Exhibit 10.4
Exhibit E of Stock Purchase Acquisition Agreement of
Comanche Livestock Exchange, LLC, by Green Energy Live,
Inc.
Real Estate Sales
Contract
This contract (the
“Contract”) to buy and sell real and personal property
is between Seller and Buyer as identified below and is effective on
the date ("Effective Date") of the last of the signatures by Seller
and Buyer as parties to this contract and by Title Company to
acknowledge receipt of the Earnest Money. Buyer must
deliver the Earnest Money to Title Company and obtain Title
Company's signature before the Earnest Money Deadline provided in
section A.1. for this contract to be effective. If the Earnest
Money is paid by check and payment on presentation is refused,
Buyer is in default.
Seller:
Comanche Livestock Exchange, LLC., a
Texas Limited Liability Corporation
Address: P O Box 177 Comanche, TX
76442-009 (7456 Highway 67 East, Comanche, Texas 76442)
Phone: 325-356-5231
Type of entity: Limited Liability
Corporation
Dean Cagle
Address: P O Box 98
Comanche, TX 76442-0098
Phone: 325-356-5231
Seller's Attorney:
James R. Lindley
Address: Attorneys
at Law, P.O. Box 1384, Killeen, TX 76540-1384
Phone: (254) 634-6969
Fax: (254) 634-6587
E-mail: jim@lindleylawoffices.com
Buyer:
Green Energy Live, Inc., a Michigan
corporation
Contact: Karen Clark,
President
Address: 1740
44th Street, Suite 5-230, Wyoming, Michigan 49519-6443
Phone: 616.802.8959
Type of entity:
Corporation
Buyer's Attorney:
Matthew Maza
Address: Cident Law Group PLLC, 410
Broadway Ave East #120, Seattle Washington 98102
Phone: 206.774.3697
Fax: 206.577.3894
E-mail:
m.maza@cidentlaw.com
Property
The land commonly known as 67/377
Comanche Texas and more fully described in Exhibit A ("Land"),
together with improvements to the Land ("Improvements"), the leases
associated with the Land and Improvements ("Leases"), and the
personal property described in Exhibit A ("Personal
Property").
Title Company
Comanche Community Abstract Co.,
Address: 106 N Austin, P O Box 747, Comanche, Texas 76442 Phone:
325-356-2564 Fax: 325-356-3066
Purchase Price
The Property Purchase Price is part
of Total Purchase Amount for 100% ownership of Comanche Livestock
Exchange, LLC, totalling $1,000,000.00
Seller-financed portion allocated to
the Property (principal amount of Promissory Note allocated for the
Property) – $850,000 shall be applied to the Property as
described under Section 1.2 of the associated acquisition agreement
and $150,000 shall be applied to the Interests as described in
Section 1.1 of the associated acquisition agreement.
Payment schedule: as provided in the
Seller Financing Addendum (“Promissory
Note”)
Associated Contracts and
Agreements
This Contract is associated to and
is an Exhibit of the “Stock Purchase Acquisition Agreement of
Comanche Livestock Exchange, LLC by Green Energy Live, Inc.”
and is also associated to following agreements:
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Green Energy Live, Inc. Employment
Agreement
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Earnest Money
$50,000.00 deposit (in the form of
Buyer restricted common stock) with Title Company upon execution of
this Contract.
A. Deadlines and Other
Dates
All deadlines in this contract
expire at 5:00 P.M. local time where the Property is
located. If a deadline falls on a Saturday, Sunday, or
national holiday, the deadline will be extended to the next day
that is not a Saturday, Sunday, or national holiday. A national
holiday is a holiday designated by the federal government. Time is
of the essence.
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Earnest Money Deadline: Effective
date
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Delivery of Title Commitment: 30
days after the Effective Date
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Delivery of Survey: 30 days after
the Effective Date
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Delivery of UCC Search: 40 days
after the Effective Date
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Delivery of legible copies of
instruments referenced in the Title Commitment, Survey, and UCC
Search: 30 days after the Effective Date
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Delivery of Title Objections: 15
days after delivery of the Title Commitment, Survey, and legible
copies of the instruments referenced in them
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Delivery of Seller's records as
specified in Exhibit C: 45 days after the Effective Date
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End of Inspection Period: 45 days
after the Effective Date
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Closing Date: on or before July 30,
2009
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At closing, Seller will deliver the
following items: General Warranty Deed
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At closing, Buyer will deliver the
following items:
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Seller-financing documents
Promissory Note Deed of Trust
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The documents listed in this section
B are collectively known as the "Closing
Documents." Unless otherwise agreed by the parties
before closing, the Closing Documents will be prepared using the
forms contained in the current edition of the Texas Real Estate
Forms Manual (State Bar of Texas).
