EXHIBIT 2.2
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into this 7th day of June, 2001, by and among WORLDWIDE PETROMOLY, INC., a
Colorado corporation (the "Seller") and GILBERT GERTNER, a resident of the State
of Texas ("Gertner").
WHEREAS, the Seller owns 14,507,500 shares of common stock, $.001 par
value per share of Worldwide PetroMoly Corporation (the "Shares"), a Texas
corporation ("WPC") which Shares represent all of the issued and outstanding
shares of the capital stock of WPC ; and
WHEREAS, Gertner recently was the Chairman of the Board of Directors of
the Seller and of WPC; and
WHEREAS, the Seller desires to sell the Shares to Gertner on the terms
and conditions set forth herein; and
WHEREAS, Gertner desires to purchase the Shares from Seller on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements and the respective representations and warranties herein
contained, and on the terms and subject to the conditions herein set forth, the
parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF THE SHARES
Section 1.1 Sale of the Shares. Subject to the terms and conditions set
forth in this Agreement, at the Closing (as hereinafter defined) the Seller
hereby agrees to sell, transfer, convey and deliver to Gertner all of the Shares
and shall deliver to Gertner stock certificates representing the Shares, duly
endorsed to Gertner or accompanied by duly executed stock powers in form and
substance satisfactory to Gertner.
Section 1.2 Purchase Price. As consideration for the purchase of the
Shares at the Closing, Gertner shall pay to Seller $10.00 and other good and
valuable consideration (the "Purchase Price").
ARTICLE II
CLOSING
Section 2.1 The Closing. The closing of the transactions contemplated
by this Agreement shall take place on June 7, 2001(the "Closing Date"), at the
offices of Axelrod, Smith & Kirshbaum, 5300 Memorial Drive, Suite 700, Houston,
Texas 77007, or at such other time and place as agreed upon among the parties
hereto (the "Closing").
Section 2.2 Delivery and Execution. At the Closing: (a) the Seller
shall deliver to Gertner certificates evidencing the Shares, duly endorsed to
Gertner or accompanied by duly executed stock
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powers in form and substance satisfactory to Gertner against delivery by Gertner
to the Seller of the Purchase Price and (b) the conditions to closing of the
Seller and Gertner as set forth in Article VI and VII, respectively, shall have
been satisfied or waived in writing by the party authorized to waive such
condition.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE SELLER
The Seller hereby represents and warrants to Gertner as follows:
Section 3.1 Organization. Each of the Seller and WPC(i) is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, (ii) has all requisite power and
authority to carry on its business, and (iii) is duly qualified to transact
business and is in good standing in all jurisdictions where its ownership, lease
or operation of property or the conduct of its business requires such
qualification, except where the failure to do so would not have a material
adverse effect to the Seller or WPC, respectively. The authorized capital stock
of WPC consists of 20,000,000 shares of common stock, $.001 par value per share,
of which 14,507,500 shares are validly issued and outstanding. To the best
knowledge of Seller, all of the issued and outstanding shares of capital stock
of WPC are owned by the Seller and are fully paid and non-assessable. To the
best knowledge of Seller, there are no existing warrants, options, rights of
first refusal, conversion rights, calls, commitments or other agreements of any
character pursuant to which WPC is or may become obligated to issue any of its
stock or securities.
Section 3.2 Authorization. The Seller is a corporation with full power,
capacity, and authority to enter into this Agreement and perform the obligations
contemplated hereby by and for itself. All action on the part of the Seller
necessary for the authorization, execution, delivery and performance of this
Agreement by the Seller has been taken or will be taken prior to Closing. This
Agreement, when duly executed and delivered, will constitute legal, valid, and
binding obligations of the Seller enforceable against the Seller in accordance
with its terms, except as may be limited by bankruptcy, insolvency, and other
similar laws affecting creditors' rights generally or by general equitable
principles.
