AND THE
LIABILITY AND OBLIGATIONS OF APOLLO AND APOLLO LNG UNDER THIS AGREEMENT SHALL BE
JOINT AND SEVERAL.
10.21.
KEN KELLEY GOODWILL.
KEN KELLEY IS ENTERING INTO THIS AGREEMENT
SOLELY FOR THE PURPOSE OF CONVEYING THE KEN KELLEY GOODWILL AND RECEIVING AS
CONSIDERATION THEREFOR, THE APOLLO SHARES ALLOCABLE TO KEN KELLEY.
KEN KELLEY
MAKES NO REPRESENTATIONS, WARRANTIES, COVENANTS, OR AGREEMENTS WITH RESPECT TO
THE UNITS, OR WITH RESPECT TO THE OBLIGATIONS, REPRESENTATIONS, WARRANTIES,
COVENANTS, AND AGREEMENTS OF SELLER HEREUNDER, OR OTHERWISE WITH RESPECT TO THIS
AGREEMENT AND THE MATTERS CONTEMPLATED HEREUNDER; IT BEING EXPRESSLY UNDERSTOOD
AND AGREED THAT KEN KELLEY SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER.
IT IS EXPRESSLY
UNDERSTOOD AND AGREED, HOWEVER, THAT ALL OF THE OBLIGATIONS OF APOLLO AND APOLLO
LNG HEREUNDER, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREUNDER,
INCLUDING ALL REPRESENTATIONS, COVENANTS, AND AGREEMENTS OF APOLLO AND APOLLO
LNG, SHALL INURE DIRECTLY TO THE BENEFIT OF KEN KELLEY, IN THAT EITHER KEN
KELLEY OR SELLER MAY ENFORCE THE OBLIGATIONS OF APOLLO AND APOLLO LNG, WITH
RESPECT TO THE APOLLO SHARES RECEIVED BY KEN KELLEY, DIRECTLY AGAINST APOLLO AND
APOLLO LNG ON BEHALF OF KEN KELLEY.
10.22.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER CONTAINED IN THIS
AGREEMENT.
ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS OF THE PARTIES, ORAL OR WRITTEN, ARE SUPERSEDED BY AND MERGED IN
THIS AGREEMENT.
NO SUPPLEMENT, MODIFICATION OR AMENDMENT OF THIS AGREEMENT WILL
BE BINDING UNLESS IN WRITING AND EXECUTED BY APOLLO LNG AND SELLER.
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
set forth above.
APOLLO RESOURCES INTERNATIONAL, INC.
By:
43
APOLLO LNG, INC.
By:
44
NEPTUNE LEASING, INC.
By:
45
GOLDEN SPREAD ENERGY, INC.
By:
46
Ken Kelley
47