Unassociated Document


    


    


    


    


    


    


    


    


    


    


    STOCK
      PURCHASE AGREEMENT

    


    AMONG

    


    TITAN
      GLOBAL HOLDINGS, INC.,

    


    CRESCENT
      FUELS, INC.

    


    AND

    


    JOHNSON
      ENTERPRISES OF KANSAS, LLC;

    JEFF
      McREYNOLDS;

    KAREN
      E.
      REEDER TRUST;

    HARRISON
      F. JOHNSON, JR.; and

    MARTHA
      M.
      JOHNSON TRUST

    


    


    


    


    Dated:
      Effective 12:01 a.m., October 1, 2008

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    



    STOCK
      PURCHASE AGREEMENT

    


    


    THIS
      STOCK PURCHASE AGREEMENT is made effective as of 12:01 a.m., October 1, 2008
      (the “Agreement”), among Titan Global Holdings, Inc., a corporation existing
      under the laws of Utah (the “Purchaser”), Crescent Fuels, Inc. (the “Company” of
“CFI”) and Johnson Enterprises of Kansas, LLC, Jeff McReynolds, Karen E. Reeder
      Trust, Harrison F. Johnson, Jr., and Martha M. Johnson Trust (the “Seller” and
      collectively “Sellers”), shareholders in the Company.

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      the Sellers own an aggregate of 4,756 shares of common stock $1.00] par value,
      and 1,250 share of preferred stock (par value $1,000), of the Company (the
      “Shares”) which Shares constitute 47.56% of the issued and outstanding shares of
      the common stock, and 100% of the preferred stock, of the Company, the ownership
      of such shares by each Seller being as set forth in Exhibit “A”, attached
      hereto; and

     

    WHEREAS,
      the Sellers desire to sell to Purchaser, and the Purchaser desires to purchase
      from the Sellers, the Shares for the purchase price and upon the terms and
      conditions hereinafter set forth; 

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements hereinafter contained, the parties hereby agree as
      follows:

     

    ARTICLE
      I

     

    SALE
      AND
      PURCHASE OF SHARES

     

    1.1 Sale
      and Purchase of Shares. Effective
      as of 12:01 a.m., October 1, 2008 (the “Effective Time”) and upon the terms and
      subject to the conditions contained herein, on the closing date of the
      transactions contemplated herein (the “Closing Date”), the Sellers shall sell,
      assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall
      purchase from the Sellers, all Shares of the Company owned by the Sellers (the
      “Closing”). The
      Option Agreement between Phillip Near and Johnson Enterprises of Kansas, LLC dated
      December 31, 2007 for the purchase of shares of Crescent Fuels, Inc. shall
      be
      terminated at Closing without exercise of the Option.

     

    ARTICLE
      II

     

    PURCHASE
      PRICE AND OTHER CONSIDERATION

     

    2.1 Purchase
      Price.
      The
      purchase price for the common stock shall be an aggregate of $992,256,
      consisting of (i) $1.00 in cash per share ($4,756 in the aggregate), and $10.00
      in cash per share for the preferred shares ($12,500 in the aggregate), plus
      (ii)
      325,000 shares of the common stock of Purchaser, which Purchaser values at
      $975,000 ($3.00 per share). In addition, Seller shall be issued Warrants for
      the
      purchase of 600,000 additional shares of Purchaser’s common stock at a price of
      $3.00 per share, such warrants being exercisable at any time on or before
      September 30, 2013. The Shares and Warrants shall be allocated among Sellers
      as
      they may direct in writing. In addition, Purchaser and Company shall furnish
      the
      additional consideration set forth in Section 2.2, below. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    2.2 Additional
      Consideration.
      As
      additional consideration for the Shares, Purchaser agrees to pay, perform and
      cause the following:

    


    
      	 	
              (a)

