Attached files
| file | filename |
|---|---|
| 8-K - STW RESOURCES HOLDING CORP. | v196729_8k.htm |
| EX-10.2 - STW RESOURCES HOLDING CORP. | v196729_ex10-2.htm |
| EX-10.4 - STW RESOURCES HOLDING CORP. | v196729_ex10-4.htm |
| EX-10.1 - STW RESOURCES HOLDING CORP. | v196729_ex10-1.htm |
| EX-10.3 - STW RESOURCES HOLDING CORP. | v196729_ex10-3.htm |
JOINT
VENTURE AGREEMENT
THIS
AGREEMENT is made and entered into and shall be effective as of
the 5th day
of August, 2010, by and between Aqua Verde, LLC (“AV”) and STW Resources Holding
Corp. (“STW”), (each a “Party” and collectively the “Parties”).
WHEREAS: STW and AV desire to process
and reclaim any water including frac flowback and produced water (“produced
water”) from operations conducted by the Assigned Contracts (as defined
below).
WHEREAS: AV currently has executed or
is in discussions about executing Master Services Agreements (MSAs) and Master
Services Contracts (MSCs) with several natural gas drilling companies including
“*”, “*”, “*” and “*” in the Denver-Julesburg Basin (the “DJ Basin”)
natural gas geological formation located in Colorado, U.S.A. (each an “Assigned
Contract” and collectively the “Assigned Contracts”) that call for the
processing and reclamation of the produced water from their oil & gas
drilling operations and water processing for supply to drilling operators and/or
municipalities (the “Water Reclamation” or “Business”). In
addition, STW and AV agree to collectively work together through the Joint
venture to procure water reclamation contracts with “*” in the Delaware
Basin located in Texas, U.S.A.
WHEREAS: the Parties desire to
participate in the Business through a Joint Venture on the terms and subject to
the conditions set out herein;
WHEREAS: the Joint Venture
shall be governed by a governance document;
WHEREAS: One or more separate
entities (the “SPV”) to be wholly owned by the Joint Venture may need to be
established for each site and/or contract for the purposes of financing the
acquisition of equipment for such site. Each SPV shall have an operations and
maintenance (“O&M”) agreement. Exhibit “A” to this Agreement includes a
graphical representation of the proposed structure; and
WHEREAS: the Parties have agreed to
enter into this Agreement (a) to form and structure the Joint Venture, (b) to
define their respective contributions and responsibilities, and (c) to provide
for the distribution and sharing of the profits derived from the Joint Venture -
all as set out and defined in this Agreement.
NOW THEREFORE,
in consideration of the mutual covenants, terms and conditions herein,
and good and valuable consideration, the receipt and sufficiency of which is
mutually acknowledged, the Parties have agreed as follows:
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1.0
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Formation and
Structure of Joint Venture
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1.1
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Joint Venture
Vehicle: The
Parties hereby form and constitute themselves a joint venture operating
under a limited liability company to be formed under the laws of the state
of (to be determined), with the name “Water Reclamation Partners, LLC
(herein referred to as the “Joint Venture” or “JV”), effective as of the
date of this Agreement, for the purpose of engaging in the Business in the
manner hereinafter set out.
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____STW
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Page
1
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____AV
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1.2
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Nominees: The
Business will be carried on for and on behalf of the Joint Venture by one
or more nominee corporate entities (preferably limited liability
companies) (hereinafter referred to individually or collectively as the
“SPV”) to be incorporated under the corporate laws of the state of (to be
determined) with a certificate of formation and a company agreement in
such form and containing such provisions as shall be required by the state
of (to be determined), acceptable to STW, and taking into account the
nature and requirements of the
Business.
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1.3
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Ownership: At
all times during the continuance of the term of this Agreement, STW shall
own 51% of the membership interest in the JV and will have exclusive
control and management of the Business of the Joint Venture as conducted
through and by the JV for and on behalf of the Joint
Venture. AV shall own 49% of the membership interest in the
JV.