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The following are attached to and
are a part of this contract:
Exhibit A--Description of the Land
and Personal Property
Exhibit B--Representations;
Environmental Matters
Exhibit C--Seller's
Records
Exhibit D--Seller Financing
Addendum
C. Purchase and Sale
of Property
Seller agrees to sell and convey the
Property to Buyer, and Buyer agrees to buy and pay Seller for the
Property. The promises by Buyer and Seller stated in this contract
are the consideration for the formation of this
contract.
D. Interest on Earnest
Money
Buyer may direct Title Company to
invest the Earnest Money in an interest-bearing account in a
federally insured financial institution by giving notice to Title
Company and satisfying Title Company's requirements for investing
the Earnest Money in an interest-bearing account. Any
interest earned on the Earnest Money will be paid to the party that
becomes entitled to the Earnest Money.
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Review of Title
. The following statutory notice is
provided to Buyer on behalf of the real estate licensees, if any,
involved in this transaction: Buyer is advised that it should
either have the abstract covering the Property examined by an
attorney of Buyer's own selection or be furnished with or obtain a
policy of title insurance.
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Title Commitment; Title
Policy . "Title
Commitment" means a Commitment for Issuance of an Owner Policy of
Title Insurance by Title Company, as agent for Underwriter, stating
the condition of title to the Land. The "effective date" stated in
the Title Commitment must be after the Effective Date of this
contract. "Title Policy" means an Owner Policy of Title Insurance
issued by Title Company, as agent for Underwriter, in conformity
with the last Title Commitment delivered to and approved by
Buyer.
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Survey . "Survey" means an on-the-ground, staked plat
of survey and metes-and-bounds description of the Land, prepared by
Surveyor or another surveyor satisfactory to Title Company, dated
after the Effective Date, and certified to comply with the current
standards and specifications as published by the Texas Society of
Professional Surveyors for the Survey Category.
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UCC Search.
"UCC Search" means reports prepared
by Lindley, Wiley & Duskie PC, stating the instruments that are
on file in the Texas secretary of state's UCC records, the UCC
records in the jurisdiction in which Seller is located, and the UCC
records of the county in which the Property is located, showing as
debtor Seller and all other owners of the Personal Property during
the five years before the Effective Date of this
contract.
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Delivery of Title Commitment,
Survey, UCC Search, and Legible Copies . Seller must deliver the Title Commitment to
Buyer by the deadline stated in section A.2.; the UCC Search by the
deadline stated in section A.4.; and legible copies of the
instruments referenced in the Title Commitment, Survey, and UCC
Search by the deadline stated in section A.5.
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Title Objections
. Buyer has until the deadline
stated in section A.6. ("Title Objection Deadline") to review the
Survey, Title Commitment, UCC Search, and legible copies of the
title instruments referenced in them and notify Seller of Buyer's
objections to any of them ("Title Objections"). Buyer will be
deemed to have approved all matters reflected by the Survey, Title
Commitment, and UCC Search to which Buyer has made no Title
Objection by the Title Objection Deadline. The matters that Buyer
either approves or is deemed to have approved are "Permitted
Exceptions." If Buyer notifies Seller of any Title Objections,
Seller has five days from receipt of Buyer's notice to notify Buyer
whether Seller agrees to cure the Title Objections before closing
("Cure Notice"). If Seller does not timely give its Cure Notice or
timely gives its Cure Notice but does not agree to cure all the
Title Objections before closing, Buyer may, within five days after
the deadline for the giving of Seller's Cure Notice, notify Seller
that either this contract is terminated or Buyer will proceed to
close, subject to Seller's obligations to resolve the items listed
in Schedule C of the Title Commitment, remove the liquidated liens,
remove all exceptions that arise by, through, or under Seller after
the Effective Date, and cure only the Title Objections that Seller
has agreed to cure in the Cure Notice. At or before
closing, Seller must resolve the items that are listed on Schedule
C of the Title Commitment, remove all liquidated liens, remove all
exceptions that arise by, through, or under Seller after the
Effective Date of this contract, and cure the Title Objections that
Seller has agreed to cure.