            	
              Purchaser
                shall acquire and/or cause Greystone Business Credit to acquire from
                M
                & I Marshall & Ilsley Bank (“M&I Bank”) all of the
                indebtedness owed by the Company’s subsidiaries, Crescent Oil Company,
                Inc. and Crescent Stores, Inc. (save and except a certain equipment
                lease
                due M & I Equipment Finance which shall remain due and owing and any
                other indebtedness as mutually agreed between the Purchaser and M&I).
                Purchaser may acquire such indebtedness from M&I Bank after the
                Closing; provided the Purchaser has reached an agreement in principle
                with
                M&I to purchase the indebtedness from M&I. and all suits, claims
                and causes of action whatsoever in favor of said Bank arising from,
                or in
                any way relating to such indebtedness, shall be deemed as of closing
                released and discharged as against Sellers and as against the officers,
                directors, stockholders and employees of the Company and its subsidiaries.
                If such indebtedness is acquired by Greystone Business Credit, Purchaser
                shall cause Greystone to issue written confirmation of the release
                and
                discharge of the obligations set forth herein. The foregoing
                notwithstanding, Purchaser may arrange interim or bridge financing
                through
                M&I Bank, partial or complete, so long as such financing results in
                release and discharge as herein
                provided.

            


    

    


    
      	 	
              (b)

            	
              Purchaser,
                the Company, and each subsidiary of the Company, shall be deemed
                at
                Closing to have released and discharged Sellers in their capacity
                as
                directors, officers, and stockholders of the Company and its subsidiaries
                as to any and all suits, claims and causes of action whatsoever arising
                from or any way relating to Sellers’ prior service in those offices and
                capacities. Such release shall extend to and benefit the trustees
                of those
                Sellers which are trusts (specifically to include Karen E. Reeder,
                William
                H. Reeder and Jon R. Viets).

            


    

    


    
      	 	
              (c)

            	
              The
                corporate indemnification policies of the Company and the subsidiaries
                as
                set forth in the Articles of Incorporation and/or Operating Agreements
                and
                Bylaws shall remain in full force and effect with respect to matters
                arising or relating to periods of time preceding the Closing for
                the
                benefit of Sellers (and their trustees) in their former capacity
                as
                officers, directors and
                stockholders.

            


    

    


    
      	 	
              (d)

            	
              The
                Company has disclosed to Purchaser the existence of certain related
                party
                transactions or relationships, including certain loans and payables
                due
                Sellers, purchases, sales and leases of real estate and other property
                between Sellers and the Company or its subsidiaries, and compensation
                and
                benefits paid. Purchaser, the Company and each subsidiary of the
                Company
                shall be deemed at Closing to have released and discharged Sellers
                (and
                their trustees) from any and all suits, claims and causes of action
                relating to any and all such loans, payables, purchases, sales, leases,
                compensation and benefits, including any claims based upon conflict
                of
                interest or voidable contract based upon fiduciary relationship.
                The
                continuing obligations of Purchaser, the Company and its subsidiaries
                with
                respect to such related party transactions shall be as set forth
                in
                Section 2.3 with respect to loans and payables and in Section 2.4
                with
                respect to sales, purchases and leases of real estate and other
                property.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    2.3. Shareholder
      Loans.
      Existing shareholder loans shall be paid as follows:

    


    
      	 	
              (a)

            	
              The
                Company shall within 30 days of Closing pay, or make acceptable
                arrangements to pay, shareholder loans due Karen Reeder Trust
                ($36,443.96), Harrison F. Johnson, Jr. ($36,443.96) and Martha M.
                Johnson
                Trust ($72,887.92).

            


    

    


    
      	 	
              (b)

            	
              The
                Company’s subsidiary Crescent Oil Company, Inc. shall pay Johnson
                Enterprises of Kansas, LLC the unpaid balance of promissory note
                ($48,623.62) in monthly installments of principal and interest in
                the
                amount of $3,626.98 each until paid in
                full.

            


    

    


    
      	 	
              (c)

            	
              Notes
                payable due Johnson Enterprises of Kansas, LLC from Crescent Holdings,
                Inc. in the amount of $150,000 and from Crescent Fuels, Inc. in the
                amount
                of $484,000 shall be consolidated and shall be paid as follows: $634,000
                convertible debenture, interest at 7.5% per annum, principal of $17,500
                paid quarterly together with all accrued interest, principal being
                convertible at election of the holder into Purchaser’s common shares at
                the rate of $3.00 principal amount per common share. Payment of the
                consolidated notes shall be subordinate to indebtedness of the Company
                due
                Greystone Business Credit to be reflected by separate Subordination
                Agreement.