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1.4
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Steering
Committee: STW and AV hereby establish a committee (the
"Steering Committee") for the purpose of managing and directing the joint
pursuits of the Parties under the terms of and consistent with the
provisions of this Agreement. The Steering Committee shall be
composed of two (2) representatives (each a "Steering Committee
Representative") from each Party. Decisions
requiring approval of the Steering Committee and functions to
be performed include, but are not limited to: (a) analysis and
evaluation of projects and project opportunities, (b)
coordination of proposal preparation and business
development activities, (c) any project-specific profit-sharing
arrangements; and (d) any other matter submitted to the Steering Committee
by either of the Parties for consideration/decision. Except to the
extent set forth herein, all decisions made by the Steering Committee
shall require a majority vote. In the event of an impasse by
the Steering Committee Representatives, the Parties’ Steering Company
Representatives will attempt a second vote. Should it
result that the vote is at an impasse, then a vote shall be taken of the
limited liability company members of the JV, from which a majority vote of
the limited liability company members shall break the
impasse.
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1.5
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Unanimous
Approval: The following shall require the unanimous consent of both
Parties: (i) a merger or consolidation in which the JV is a constituent
party or a subsidiary of the JV is a constituent party and the JV issues
units of its membership interest pursuant to such merger or consolidation;
or (ii) the sale, lease, transfer, exclusive license or other disposition,
in a single transaction or series of related transactions, by the JV or
any subsidiary of the JV of all or substantially all the assets of the JV
and its subsidiaries taken as a whole, or the sale or
disposition (whether by merger or otherwise) of one or more subsidiaries
of the JV; and (iii) any modification(s) to this
Agreement.
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1.6
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Outside
Business: Nothing set forth herein shall in any way prevent STW or
AV from engaging in business outside of the DJ Basin with any other entity
for the purposes set forth in this
agreement.
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____STW
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Page
2
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____AV
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2.0
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Objectives of Joint
Venture
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2.1
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The basic objective: The
basic objective of the JV is to successfully conduct the Business, through
the JV, in a safe and minimal risk manner designed to generate profits
while ensuring preservation of the capital employed in the
Business.
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2.2
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Acknowledgement:
The Parties acknowledge and accept that achievement of the basic objective
of the Joint Venture requires the successful completion of each of the
following transactions:
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(i)
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The
Parties will enter into or AV shall assign MSAs and MSCs with several
natural gas drilling companies including but not limited to “*”, “*”, “*”
and “*” that call for the processing and reclamation of the produced water
in the DJ Basin from their oil & gas drilling operations and
contracts/introductions to owners of water resources to be processed for
recycling in drilling operations and/or for municipal
use;
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(ii)
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The
JV will use commercially reasonable efforts to obtain the necessary
equipment for each Assigned Contract, new contract and/or site project for
Water Reclamation to generate profits for the Joint
Venture.
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3.0
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Detailed
Implementation of Joint Venture
Business
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3.1
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Immediately following
the execution of this Agreement: AV will assign all of its existing
MSAs to the JV.
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3.2
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Equipment
Manufacturers: STW will work to provide the equipment for use by
each MSA for Water Reclamation. This equipment shall be
assigned to the SPV utilizing such equipment (or to the JV if the Parties
so desire) upon the payment in full of the principal and interest on any
financing related to the purchase of such equipment (the “STW
Loan”).
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3.3
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Contracts assigned to
the JV: All contracts shall remain the property of the JV,
whether further assigned to a specific SPV, retained by the JV, or
returned the JV by a SPV. In general, the JV will provide the total
project cost and analysis and shall appoint the operators that will
provide O&M services at each site. STW will provide the
equipment to reclaim the water. Initial set up costs will be paid pursuant
to each Party’s respective ownership
interests.
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3.4
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Pre-development
expenses: As contemplated in each Water Reclamation
Development Budget shall be included in the associated costs of the
project and equipment purchases and shall be reimbursed to the respective
parties through their respective ownership interests. At
present, no such expenses have been advanced by either party as to any
specific project related to the Assigned
Contracts.
