MUTUAL GENERAL RELEASEXRG Inc • June 3rd, 2005 • Trucking & courier services (no air) • Delaware
THIS MUTUAL GENERAL RELEASE (“Release”) is made and entered into by and between KEVIN BRENNAN (“Brennan”), BARRON PARTNERS, LP (“Barron”) and XRG, INC. (“XRG”).
TRAILER LEASETrailer Lease • June 3rd, 2005 • XRG Inc • Trucking & courier services (no air)
This Trailer Lease, being effective this 2nd day of June, 2005 (and being the date of signing by all parties hereto), by and between XRG Logistics, Inc., (“Logistics”)a Florida corporation with its main headquarters located at New Address a contract Carrier of general commodities operating by the authority of the Federal Highway Administration (FHA) and applicable Public Utility Commission(s) hereinafter referred to as “Logistics” and Joseph Stapleton, hereinafter referred to as “Stapleton.”
AGREEMENT BY AND AMONG XRG, INC., XRG LOGISTICS, INC. AND J. BENTLY COMPANIES, INC., ITS SUCCESSORS, JOSEPH STAPLETON AND STANLEY SHADDENAgreement • June 3rd, 2005 • XRG Inc • Trucking & courier services (no air) • Florida
THIS AGREEMENT (“Agreement”) is effective as of June 2, 2005, being the date of execution by all parties hereto, by and among XRG, INC., a Delaware corporation (“XRG”), XRG LOGISTICS, INC, a Florida corporation (“Logistics”), the successors of J. BENTLY COMPANIES, INC. (“JBC”), a dissolved Tennessee Corporation, JOSEPH STAPLETON (“Stapleton”) and STANLEY SHADDEN (“Shadden”); and
ContractCommon Stock Purchase Warrant • June 3rd, 2005 • XRG Inc • Trucking & courier services (no air) • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO XRG, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
FLEET OWNER AGREEMENTFleet Owner Agreement • June 3rd, 2005 • XRG Inc • Trucking & courier services (no air)
This fleet owner agreement, being effective this 2nd day of June, 2005 (and being the date of signing by all parties hereto), by and between XRG Logistics, Inc., a Florida corporation with its main headquarters located at 601 Cleveland Street, Suite 820, Clearwater, FL 33755-4169, a contract Carrier of general commodities operating by the authority of the Federal Highway Administration (FHA) and applicable Public Utility Commission(s) hereinafter referred to as “Carrier” and Joseph Stapleton, hereinafter referred to as “Fleet Owner.”
PROMISSORY NOTES MODIFICATION AGREEMENTPromissory Notes Modification Agreement • June 3rd, 2005 • XRG Inc • Trucking & courier services (no air)
THIS INSTRUMENT is entered into as of the 20th day of May, 2005, by and between XRG, Inc., a Delaware corporation (“Borrower”) and BARRON PARTNERS LP, or registered assigns (“Lender”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 3rd, 2005 • XRG Inc • Trucking & courier services (no air) • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of June 2, 2005, by and among XRG, Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
TERMINAL AGREEMENTExhibit 14 • June 3rd, 2005 • XRG Inc • Trucking & courier services (no air)
This terminal agreement, being on this 2nd day of June, 2005 by and between XRG Logistics, Inc., a Florida corporation or its assigns with its main headquarters located at #3 Crafton Square, Crafton, PA 15205, a common and contract Carrier of general commodities operating by the authority of the Federal Highway Administration (FHA) and applicable Public Utility Commission(s) hereinafter referred to as “Carrier” and Stanley Shadden hereafter referred to as “Agent”.
AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENT BETWEEN XRG, INC., XRG G&A, INC. AND R&R EXPRESS, INC. AND RICHARD FRANCISAdministrative Services Agreement • June 3rd, 2005 • XRG Inc • Trucking & courier services (no air)
THIS AMENDMENT NO. 1 to ADMINISTRATIVE SERVICES AGREEMENT (hereinafter called the “Amendment”) is effective as of May 20, 2005, by and among XRG, INC. and XRG G&A (hereinafter called “XRG”), R&R EXPRESS, INC. (hereinafter called “R&R”) and RICHARD FRANCIS (hereinafter called “Francis”).
ContractXRG Inc • June 3rd, 2005 • Trucking & courier services (no air) • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO XRG, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
AGREEMENTAgreement • June 3rd, 2005 • XRG Inc • Trucking & courier services (no air)
THIS AGREEMENT is entered as of the 20th day of May, 2005, by and between XRG, Inc., a Delaware corporation (“Borrower”) and KENNETH A. STEEL, JR. or registered assigns (“Lender”).
SETTLEMENT AGREEMENTSettlement Agreement • June 3rd, 2005 • XRG Inc • Trucking & courier services (no air) • Florida
THIS SETTLEMENT AGREEMENT (“Agreement”) is entered by and among XRG, INC., a Delaware corporation (“XRG”), EXPRESS FREIGHT SYSTEMS, INC., a Tennessee corporation (“EFS”), JOHN A. LIMERICK, SR., SHARON H. LIMERICK, JOHN A. LIMERICK, III, MARK J. LIMERICK, MATTHEW R. LIMERICK, DEBORAH S. POE, CHARISSE L. VARNELL, GREGORY L. POE and DOUGLAS F. VARNELL (the non-corporate parties, all of whom were either former shareholders of EFS or were employed by or otherwise interested in EFS being collectively referred to as the “Holders”), EXPRESS LEASING SYSTEMS, INC., a Tennessee corporation (“ELS”), and EXPRESS FREIGHT, INC., a Tennessee corporation (“EF”).