            


    

    


    
      	 	
              (d)

            	
              Customer
                deposit of $80,000 due from Crescent Oil Company, Inc. to Martha
                M.
                Johnson Trust has been satisfied and is hereby released and
                discharged.

            


    

    


    2.4 Related
      Party Leases.
      Real
      estate and equipment leases between the Company and its subsidiaries and Sellers
      and their affiliates shall be paid and performed as follows:

    


    
      	 	
              (a)

            	
              Real
                Estate lease between ACKS Realty and Crescent Oil Company pertaining
                to
                the Iola, KS Jump Start #1, now exchanged for the leasehold estate
                at 216
                E. 23rd,
                Ottawa, Kansas, shall be settled as follows: (i) Payment to ACKS
                Realty in
                the amount of $11,923.05 by credit against account receivable due
                Crescent
                Holdings, Inc.; (ii) Crescent Oil Company, Inc. shall make remaining
                payments of $1,350 per month for 50 months; and (iii) ACKS Realty
                shall
                convey the Iola, KS Jump Start #1 real estate to Pete’s of Erie, Inc. in
                full exchange for the leasehold estate at 216 E. 23rd,
                Ottawa, Kansas. Upon payment of all sums due ACKS Realty, it shall
                have no
                further right or interest in either the Iola or Ottawa
                properties.

            


    

    


    
      	 	
              (b)

            	
              Real
                estate and equipment leases from K&BR Enterprises, LLC to Crescent Oil
                Company, Inc. pertaining to properties in Peculiar, MO, Harrison,
                AR, and
                Newton, KS, shall continue in force in accordance with the terms
                thereof.
                On or before 9/30/11 the Company shall purchase, or cause to be purchased,
                each of such properties at K&BR’s cost (Peculiar - $525,000 plus
                balance on equipment lease; Harrison - $800,000; and, Newton - $800,000)
                with the purchases structured to permit K&BR to conduct Section 1031
                exchanges for properties identified by
                K&BR.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    
      	 	
              (c)

            	
              Real
                estate lease from Johnson Enterprises to Crescent Oil Company, Inc.
                pertaining to 112 N. 10th,
                Independence, Kansas, shall continue in force in accordance with
                its
                terms. On or before 9/30/11 the Company shall purchase, or cause
                to be
                purchased, the subject property at Johnson Enterprises’ cost of $155,000.
                Provided the Company fulfills its obligations hereunder, Johnson
                Enterprises will not permit the property to be utilized for convenience
                store or motor fuel sales.

            


    

    


    2.5 Health
      Insurance Plan.
      Karen
      E. Reeder, William H. Reeder, Harrison F. Johnson, Jr., Marilyn Johnson, Philip
      Johnson and Carolyn Johnson participate in the Company sponsored health
      insurance plan, and shall be permitted to do so up through 9/30/09, premium
      costs to be reimbursed to the Company by the plan participants
      monthly.

    


    ARTICLE
      III

    CLOSING
      AND TERMINATION

     

    3.1 Closing
      Date. Subject
      to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof
      (or the waiver thereof by the party entitled to waive that condition), the
      Closing of the sale and purchase of the Shares provided for in Section 1.1
      hereof (the "Closing") shall take place at 116 W. Myrtle, Independence, Kansas
      (or at such other place as the parties may designate in writing) on such date
      as
      the Seller and the Purchaser may designate. 

     

    3.2 Termination
      of Agreement. This
      Agreement may be terminated prior to the Closing as follows:

     

    
      	 	
              (a)

            	
              At
                the election of the Seller or the Purchaser on or after October 31,
                2008,
                if the Closing shall not have occurred by the close of business on
                such
                date, provided that the terminating party is not in default of any
                of its
                obligations hereunder;

            


    

     

    (b) by
      mutual
      written consent of the Seller and the Purchaser; or

     

    
      	 	
              (c)

            	
              by
                the Seller or the Purchaser if there shall be in effect a final
                nonappealable order of a governmental body of competent jurisdiction
                restraining, enjoining or otherwise prohibiting the consummation
                of the
                transactions contemplated hereby; it being agreed that the parties
                hereto
                shall promptly appeal any adverse determination which is not nonappealable
                (and pursue such appeal with reasonable
                diligence).

