PERFORMANCE OF THIS AGREEMENT OR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
(Y)
FINDER'S FEE.
ALL NEGOTIATIONS RELATIVE TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, HAVE BEEN CARRIED ON BY THE SHAREHOLDERS AND
THEIR COUNSEL DIRECTLY WITH BUYER AND ITS COUNSEL, WITHOUT THE INTERVENTION OF
ANY OTHER PERSON IN SUCH MANNER AS TO GIVE RISE TO ANY VALID CLAIM AGAINST ANY
OF THE PARTIES HERETO FOR A BROKERAGE COMMISSION, FINDER'S FEE OR ANY SIMILAR
PAYMENTS.
NOTWITHSTANDING THE FOREGOING, GK JONES & COMPANY, L.L.C. AND GREGORY
JONES (COLLECTIVELY "GK JONES") HAVE ASSERTED A LIEN UPON, AND ENTITLEMENT TO,
$1,000.000.00 OF THE PURCHASE PRICE BEING PAID TO RONALD D. JONES AND MELINDA
JONES UNDER THIS AGREEMENT.
RONALD D. JONES AND MELINDA JONES DENY THAT GK
JONES IS ENTITLED TO THE PAYMENT OF ANY MONEY BY THEM AND DENY THAT GK JONES HAS
ANY CLAIM TO A PORTION OF PURCHASE PRICE.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, TO ADDRESS THIS ISSUE, $1,000.000.00 OF
THE PURCHASE PRICE PAYABLE TO RONALD D. JONES AND MELINDA JONES (THE "ESCROWED
AMOUNT") SHALL INITIALLY BE WITHHELD BY BUYER FOR A PERIOD NOT TO EXCEED TEN
(10) BUSINESS DAYS AFTER THE CLOSING DATE.
DURING THIS PERIOD, RONALD D. JONES
AND MELINDA JONES AND BUYER WILL ENTER INTO AN ESCROW AGREEMENT WITH WELLS FARGO
BANK, N.A. IN A FORM SUBSTANTIALLY SIMILAR TO THE ESCROW AGREEMENT ATTACHED
HERETO AS SCHEDULE 2.1(Y), ESTABLISHING AN ESCROW ACCOUNT (THE "ESCROW ACCOUNT")
TO HOLD THE ESCROWED AMOUNT
18
AND EARN INTEREST TO BE PAID TO RONALD D. JONES AND MELINDA JONES.
WITHIN TWO
(2) BUSINESS DAYS AFTER THE ESTABLISHMENT OF THE ESCROW ACCOUNT, BUYER SHALL
DEPOSIT THE ESCROWED AMOUNT INTO THE ESCROW ACCOUNT.
THE ESCROWED AMOUNT SHALL
BE DISTRIBUTABLE TO RONALD D. JONES AND MELINDA JONES UPON: (I) A FINAL,
NON-APPEALABLE ORDER THAT GK JONES DOES NOT HAVE A CLAIM TO ANY PORTION OF THE
PURCHASE PRICE; OR (II) A WRITTEN RELEASE BY GK JONES OF ANY CLAIM TO THE
PURCHASE PRICE AND ANY ENCUMBRANCES AGAINST THE COMPANY, ANY OF THE COMPANY'S
ASSETS OR THE COMPANY SHARES IN ANY WAY ARISING UNDER OR OTHERWISE RELATING TO
SUCH CLAIM BY GK JONES; PROVIDED THE ESCROWED AMOUNT WILL ALSO BE DISTRIBUTABLE
AS OTHERWISE DIRECTED BY A COURT OF COMPETENT JURISDICTION.
ALL FEES AND
EXPENSES RELATING TO THE ESTABLISHMENT AND ADMINISTRATION OF THE ESCROW ACCOUNT
SHALL BE PAID BY RONALD D. JONES AND MELINDA JONES.
(Z)
SUFFICIENCY OF ASSETS.
THE TANGIBLE PERSONAL PROPERTY ASSETS OF
THE COMPANY LISTED ON SCHEDULE 2.1(H) HERETO ARE SUFFICIENT FOR THE CONTINUED
CONDUCT OF THE BUSINESS AFTER THE CLOSING IN SUBSTANTIALLY THE SAME MANNER AS
THE BUSINESS WAS CONDUCTED PRIOR TO THE CLOSING, OTHER THAN FOR THE USE OF
PHONES AND OTHER RELATED EQUIPMENT PURSUANT TO THE OFFICE AGREEMENT AND THE USE
OF FORKLIFTS PURSUANT TO THE SERVICES AGREEMENT.
BUYER ACKNOWLEDGES THAT THE
PROPERTIES LEASED BY THE COMPANY IN RAWLINS, WYOMING AND WILBURTON, OKLAHOMA MAY
CONTINUE FOR A PERIOD OF UP TO THIRTY (30) DAYS AFTER THE CLOSING