Section 3.3 Ownership of the Shares. The Seller, to the best of its
knowledge, owns, beneficially and of record the Shares free and clear of any
liens, claims, equities, charges, options, rights of first refusal, or
encumbrances. The Seller has the unrestricted right and power to transfer,
convey and deliver full ownership of the Shares without the consent or agreement
of any other person and without any designation, declaration or filing with any
governmental authority and upon the transfer of the Shares to Gertner as
contemplated herein, Gertner will receive good and valid title thereto, free and
clear, to the best of Seller's knowledge, of any liens, claims, equities,
charges, options, rights of first refusal, encumbrances or other restrictions
(except those imposed by applicable securities laws).
Section 3.4 No Breaches or Defaults. The execution, delivery and
performance of this Agreement and the fulfillment of and compliance with the
terms and conditions of this Agreement do not and will not, with the passing of
time or the giving of notice or both, violate or conflict with,
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constitute a breach of or default under, result in the loss of any material
benefit under, or permit the acceleration of any obligation under, (i) any term
or provision of the Articles of Incorporation or Bylaws of the Seller, (ii) to
its knowledge, any material contract of the Seller, or (iii) to its knowledge,
any judgment, decree or order of any court or Governmental Authority or agency
to which the Seller is a party or by which the Seller or any of their respective
properties is bound so as to have, in the case of subsections (ii) and (iii)
above, a material adverse effect on the assets, liabilities, results of
operations, financial condition, business or prospects of the Seller taken as a
whole. For purposes of this Agreement, "Governmental Authority" means any
foreign governmental authority, the United States of America, any state of the
United States, and any political subdivision of any of the foregoing, and any
agency, department, commission, board, bureau, court, or similar entity, having
jurisdiction over the parties hereto or their respective assets or properties.
Section 3.5 Consents. No permit, consent, approval or authorization of,
or designation, declaration or filing with, any Governmental Authority or any
other person or entity is required on the part of the Seller in connection with
the execution and delivery by the Seller of this Agreement or the consummation
and performance of the transactions contemplated hereby other than as required
under the federal securities laws.
Section 3.6 Pending Claims. There is no claim, suit, action or
proceeding, whether judicial, administrative or otherwise, pending or, to the
best of the Seller's knowledge, threatened with respect to the transfer to
Gertner of the Shares or the performance of this Agreement by the Seller.
Section 3.7 Disclosure. No representation or warranty of the Seller
contained in this Agreement (including any exhibits hereto) contains any untrue
statement or omits to state a material fact necessary in order to make the
statements contained herein or therein, in light of the circumstances under
which they were made, not misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF GERTNER
Gertner hereby represents and warrants to the Seller as follows:
Section 4.1 Authorization. Gertner is a person of full age of majority,
with full power, capacity, and authority to enter into this Agreement and
perform the obligations contemplated hereby by and for himself. All action on
the part of Gertner necessary for the authorization, execution, delivery and
performance of this Agreement by him has been taken and will be taken prior to
Closing. This Agreement, when duly executed and delivered in accordance with its
terms, will constitute legal, valid, and binding obligations of Gertner
enforceable against Gertner in accordance with its terms, except as may be
limited by bankruptcy, insolvency, and other similar laws affecting creditors'
rights generally or by general equitable principles.
Section 4.2 Purchase for Investment. Gertner is purchasing the Shares
for his own account, for investment purposes only and not with view to any
public resale or other distribution thereof. Gertner acknowledges that he is an
Accredited Investor as that term is defined in Rule
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501(a) of Regulation D of the Securities Act of 1933, as amended. Gertner and
his representatives have received, or have had access to, and have had
sufficient opportunity to review, all books, records, financial information and
other information which Gertner considers necessary or advisable to enable him
to make a decision concerning his purchase of the Shares, and that he possesses
such knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of his investment hereunder.
Section 4.3 Corporate Documents. Gertner has inspected and is fully
satisfied with: (i) copies of the articles of incorporation and bylaws of WPC;
(ii) the minute book of WPC containing all records required to be set forth of
all proceedings, consents, actions, and meetings of the shareholders and board
of directors of WPC; (iii) the stock transfer books of WPC setting forth all
transfers of its common stock; and (iv) the financial statements of WPC, a copy
of which is attached hereto as Exhibit 4.3.