            


    

     

    3.3 Procedure
      Upon Termination. In
      the
      event of termination and abandonment by the Purchaser or the Seller, or both,
      pursuant to Section 3.2 hereof, written notice thereof shall forthwith be given
      to the other party or parties, and this Agreement shall terminate, and the
      purchase of the Shares hereunder shall be abandoned, without further action
      by
      the Purchaser or the Seller. If this Agreement is terminated as provided herein,
      each party shall redeliver all documents, work papers and other material of
      any
      other party relating to the transactions contemplated hereby, whether so
      obtained before or after the execution hereof, to the party furnishing the
      same.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    3.4 Effect
      of Termination. In
      the
      event that this Agreement is validly terminated as provided herein, then each
      of
      the parties shall be relieved of their duties and obligations arising under
      this
      Agreement after the date of such termination and such termination shall be
      without liability to the Purchaser, the Company or the Seller; provided,
      further, however, that nothing in this Section 3.4 shall relieve the Purchaser
      or the Seller of any liability for a breach of this Agreement.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLERS

     

    When
      used
      in this Article IV, any representation given with respect to the Company shall
      be a representation with respect to the Company and its subsidiaries. The Seller
      hereby represents and warrants to the Purchaser that:

     

    4.1 Organization
      and Good Standing of the Company.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Kansas. 

    


    4.2 Authority.
      Each
      Seller represents it has full power and authority to execute, deliver and
      perform this Agreement with respect to the shares owned by Seller as set forth
      in Exhibit “A”, attached hereto.

    


    4.3 Shares.
      Each
      Seller represents it is the lawful record and beneficial owner of the shares
      set
      forth in Exhibit “A”, free and clear of any liens, pledges, encumbrances,
      charges, claims or restrictions of any kind and that it has good right, title
      and authority to sell and transfer such shares.

    


    4.4 Investment
      Intention.
      Each
      Seller represents that it is acquiring Purchaser’s common stock (and any
      warrants therefore) for its own account for investment purposes only and not
      with a view to the distribution (as such term is used in Section 2(11) of the
      Securities Act) thereof. Each Seller understands that Purchaser’s common stock
      to be issued to Sellers has not been registered under the Securities Act and
      cannot be sold unless subsequently registered under the Securities Act or an
      exemption from such registration is available.

     

    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    5.1 Organization
      and Good Standing. The
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the laws of its state of incorporation.

     

    5.2 Authority.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (a)

            	
              The
                execution and delivery of this Agreement and the consummation of
                the
                transactions contemplated herein have been, or will prior to Closing
                be,
                duly and validly approved and acknowledged by all necessary corporate
                action on the part of the
                Purchaser.

            


    

    


    
      	 	
              (b)

            	
              The
                execution of this Agreement and the delivery hereof to the Seller
                and the
                purchase contemplated herein have been, or will be prior to Closing,
                duly
                authorized by the Purchaser’s Board of Directors having full power and
                authority to authorize such
                actions.

            


    

     

    5.3 Conflicts;
      Consents of Third Parties. 

     

    
      	 	
              (a)

            	
              The
                execution and delivery of this Agreement, the acquisition of the
                Shares by
                Purchaser and the consummation of the transactions herein contemplated,
                and the compliance with the provisions and terms of this Agreement,
                are
                not prohibited by the Articles of Incorporation or Bylaws of the
                Purchaser
                and will not violate, conflict with or result in a breach of any
                of the
                terms or provisions of, or constitute a default under, any court
                order,
                indenture, mortgage, loan agreement, or other agreement or instrument
                to
                which the Purchaser is a party or by which it is
                bound.

            


    

     

    
      	 	
              (b)

            	
              No
                consent, waiver, approval, order, permit or authorization of, or
                declaration or filing with, or notification to, any person or governmental
                body is required on the part of the Purchaser in connection with
                the
                execution and delivery of this Agreement or the Purchaser Documents
                or the
                compliance by Purchaser with any of the provisions hereof or
                thereof.

            


    

     

    5.4 Litigation. There
      are
      no legal proceedings pending or, to the best knowledge of the Purchaser,
      threatened that are reasonably likely to prohibit or restrain the ability of
      the
      Purchaser to enter into this Agreement or consummate the transactions
      contemplated hereby.

