THIS AGREEMENT is made and entered into this the 25th day of August,
2009, by and between MOMENTUM BIOFUELS, INC. ("Momentum"), a Texas corporation,
with offices located at 0000 Xxx Xxxx Xxxxx, Xxxxxxxx, Xxxxx 00000 and XXXX
GLOBAL RESOURCES, INC. ("Xxxx"), a Texas corporation, with offices located at
Waterway Plaza Two, Suite 325, 00000 Xxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx
00000.
WITNESSETH
WHEREAS, Xxxx has agreed to assume Momentum's obligations under that
one certain Senior Secured Promissory note in the original principal sum of SIX
HUNDRED THOUSAND AND NO/100 DOLLARS ($600,000.00) together with all unpaid
interest and penalties due thereunder, and payable to a group of investors
arranged by Bathgate Capital Partners, LLC, of Denver, Colorado, and other
specified secured note holders which are attached hereto as Exhibit "A"; and
WHEREAS, Xxxx has agreed to assume Momentum's obligations under the
provisions of that one certain sub-lease agreement between Momentum and Brand
Infrastructure and Services, Inc., including all past due rent, assessments and
other charges due thereunder; and
WHEREAS, Xxxx has agreed to the terms and conditions contained in that
one certain License Agreement between the parties, a copy of which is attached
hereto as Exhibit "B", and incorporated herein and made a part hereof for all
purposes as if set out herein in full; and
NOW THERFORE, the parties hereto have agreed as follows:
1. For and in consideration of the agreements set out hereinabove and
the terms, conditions, compensation and obligations contained in the License
Agreement, Momentum shall convey all of its right title and interest in and to
all of its physical assets, except those set forth on Exhibit "C", together with
intellectual property, processes, techniques and formulas for creating biofuels
and related products and agrees to cause to be issued to Xxxx a number of shares
of its parent, Momentum Biofuels, Inc., a Colorado corporation, $0.01 par value
commons stock equal to thirty-nine percent (39%) of the issued and outstanding
stock thereof, or Forty Million (40,000,000) shares, whichever is greater. Such
stock shall be fully paid, non-assessable and shall be issued subject to a
non-dilution agreement in favor of Xxxx.
2. The parties have further agreed that Momentum shall retain the right
to market bio-diesel and related products produced by Xxxx, or its related
entities, on a basis acceptable to Xxxx in its sole discretion and to market
bio-diesel and related products produced by others, provided the terms of such
marketing shall be acceptable to Xxxx as being non-predatory and in the interest
of both parties.
3. This Agreement and all Exhibits attached hereto constitute the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior written or oral agreements or understandings between the
parties relating thereto. The terms and provisions of this Agreement may be
modified or amended only by a written instrument executed by each of the parties
hereto.
4. In the event that any term or provision of this Agreement is found
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining terms and provisions hereof shall not be in any
way affected or impaired thereby, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision has never been contained
therein.
5. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.
6. All notices and other communications hereunder shall be in writing
and shall be given by delivery in person or certified mail RRR at the addresses
set forth hereinabove, with copy to Xxxxxxx Xxxxxxx, Attorney at Law 0000
Xxxxxxx Xx Xxxxxx, Xx 00000 for notices to Momentum and to Xxxxxxx Xxxxxxxxx
Attorney at Law, 000 Xxxxx Xxxx Xxx Xxxx, Xxxxxxx XX. 00000, for notices to
Xxxx.
7. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
the duly authorized officer whose signature appears below to be effective as of
the date hereinabove written.
MOMENTUM BIOFUELS, INC. XXXX GLOBAL RESOURCES, INC.
--------------------------------- -----------------------------------
CEO CEO
Exhibit A
---------
List of note holders for Momentum Biofuels, Inc.
Xxxxxxx X. Xxxxx $60,000
Xxxxxx Wishnewshy $25,000
Xxx Xxxxxx $95,000
Xxxxxxx X. Xxxxxx $40,000