Section 4.4 No Breaches or Defaults. The execution, delivery and
performance of this Agreement and the fulfillment of and compliance with the
terms and conditions of this Agreement do not and will not, with the passing of
time or the giving of notice or both, violate or conflict with, constitute a
breach of or default under, result in the loss of any material benefit under, or
permit the acceleration of any obligation under, (i) any material contract to
which Gertner is bound or, (ii) any judgment, decree or order of any court or
Governmental Authority or agency to which Gertner is a party or by which Gertner
or any of his respective properties is bound so as to have, in the case of
subsections (i) and (ii) above, a material adverse effect on the assets,
liabilities, business or properties of Gertner taken as a whole.
Section 4.5 Consents. No permit, consent, approval or authorization of,
or designation, declaration or filing with, any Governmental Authority or any
other person or entity is required on the part of Gertner in connection with the
execution and delivery by Gertner of this Agreement or the consummation and
performance of the transactions contemplated hereby other than as required under
the federal securities laws.
Section 4.6 Pending Claims. There is no claim, suit, action or
proceeding, whether judicial, administrative or otherwise, pending or, to the
best of Gertner's knowledge, threatened with respect to the transaction
contemplated hereby.
Section 4.7 Disclosure. No representation or warranty of Gertner
contained in this Agreement (including the exhibits hereto) contains any untrue
statement or omits to state a material fact necessary in order to make the
statements contained herein or therein, in light of the circumstances under
which they were made, not misleading.
ARTICLE V
COVENANTS OF GERTNER
Section 5.1 Subsequent Sale of or by WPC. If, within 540 days after the
Closing of the sale by Seller of the Shares to Gertner as contemplated in this
Agreement (the "Sales Period"), Gertner sells, in the aggregate, more than 50%
of the capital stock of WPC, or if WPC sells, in the aggregate, more than 50% of
the then existing assets of WPC (collectively, the "Sales Transaction"),
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then Gertner shall deliver, or cause to be delivered, a portion of the Net
Proceeds (as hereinafter defined) of the Sales Transaction to the Seller. As
used herein, "Net Proceeds" shall mean proceeds of the Sales Transaction after
the payment of all expenses, costs and taxes (the "Net Proceeds"). The amount of
the Net Proceeds to be paid to Seller shall be as follows:
(A) If a Sales Transaction is consummated during the period
beginning on day one and ending on day 180 of the Sales
Period, then the amount to be paid to the Seller shall be ten
percent (10%) of the Net Proceeds;
(B) If a Sales Transaction is consummated during the period
beginning on day 181 and ending on day 360 of the Sales
Period, then the amount to be paid to the Seller shall be
seven percent (7%) of the Net Proceeds; and
(C) If a Sales Transaction is consummated during the period
beginning on day 361 and ending on day 540 of the Sales
Period, then the amount to be paid to the Seller shall be five
percent (5%) of the Net Proceeds.
Section 5.2 Subsequent Operating Profit of WPC. If, within the Sales
Period, WPC achieves a net operating profit, as that term is defined by
generally accepted accounting principals applicable to WPC, (the "Net Operating
Profit") then Gertner shall cause to be delivered to the Seller a percentage
(the "Percentage") of the Net Operating Profit of WPC. The Percentage of the Net
Operating Profit, if any, to be paid to Seller shall be as follows:
(A) If there is a Net Operating Profit during the period beginning
on day one and ending on day 180 of the Sales Period, then the
Percentage to be paid to Seller shall be ten percent (10%) of
the Net Operating Profit;
(B) If there is a Net Operating Profit during the period beginning
on day 181 and ending on day 360 of the Sales Period, then the
Percentage to be paid to Seller shall be seven percent (7%) of
the Net Operating Profit; and
(C) If there is a Net Operating Profit during the period beginning
on day 361 and ending on day 540 of the Sales Period, then the
Percentage shall be five percent (5%) of the Net Operating
Profit.
