OR OTHERWISE HAVE A MATERIAL ADVERSE EFFECT,
(III) AND LIENS SET FORTH ON SCHEDULE 1.1(V).
(W)
"PERSON" SHALL MEAN AND INCLUDE AN INDIVIDUAL,
PARTNERSHIP,
LIMITED PARTNERSHIP,
LIMITED LIABILITY COMPANY,
CORPORATION,
ASSOCIATION,
JOINT STOCK COMPANY,
TRUST,
JOINT VENTURE, UNINCORPORATED ORGANIZATION, OR A
GOVERNMENTAL AUTHORITY.
(X)
"REGISTRATION RIGHTS AGREEMENT" MEANS THE REGISTRATION RIGHTS
AGREEMENT OF EVEN DATE HEREWITH, ENTERED INTO BETWEEN NEPTUNE, GOLDEN SPREAD,
KEN KELLEY, APOLLO AND APOLLO LNG, PROVIDING FOR CERTAIN REGISTRATION RIGHTS OF
GOLDEN SPREAD, NEPTUNE, AND KEN KELLEY WITH RESPECT TO THE APOLLO LNG STOCK.
(Y)
"RESPONSIBLE OFFICER" SHALL MEAN, WITH RESPECT TO ANY PERSON, THE
CHIEF EXECUTIVE OFFICER, THE PRESIDENT, THE RESPECTIVE VICE PRESIDENTS IN CHARGE
OF OPERATIONS, LEGAL, FINANCE, AND ACCOUNTING OF SUCH PERSON AND, IN EACH CASE,
ANY PERSON FULFILLING SUBSTANTIALLY THE SAME ROLE FOR SUCH PERSON, HOWEVER
DESIGNATED.
(Z)
"TRANSITION SERVICES AGREEMENT" MEANS THE TRANSITION SERVICES
AGREEMENT OF EVEN DATE HEREWITH, BETWEEN GOLDEN SPREAD AND APOLLO.
1.2.
RULES OF INTERPRETATION.
(A)
THE SINGULAR INCLUDES THE PLURAL, AND THE PLURAL INCLUDES THE
SINGULAR.
5
(B)
A REFERENCE TO ANY LAW INCLUDES ANY AMENDMENT OR MODIFICATION
THERETO, ALL RULES AND REGULATIONS PROMULGATED UNDER SUCH LAW AND ALL
ADMINISTRATIVE AND JUDICIAL AUTHORITY EXERCISABLE THEREUNDER.
(C)
A REFERENCE TO ANY CONTRACT, AGREEMENT OR INSTRUMENT INCLUDES ANY
AMENDMENT OR MODIFICATION THERETO INCLUDING BY WAIVER OR CONSENT.
(D)
A REFERENCE TO PERSON INCLUDES ITS PERMITTED SUCCESSORS AND
ASSIGNS.
(E)
ANY DATE SPECIFIED FOR ANY ACTION THAT IS NOT A BUSINESS DAY SHALL
BE DEEMED TO MEAN THE FIRST BUSINESS DAY AFTER SUCH DATE.
(F)
THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN DRAFTED BY EACH PARTY
HERETO AND THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY AS A
PRINCIPAL DRAFTS PERSON.
2.
AGREEMENT FOR TRANSFER AND EXCHANGE
2.1.
TRANSFER AND EXCHANGE.
UPON THE TERMS AND SUBJECT TO THE
CONDITIONS SET FORTH IN THIS AGREEMENT, SELLER SHALL TRANSFER TO APOLLO LNG, AND
APOLLO LNG SHALL ACQUIRE FROM SELLER, THE UNITS IN EXCHANGE FOR (THE "EXCHANGE
CONSIDERATION") (I) TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS
($12,500,000.00) IN SERIES A $1.00 PAR VALUE 8.5% CUMULATIVE NON-VOTING
CONVERTIBLE PREFERRED STOCK IN APOLLO LNG (THE "SERIES A STOCK"); AND (II)
TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($12,500,000.00) IN SERIES B $1.00
PAR VALUE 8.5% CUMULATIVE NON-VOTING CONVERTIBLE PREFERRED STOCK IN APOLLO LNG
(THE "SERIES B STOCK") (COLLECTIVELY, THE SERIES A STOCK AND THE SERIES B STOCK
SHALL BE REFERRED TO HEREIN AS THE "APOLLO LNG STOCK").
(A)
SELLER SHALL ASSIGN, TRANSFER AND DELIVER TO APOLLO LNG THE UNITS
REPRESENTING 100% OF THE TOTAL MEMBERSHIP UNITS IN ALT AND SHALL REPRESENT TO
APOLLO LNG THAT THERE ARE NO ADDITIONAL MEMBERSHIP UNITS IN ALT OF ANY NATURE OR
OF ANY CATEGORY AND SHALL DELIVER AN ASSIGNMENT OF THE UNITS IN FORM AND
SUBSTANCE ACCEPTABLE TO COUNSEL FOR APOLLO LNG; AND
(B)
APOLLO LNG SHALL ACCEPT AND ACQUIRE THE UNITS FROM SELLER AND IN
EXCHANGE THEREFOR, SHALL DELIVER TO SELLER AND TO KEN KELLEY THE APOLLO LNG
STOCK, WHICH SHALL BE COMPOSED OF 12,500,000 SHARES OF SERIES