     

    5.5 Investment
      Intention. The
      Purchaser is acquiring the Shares for its own account, for investment purposes
      only and not with a view to the distribution (as such term is used in Section
      2(11) of the Securities Act) thereof. Purchaser understands that the Shares
      have
      not been registered under the Securities Act and cannot be sold unless
      subsequently registered under the Securities Act or an exemption from such
      registration is available.

     

    5.6 Broker.
      The
      Purchaser has not retained any broker in connection with any transaction
      contemplated by this Agreement. Seller shall not be obligated to pay any fee
      or
      commission associated with the retention or engagement by the Purchaser of
      any
      broker in connection with any transaction contemplated by this
      Agreement.

     

    ARTICLE
      VI

    COVENANTS

     

    6.1 Other
      Actions. Each
      of
      the Sellers and the Purchaser shall use its best efforts to (i) take all actions
      necessary or appropriate to consummate the transactions contemplated by this
      Agreement and (ii) cause the fulfillment at the earliest practicable date of
      all
      of the conditions to their respective obligations to consummate the transactions
      contemplated by this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    6.2 Publicity. None
      of
      the Seller or the Purchaser shall issue any press release or public announcement
      concerning this Agreement or the transactions contemplated hereby without
      obtaining the prior written approval of the other party hereto, which approval
      will not be unreasonably withheld or delayed; provided
      that,
      to the
      extent required by applicable law, the party intending to make such release
      shall use its best efforts consistent with such applicable law to consult with
      the other party with respect to the text thereof. 

     

    ARTICLE
      VII

    CONDITIONS
      TO CLOSING

     

    7.1 Conditions
      Precedent to Obligations of the Purchaser. The
      obligation of the Purchaser to consummate the transactions contemplated by
      this
      Agreement is subject to the fulfillment, on or prior to the Closing Date, of
      each of the following conditions (any or all of which may be waived by the
      Purchaser in whole or in part to the extent permitted by applicable
      law):

     

    
      	 	
              (a)

            	
              the
                Purchaser shall have reached an agreement in principle to purchase
                from
                M&I Bank the loans made by M&I Bank to Crescent Oil Company, Inc.
                and Crescent Stores Corporation;

            


    

     

    
      	 	
              (b)

            	
              all
                representations and warranties of the Sellers contained herein shall
                be
                true and correct as of the date
                hereof;

            


    

     

    
      	 	
              (c)

            	
              the
                Sellers shall have performed and complied in all material respects
                with
                all obligations and covenants required by this Agreement to be performed
                or complied with by them on or prior to the Closing
                Date;

            


    

     

    
      	 	
              (d)

            	
              Certificates
                representing the Shares shall have been, or shall at the Closing
                be,
                validly delivered and transferred to the Purchaser, free and clear
                of any
                and all Liens;

            


    

     

    
      	 	
              (e)

            	
              there
                shall not have been or occurred any material adverse change in the
                Business;

            


    

     

    
      	 	
              (f)

            	
              no
                Legal Proceedings shall have been instituted or threatened or claim
                or
                demand made against the Sellers, the Company, or the Purchaser seeking
                to
                restrain or prohibit or to obtain substantial damages with respect
                to the
                consummation of the transactions contemplated hereby, and there shall
                not
                be in effect any order by a governmental body of competent jurisdiction
                restraining, enjoining or otherwise prohibiting the consummation
                of the
                transactions contemplated hereby. 

            


    

     

    7.2 Conditions
      Precedent to Obligations of the Seller. The
      obligations of the Seller to consummate the transactions contemplated by this
      Agreement are subject to the fulfillment, prior to or on the Closing Date,
      of
      each of the following conditions (any or all of which may be waived by the
      Sellers in whole or in part to the extent permitted by applicable
      law):

     

    
      	 	
              (a)

            	
              all
                representations and warranties of the Purchaser contained herein
                shall be
                true and correct as of the date
                hereof;

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (b)

            	
              the
                Purchaser shall have performed and complied in all material respects
                with
                all obligations and covenants required by this Agreement to be performed
                or complied with by Purchaser on or prior to the Closing
                Date;