ARTICLE VI
CONDITIONS TO CLOSING OF SELLER
Each obligation of Seller to be performed on the Closing Date shall be
subject to the satisfaction of each of the conditions stated in this Article VI,
except to the extent that such satisfaction is waived by Seller in writing.
Section 6.1 Representations and Warranties Correct. The representations
and warranties made by Gertner in Article IV hereof shall be true and correct as
of the Closing Date.
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Section 6.2 Covenants. All covenants, agreements and conditions
contained in this Agreement to be performed by Gertner on or prior to the
Closing Date shall have been performed or complied with in all respects.
Section 6.3 Payment of Purchase Price. Gertner shall have tendered the
Purchase Price for the Shares to the Seller.
Section 6.4 Fairness Opinion. The Seller shall have received a fairness
opinion, acceptable in form and substance to the Seller, with respect to the
transaction contemplated hereby.
Section 6.5 Corporate Resolutions. The Board of Directors of the Seller
shall have approved and authorized the transactions contemplated herein.
Section 6.6 Absence of Proceedings. No action, suit or proceeding by or
before any court or any governmental or regulatory authority shall have been
commenced and no investigation by any governmental or regulatory authority shall
have been commenced seeking to restrain, prevent or challenge the transactions
contemplated hereby or seeking judgments against Seller or any of its
subsidiaries or assets.
Section 6.7 Delivery of Certificate. Gertner shall have delivered to
the Seller a Certificate to the effect that each of the conditions specified in
Section 6.1, 6.2 and 6.6 shall have been satisfied in all respects.
ARTICLE VII
CONDITIONS TO CLOSING OF GERTNER
Each obligation of Gertner to be performed on the Closing Date shall be
subject to the satisfaction of each of the conditions stated in this Article
VII, except to the extent that such satisfaction is waived by Gertner in
writing.
Section 7.1 Representations and Warranties Correct. The representations
and warranties made by the Seller in Article III hereof shall be true and
correct as of the Closing Date.
Section 7.2 Covenants. All covenants, agreements and conditions
contained in this Agreement to be performed by the Seller on or prior to the
Closing Date shall have been performed or complied with in all respects.
Section 7.3 Delivery of Certificates. The Seller shall have delivered
certificates evidencing the Shares, duly endorsed to Gertner or accompanied by
duly executed stock powers in form and substance satisfactory to Gertner.
Section 7.4 Corporate Resolutions. The Board of Directors of the Seller
shall have approved and authorized the transactions contemplated herein.
Section 7.5 Fairness Opinion. The Seller shall have received a fairness
opinion, acceptable in form and substance to the Seller, with respect to the
transaction contemplated hereby.
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Section 7.6 Absence of Proceedings. No action, suit or proceeding by or
before any court or any governmental or regulatory authority shall have been
commenced and no investigation by any governmental or regulatory authority shall
have been commenced seeking to restrain, prevent or challenge the transactions
contemplated hereby or seeking judgments against Gertner or any of his assets.
Section 7.7 Delivery of Certificate. The Seller shall have delivered to
Gertner a Certificate to the effect that each of the conditions specified in
Section 7.1, 7.2, 7.4 and 7.6 shall have been satisfied in all respects.
ARTICLE VIII
INDEMNIFICATION
Section 8.1 Indemnification from the Seller. The Seller hereby agrees
to and shall indemnify, defend (with legal counsel reasonably acceptable to
Gertner), and hold Gertner, his affiliates, assigns, agents and legal counsel (
the "Gertner Group") harmless at all times after the date of this Agreement,
from and against any and all actions, suits, claims, demands, debts,
liabilities, obligations, losses, damages, costs, expenses, penalties or injury
(including reasonable attorneys' fees and costs of any suit related thereto)
suffered or incurred by any of the Gertner Group arising from (a) any
misrepresentation by, or breach of any covenant or warranty of the Seller
contained in this Agreement, or any exhibit, certificate, or other instrument
furnished or to be furnished by the Seller hereunder (b) any nonfulfillment of
any agreement on the part of the Seller under this Agreement or (c) any
liabilities of WPC incurred other than in the ordinary course of WPC's business
consistent with past practices, which may have occurred subsequent to the
Closing Date of the Agreement and Plan of Merger between and among Small Town
Radio, Inc., Worldwide PetroMoly, Inc., Petro Merger, Inc., Gilbert Gertner and
certain individual shareholders of Small Town Radio, Inc. ( the "Merger
Agreement") and at or prior to the Closing Date of this transaction.