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Review of Seller's
Records . Seller will
deliver to Buyer copies of Seller's records specified in Exhibit C,
or otherwise make those records available for Buyer's review, by
the deadline stated in section A.7.
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Entry onto the
Property . Buyer may
enter the Property before closing to inspect it, subject to the
following:
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Buyer must deliver evidence to
Seller that Buyer has insurance for its proposed inspection
activities, in amounts and with coverages that are substantially
the same as those maintained by Seller or in such lesser amounts or
with such lesser coverages as are reasonably satisfactory to
Seller;
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Buyer may not interfere in any
material manner with existing operations or occupants of the
Property;
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Buyer must notify Seller in advance
of Buyer's plans to conduct tests so that Seller may be present
during the tests;
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if the Property is altered because
of Buyer's inspections, Buyer must return the Property to its
preinspection condition promptly after the alteration
occurs;
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Buyer must deliver to Seller copies
of all inspection reports that Buyer prepares or receives from
third-party consultants or contractors within three days after
their preparation or receipt; and
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Buyer must abide by any other
reasonable entry rules imposed by Seller.
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Buyer's Right to
Terminate . Buyer may
terminate this contract for any reason by notifying Seller before
the end of the Inspection Period. If Buyer does not notify Seller
of Buyer's termination of the contract before the end of the
Inspection Period, Buyer waives the right to terminate this
contract pursuant to this provision.
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Buyer's Indemnity and Release of
Seller
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Buyer will indemnify, defend, and
hold Seller harmless from any loss, attorney's fees, expenses, or
claims arising out of Buyer's investigation of the Property, except
for repair or remediation of existing conditions discovered by
Buyer's inspection or any misrepresentation made by the Seller. The
obligations of Buyer under this provision will survive termination
of this contract and closing.
Buyer releases Seller and those
persons acting on Seller's behalf from all claims and causes of
action (including claims for attorney's fees and court and other
costs) resulting from Buyer's investigation of the
Property.
The parties' representations stated
in Exhibit B are true and correct as of the Effective Date and must
be true and correct on the Closing Date.
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Condition of the Property until
Closing; Cooperation; No Recording of Contract
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Maintenance and
Operation .
Until closing, Seller will (a)
maintain the Property as it existed on the Effective Date, except
for reasonable wear and tear and casualty damage; (b) operate the
Property in the same manner as it was operated on the Effective
Date; (c) comply with all contracts and governmental regulations
affecting the Property; and (d) not transfer or dispose of any of
the Personal Property, except to sell inventory, replace equipment
and use supplies in the normal course of operating the Property.
Until the end of the Inspection Period, Seller will not enter into,
amend, or terminate any contract that affects the Property other
than in the ordinary course of operating the Property and will
promptly give notice to Buyer of each new, amended, or terminated
contract, including a copy of the contract, in sufficient time so
that Buyer may consider the new information before the end of the
Inspection Period. If Seller's notice is given within three days
before the end of the Inspection Period, the Inspection Period will
be extended for three days. After the end of the Inspection Period,
Buyer may terminate this contract if Seller enters into, amends, or
terminates any contract that affects the Property without first
obtaining Buyer's written consent.
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Casualty Damage
. Seller will notify Buyer promptly
after discovery of any casualty damage to the Property. Seller will
have no obligation to repair or replace the Property if it is
damaged by casualty before closing. Buyer may terminate this
contract if the casualty damage that occurs before closing would
materially affect Buyer's intended use of the Property, by giving
notice to Seller within fifteen days after receipt of Seller's
notice of the casualty (or before closing if Seller's notice of the
casualty is received less than fifteen days before closing). The
casualty damage will be deemed to materially affect Buyer's
intended use if the estimated amount of the damage exceeds 50
percent of the Purchase Price. If Buyer does not
terminate this contract, Seller will (a) convey the Property to
Buyer in its damaged condition, (b) assign to Buyer all of Seller's
rights under any property insurance policies covering the Property,
and © pay to Buyer the amount of the deductibles and
coinsurance provisions under any insurance policies covering the
Property, but not in excess of the cost to repair the casualty
damage and less any amounts previously paid by Seller to repair the
Property. If Seller has not insured the Property and Buyer does not
elect to terminate this contract in accordance with this section,
the Purchase Price will be reduced by the cost to repair the
casualty damage.
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Condemnation
. Seller will notify Buyer promptly
after Seller receives notice that any part of the Property has been
or is threatened to be
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