            


    

     

    
      	 	
              (c)

            	
              Certificates
                representing the shares of Purchaser’s common stock shall at the Closing
                be validly issued and delivered to Sellers, free and clear of all
                liens;
                and

            


    

     

    
      	 	
              (d)

            	
              no
                Legal Proceedings shall have been instituted or threatened or claim
                or
                demand made against the Seller, the Company, or the Purchaser seeking
                to
                restrain or prohibit or to obtain substantial damages with respect
                to the
                consummation of the transactions contemplated hereby, and there shall
                not
                be in effect any Order by a Governmental Body of competent jurisdiction
                restraining, enjoining or otherwise prohibiting the consummation
                of the
                transactions contemplated hereby.

            


    

     

    ARTICLE
      VIII

    DOCUMENTS
      TO BE DELIVERED

     

    8.1 Documents
      to be Delivered by the Seller. At
      the
      Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser
      the following:

     

    
      	 	
              (a)

            	
              stock
                certificates representing the Shares, duly endorsed in blank or
                accompanied by stock transfer powers and with all requisite stock
                transfer
                tax stamps attached; 

            


    

     

    
      	 	
              (b)

            	
              such
                other documents as the Purchaser shall reasonably
                request.

            


    

     

    8.2 Documents
      to be Delivered by the Purchaser. At
      the
      Closing, the Purchaser shall deliver to the Seller the following:

     

    (a) the
      Purchase Price;

     

    
      	 	
              (b)

            	
              the
                certificates for the shares of Purchaser’s common stock to be issued to
                Sellers; and 

            


    

     

    (c) such
      other documents as the Seller shall reasonably request.

     

    ARTICLE
      IX

    MISCELLANEOUS

     

    9.1 Payment
      of Sales, Use or Similar Taxes. All
      sales, use, transfer, intangible, recordation, documentary stamp or similar
      Taxes or charges, of any nature whatsoever, applicable to, or resulting from,
      the transactions contemplated by this Agreement shall be borne by the
      Purchaser. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    9.2 Survival
      of Representations and Warranties. The
      parties hereto hereby agree that the representations and warranties contained
      in
      this Agreement or in any certificate, document or instrument delivered in
      connection herewith, shall survive the execution and delivery of this Agreement,
      and the Closing hereunder, regardless of any investigation made by the parties
      hereto; provided, however, that any claims or actions with respect thereto
      shall
      terminate unless asserted by litigation within twenty four (24) months after
      the
      Closing Date.

     

    9.3 Expenses. Except
      as
      otherwise provided in this Agreement, the Seller and the Purchaser shall each
      bear its own expenses incurred in connection with the negotiation and execution
      of this Agreement and each other agreement, document and instrument contemplated
      by this Agreement and the consummation of the transactions contemplated hereby
      and thereby, it being understood that in no event shall the Company bear any
      of
      such costs and expenses.

     

    9.4 Further
      Assurances. The
      Seller and the Purchaser each agrees to execute and deliver such other documents
      or agreements and to take such other action as may be reasonably necessary
      or
      desirable for the implementation of this Agreement and the consummation of
      the
      transactions contemplated hereby.

     

    9.5 Submission
      to Jurisdiction; Consent to Service of Process.

     

    
      	 	
              (a)

            	
              The
                parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
                of any federal or state court located within the State of Kansas
                over any
                dispute arising out of or relating to this Agreement or any of the
                transactions contemplated hereby and each party hereby irrevocably
                agrees
                that all claims in respect of such dispute or any suit, action proceeding
                related thereto may be heard and determined in such courts. The parties
                hereby irrevocably waive, to the fullest extent permitted by applicable
                law, any objection which they may now or hereafter have to the laying
                of
                venue of any such dispute brought in such court or any defense of
                inconvenient forum for the maintenance of such dispute. Each of the
                parties hereto agrees that a judgment in any such dispute may be
                enforced
                in other jurisdictions by suit on the judgment or in any other manner
                provided by law.

            


    

     

    
      	 	
              (b)

            	
              Each
                of the parties hereto hereby consents to process being served by
                any party
                to this Agreement in any suit, action or proceeding by the mailing
                of a
                copy thereof in accordance with the provisions of Section
                10.10.