Section 8.2 Indemnification from Gertner. Gertner agrees to and shall
indemnify, defend (with legal counsel reasonably acceptable to the Seller) and
hold the Seller, its officers, directors, employees, agents, legal counsel,
successors and assigns (the "Seller's Group") harmless at all times after the
date of the Agreement from and against any and all actions, suits, claims,
demands, debts, liabilities, obligations, losses, damages, costs, expenses,
penalties or injury (including reasonably attorneys' fees and costs of any suit
related thereto) suffered or incurred by any of the Seller's Group, arising from
(a) any misrepresentation by, or breach of any covenant or warranty of Gertner
contained in this Agreement or any exhibit, certificate, or other agreement or
instrument furnished or to be furnished by Gertner hereunder (b) any
nonfulfillment of any agreement on the part of Gertner under this Agreement or
(c) any liabilities of WPC, except for any liabilities of WPC incurred other
than in the ordinary course of WPC's business consistent with past practices,
subsequent to the Closing Date of the Merger Agreement, and at or prior to the
Closing Date of this transaction.
Section 8.3 Defense of Claims. If any lawsuit or enforcement action is
filed against any party entitled to the benefit of indemnity hereunder, written
notice thereof shall be given to the indemnifying party as promptly as
practicable (and in any event not less than fifteen (15) days prior to any
hearing date or other date by which action must be taken); provided that the
failure of any
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indemnified party to give timely notice shall not affect rights to
indemnification hereunder except to the extent that the indemnifying party
demonstrates actual damage caused by such failure. After such notice, the
indemnifying party shall be entitled, if it so elects, to take control of the
defense and investigation of such lawsuit or action and to employ and engage
attorneys of its own choice to handle and defend the same, at the indemnifying
party's cost, risk and expense; and such indemnified party shall cooperate in
all reasonable respects, at its cost, risk and expense, with the indemnifying
party and such attorneys in the investigation, trial and defense of such lawsuit
or action and any appeal arising therefrom; provided, however, that the
indemnified party may, at its own cost, participate in such investigation, trial
and defense of such lawsuit or action and any appeal arising therefrom. The
indemnifying party shall not, without the prior written consent of the
indemnified party, effect any settlement of any proceeding in respect of which
any indemnified party is a party and indemnity has been sought hereunder unless
such settlement of a claim, investigation, suit, or other proceeding only
involves a remedy for the payment of money by the indemnifying party and
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.
Section 8.4 Default of Indemnification Obligation. If an entity or
individual having an indemnification, defense and hold harmless obligation, as
above provided, shall fail to assume such obligation, then the party or entities
or both, as the case may be, to whom such indemnification, defense and hold
harmless obligation is due shall have the right, but not the obligation, to
assume and maintain such defense (including reasonable counsel fees and costs of
any suit related thereto) and to make any settlement or pay any judgment or
verdict as the individual or entities deem necessary or appropriate in such
individual's or entities' absolute sole discretion and to charge the cost of any
such settlement, payment, expense and costs, including reasonable attorneys'
fees, to the entity or individual that had the obligation to provide such
indemnification, defense and hold harmless obligation and same shall constitute
an additional obligation of the entity or of the individual or both, as the case
may be.
ARTICLE IX
MISCELLANEOUS
Section 9.1 Amendment; Waiver. Neither this Agreement nor any provision
hereof may be amended, modified or supplemented unless in writing, executed by
all the parties hereto. Except as otherwise expressly provided herein, no waiver
with respect to this Agreement shall be enforceable unless in writing and signed
by the party against whom enforcement is sought. Except as otherwise expressly
provided herein, no failure to exercise, delay in exercising, or single or
partial exercise of any right, power or remedy by any party, and no course of
dealing between or among any of the parties, shall constitute a waiver of, or
shall preclude any other or further exercise of, any right, power or remedy.
