REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2007 • Continental Fuels, Inc. • Optical instruments & lenses
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 11, 2007, between Continental Fuels, Inc., a Nevada corporation (the “Company”), and Sheridan Asset Management, LLC (the “Purchaser”). This Agreement is made pursuant to the Loan Agreement, dated as of the date hereof among the Company and the Purchaser and certain other parties named therein (the “Loan Agreement”). The Company and the Purchaser hereby agree as follows: 1. Definitions Capitalized terms used and not otherwise defined herein that are defined in the Loan Agreement shall have the meanings given such terms in the Loan Agreement and the Transaction Documents (as such term is defined in the Loan Agreement). As used in this Agreement, the following terms shall have the following meanings: “Advice” shall have the meaning set forth in Section 6(d). “Commission” means the Securities and Exchange Commission. “Effectiveness Date” means, with respect to the initial Regi
ContractContinental Fuels, Inc. • December 17th, 2007 • Optical instruments & lenses • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CONTINENTAL FUELS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
LOAN AGREEMENTLoan Agreement • December 17th, 2007 • Continental Fuels, Inc. • Optical instruments & lenses • New York
This Loan Agreement (this “Agreement”) is dated as of December 11, 2007 among Continental Fuels, Inc., a Nevada corporation whose principal place of business is located at 9901 Interstate Highway 10 West, Suite 800, San Antonio, TX 78230 (the “Company”), Universal Property Development and Acquisition Corporation, a Nevada corporation whose principal place of business is located at 14255 US HWY 1, Suite 209, Juno Beach, FL 33408 (“UPDA”), Timothy Brink (“Brink”), a US citizen and resident of the state of Texas, whose primary residence is 19206 Gray Bluff Cove, San Antonio, TX 78258 (UPDA and Brink, collectively, the “Guarantors”), and Sheridan Asset Management, LLC, a Delaware limited liability company whose principal place of business is located at 1025 Westchester Avenue, Suite 311, White Plains, NY 10604 (the “Lender”). WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to borrow, and the Lender desires to lend to the Company, ce
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • December 17th, 2007 • Continental Fuels, Inc. • Optical instruments & lenses
This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of December, 2007, by and between GEER TANK TRUCKS, INC., a [Texas] corporation (the “Company”) and RONNIE SMITH (the “Executive”). WHEREAS, pursuant to a Stock Purchase Agreement (the “Acquisition Agreement”) dated as of July 3, 2007 by and among Charles Randall Geer, Jana Geer Douglas, Donna Osteen Reich, Jerrye Geer Faltyn and Lori Geer Smith (the “Sellers”), Company and Continental Fuels, Inc. (the “Buyer”), the Buyer intends to acquire all of the outstanding stock of the Company from the Sellers (the “Acquisition”); WHEREAS, the Executive is a Seller and shall receive cash and other remuneration upon the closing of the Acquisition; and WHEREAS, it is a condition precedent to effectuating the Acquisition that the Executive enter into an employment and non-competition agreement with the Company in the form hereof, which agreement supersedes and replaces any pr
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 17th, 2007 • Continental Fuels, Inc. • Optical instruments & lenses • New York
SUBSIDIARY GUARANTEE, dated as of December 11, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Sheridan Asset Management LLC (the "Lender") to that certain Loan Agreement, dated as of the date hereof (the “Loan Agreement”), between Continental Fuels, Inc., a Nevada corporation (the “Company”), Universal Property Development and Acquisition Corporation, a Nevada corporation, Timothy Brink, a US citizen and resident of the State of Texas, and the Lender.
SECURITY AGREEMENTSecurity Agreement security Agreement • December 17th, 2007 • Continental Fuels, Inc. • Optical instruments & lenses
SECURITY AGREEMENT, dated as of December 11, 2007 (this “Agreement”), by and among Continental Fuels, Inc., a Nevada corporation (the “Company”), the subsidiaries listed on Schedule A hereto (the “Subsidiaries”), Universal Property Development and Acquisition Corporation, a Nevada corporation (“UPDA and the Subsidiaries, collectively, the “Guarantors”) (the Company and the Guarantors are collectively referred to as the “Debtors”), and Sheridan Asset Management LLC, a Delaware limited liability company (“Sheridan” and collectively with each of its endorsees, transferees and assigns, the “Secured Party”), as the holder of the Company’s Subordinated Secured Term Promissory Note due December 11, 2010 (the “Term Note”) in the original aggregate principal amount of $5,500,000 (the “Term Loan”) and the Company’s Secured Revolving Promissory Note due December 11, 2010 (the “Revolving Note” and collectively with the Term Note, the “Notes”) in the aggregate principal amount of $3,000,
ContractContinental Fuels, Inc. • December 17th, 2007 • Optical instruments & lenses • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CONTINENTAL FUELS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 17th, 2007 • Continental Fuels, Inc. • Optical instruments & lenses • Nevada
THIS STOCK PURCHASE AGREEMENT is entered into as of December 11, 2007 by and between CHARLES RANDALL GEER, JANA GEER DOUGLAS, DONNA OSTEEN REICH, JERRYE GEER FALTYN, AND LORI GEER SMITH (the “Sellers”), individuals and the owners of 100% of the issued and outstanding shares, common and/or preferred, of GEER TANK TRUCKS, INC. (the “Company”), and CONTINENTAL FUELS, INC., a Nevada corporation (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement employment Agreement • December 17th, 2007 • Continental Fuels, Inc. • Optical instruments & lenses • Ohio
EMPLOYMENT AGREEMENT made as of the 1st day of December, 2007, by and between CONTINENTAL FUELS, INC., a Nevada corporation, with principal offices in San Antonio, Texas (the "Company") and Tim Brink, a resident of the State of Texas ("Executive"). 1. Employment. The Company hereby agrees to employ Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth in this Agreement. 2. Term. The term of Executive’s employment under this Agreement (the "Term") shall commence on the date of execution hereof as set forth above (the "Effective Date"), and, subject to the terms hereof, shall terminate on the third anniversary of the Effective Date (the "Termination Date"); provided that, the term of this Agreement will automatically renew for successive one-year periods thereafter (in which case the Termination Date shall be extended accordingly), unless, at least thirty days prior to the applicable Termination Date, either party gives the other wr