            


    

     

    9.6 Entire
      Agreement; Amendments and Waivers.
      This
      Agreement (including the schedules and exhibits hereto) represents the entire
      understanding and agreement between the parties hereto with respect to the
      subject matter hereof and can be amended, supplemented or changed, and any
      provision hereof can be waived, only by written instrument making specific
      reference to this Agreement signed by the party against whom enforcement of
      any
      such amendment, supplement, modification or waiver is sought. No action taken
      pursuant to this Agreement, including without limitation, any investigation
      by
      or on behalf of any party, shall be deemed to constitute a waiver by the party
      taking such action of compliance with any representation, warranty, covenant
      or
      agreement contained herein. The waiver by any party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a further
      or
      continuing waiver of such breach or as a waiver of any other or subsequent
      breach. No failure on the part of any party to exercise, and no delay in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of such right, power or remedy
      by such party preclude any other or further exercise thereof or the exercise
      of
      any other right, power or remedy. All remedies hereunder are cumulative and
      are
      not exclusive of any other remedies provided by law.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    9.7 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Kansas.

     

    9.8 Notices. All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed given when delivered personally or mailed by certified mail,
      return receipt requested, or overnight mail courier to the parties (and shall
      also be transmitted by facsimile to the persons receiving copies
      thereof) at the following addresses (or to such other address as a party may
      have specified by notice given to the other party pursuant to this
      provision):

     

    
      	 	
              (a)

            	
              Purchaser:

            


    

    


    Titan
      Global Holdings, Inc

    1700
      Jay
      Ell Drive, Suite 200

    Richardson,
      TX 75081

    Attn:
      Bryan Chance, CEO & President

    Phone:
      (972) 470-9100

    Facsimile:
      (972) 767-3117

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Copy
      to:

    


    Thomas
      A.
      Rose, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway

    New
      York,
      New York 10006

    Phone:
      (212) 930-9700

    Facsimile:
      (212) 930-9725

    


    
      	 	
              (b)

            	
              Sellers:

            


    

    


    c/o
      Jon
      R. Viets

    Attorney
      at Law

    Suite
      604, 201 N. Penn Ave.

    Independence,
      KS 67301

    Phone:
      (620) 331-0144

    Facsimile:
      (620) 331-1808

     

    9.9 Severability. If
      any
      provision of this Agreement is invalid or unenforceable, the balance of this
      Agreement shall remain in effect.

     

    9.10 Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and permitted assigns. Nothing in this Agreement
      shall create or be deemed to create any third party beneficiary rights in any
      person or entity not a party to this Agreement except as provided below. No
      assignment of this Agreement or of any rights or obligations hereunder may
      be
      made by either the Seller or the Purchaser (by operation of law or otherwise)
      without the prior written consent of the other parties hereto and any
      attempted assignment
      without the required consents shall be void;
      provided
      that the Purchaser shall be able to assign this Agreement to Greystone Business
      Credit or an entity that controls or is under common control with Purchaser
      

     

    [INTENTIONALLY
      BLANK]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Agreement as of the date first written
      above.

    


    TITAN
      GLOBAL HOLDINGS, INC.

    


    


    By:
      /s/ Bryan
      Chance                       


    Bryan
      Chance,

    Chief
      Executive Officer & President

    


    CRESCENT
      FUELS, INC.

    


    


    By: 
      /s/ Phillip
      Near                              


    Phillip
      Near

    President

     

    

    

       

       

    

    JOHNSON
      ENTERPRISES OF KANSAS, LLC

    


    


    By: /s/
      Harrison F. Johnson,
      Jr.           

    


    


    KAREN
      E. REEDER TRUST

    


    


    By:
      /s/ Karen E. Reeder,
      Trustee          


    Karen
      E.
      Reeder, Trustee

    


    


    By:
      /s/ William H. Reeder,
      Trustee          

    William
      H. Reeder, Trustee

    


    


    /s/
      Harrison F. Johnson,
      Jr.                       


    HARRISON
      F. JOHNSON, JR.

    


    


    MARTHA
      M. JOHNSON TRUST

    


    


    By:
      /s/ Jon R. Viets

    Jon
      R.
      Viets, Trustee