Section 9.2 Notices. Any notices or other communications required or
permitted hereunder shall be sufficiently given if in writing and delivered in
Person, transmitted by facsimile transmission (fax) or sent by registered or
certified mail (return receipt requested) or recognized overnight delivery
service, postage pre-paid, addressed as follows, or to such other address has
such party may notify to the other parties in writing:
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(a) if to the Seller:
Small Town Radio and Worldwide PetroMoly, Inc.
12600 Deerfield Parkway, Suite 100
Apharetta, Georgia 30004
Attn: Chief Executive Officer
Telephone No.: (678) 455-6193
Facsimile No.: (___) ______________________
with a copy to:
Paul, Hastings, Janofsky & Walker, LLP
600 Peachtree Street, Suite 2400
Atlanta, Georgia 30308
Attn: Wayne Shortridge, Esq.
Telephone No.: (404) 815-2214
Facsimile No.: (404) 815-2424
(b) if to Gertner:
Gilbert Gertner
c/o Worldwide Petromoly Corporation
1300 Post Oak Blvd., Suite 1985
Houston, Texas 77056
Telephone No.: 713-892-5823
Facsimile No.: 713-892-5825
with a copy to:
Robert D. Axelrod, Esq.
Axelrod, Smith & Kirshbaum
5300 Memorial Drive, Suite 700
Houston, Texas 77007
Telephone No.: 713-861-1996
Facsimile No.: 713-552-0202
A notice or communication will be effective (i) if delivered in Person
or by overnight courier, on the business day it is delivered, (ii) if
transmitted by telecopier, on the business day of actual confirmed receipt by
the addressee thereof, and (iii) if sent by registered or certified mail, three
(3) business days after dispatch.
Section 9.3 Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
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Section 9.4 Successors and Assigns. Except as otherwise provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors and permitted assigns of the parties hereto. No party
hereto may assign its rights or delegate its obligations under this Agreement
without the prior written consent of the other parties hereto.
Section 9.5 Survival of Representations, Warranties and Covenants. All
representations and warranties made in, pursuant to or in connection with this
Agreement shall survive the execution and delivery of this Agreement for a
period of eighteen (18) months.
Section 9.6 Publicity. All voluntary public announcements concerning
the transactions contemplated by this Agreement shall be mutually acceptable to
both Seller and Gertner. With respect to any announcement that any of the
parties is required by law or stock exchange regulation to issue, such party
shall, to the extent possible under the circumstances, review the necessity for
and the contents of the announcement with the other parties before issuing the
announcement.
Section 9.7 Entire Agreement. This Agreement and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement between the parties with regard to the subject matter hereof and
thereof and supersede and cancel all prior representations, alleged warranties,
statements, negotiations, undertakings, letters, acceptances, understandings,
contracts and communications, whether verbal or written among the parties hereto
and thereto or their respective agents with respect to or in connection with the
subject matter hereof.
Section 9.8 Choice of Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to principles of conflict of laws.
Section 9.9 Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, with
the same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.
Section 9.10 Costs and Expenses. Each party hereto shall pay to its own
fees, costs and expenses incurred in connection with this Agreement and the
transactions contemplated by this Agreement.
Section 9.11 Section Headings. The section and subsection headings in
this Agreement are used solely for convenience of reference, do not constitute a
part of this Agreement, and shall not affect its interpretation.
Section 9.12 No Third-Party Beneficiaries. Nothing in this Agreement
will confer any third party beneficiary or other rights upon any person
(specifically including any employees of the Seller or its Subsidiaries) or
entity that is not a party to this Agreement.
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WORLDWIDE PETROMOLY, INC.
By: /s/ Lance Rosmarin
__________________________________
Its: President
__________________________________
/s/ Gilbert Gertner
----------------------------------
Gilbert Gertner
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