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____STW
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Page
3
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____AV
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3.5
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Withdrawal from an
Assigned Contract: With
respect to any particular transaction involving an potential or actual
Assigned Contract, either Party may notify the other of its desire not to
proceed with the development of such Assigned Contract;
provided, that an election by either Party to withdraw from an Assigned
Contract shall not affect the rights of the other Party to
proceed with such Assigned Contract (including establishing its
own separate corporate entity to own and manage such withdrawn from
Assigned Contract). Any Party, which elects to withdraw in
compliance with the terms of this section will be released from any
liability or obligation under this Agreement with respect to the relevant
Assigned Contract accruing from the date of withdrawal. If any
Party determines to withdraw from any Assigned Contract, such Party agrees
that it shall use its reasonable efforts to withdraw from such Assigned
Contract in a manner that permits the non-withdrawing Party to continue
the proposal process for such Assigned Contract and causes the least harm
possible to the non-withdrawing Party, provided that the withdrawing Party
shall not be required to expend any further funds or incur additional
liabilities to do so. Notwithstanding anything herein to the
contrary, the withdrawing Party shall be prohibited from participating in
or pursuing any Assigned Contract alone with any other person or
entity.
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4.0
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Contributions,
Ownership and
Responsibilities
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4.1
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Ownership: STW
shall own 51% of the membership interests in the Joint
Venture.
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4.2
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STW
Consideration and
Responsibilities: STW shall be responsible for procurement,
financing and delivery of the necessary equipment to each project
location. STW shall also be responsible for the management of the JV
including, but not limited to, overseeing the accounting, legal, financial
and regulatory aspects of the JV. Once one or more SPV’s are
operational, the JV will be paid a monthly Administration Fee of $5,000.00
(the “JV Administration Fee”) for its services to the SPV’s (with the
Administration Fee to be increased or re-allocated among the SPV’s as more
SPV’s are formed).
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Upon the
execution of this Agreement: (a) the “*” MSA with AV will be assigned to
the JV (or its SPV nominee), and (b) STW shall pay to AV or its designee an
initial Development Fee of 500,000 shares of STW common stock. In addition, upon
the execution and assignment of any Assigned Contracts, the two Supplemental
Development Fees below shall be payable to AV or its designee on a one-time
basis, based on the following schedule:
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(i)
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At
such time that any one or more of the Assigned Contracts are producing a
minimum of 4,000 barrels/day of off-take for Water Reclamation over a 3
month period, AV shall be issued 150,000 shares of STW common
stock;
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____STW
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Page
4
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____AV
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(ii)
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At
such time that any one or more of the Assigned Contracts are producing a
minimum of 10,000 barrels/day of off-take for Water Reclamation over a 3
month period, AV shall be issued 150,000 shares of STW common
stock.
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4.3
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Aqua Verde
Consideration and
Responsibilities: AV will assign all its MSA’s and MSCs to the JV
including but not limited to all the MSAs and MSCs set forth
above. All future MSAs and/or MSCs shall be negotiated by and
executed by the JV.
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4.4
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SPV
Operation: The Parties shall jointly appoint an operator to
provide operations and maintenance for each site location and to provide
related billing and accounting
services.
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4.5
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New MSAs:
During the term of this Agreement, any new contracts and MSAs shall be
executed by the JV, and shall allow for the JV to assign them to a
specific SPV.
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4.6
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STW to appoint AV
nominee to STW Board. After execution of the Agreement,
at STW’s next special or regular Board Meeting, it will appoint to its
Board of Directors a nominee provided by AV, so long as said nominee meets
the normal qualifications and requirements of a board member to a public
corporation and voted on and approved by the Board of
Directors.
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5.0
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SPV Expenses and
Distribution of Net Profits
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5.1
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SPV expenses:
All expenses shall be paid by the SPV incurring such expense. Net Profits
from each SPV (the “SPV Net Profit”) shall be distributed to the
JV.
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5.2
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Net
Profit: For each SPV, the Net Profit shall be calculated as
follows:
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Gross
Revenues of the SPV
(Less)
all fees and expenses of the SPV, including but not limited to
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-
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all
professional fees;
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legal
and regulatory expenses;
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operating
& maintenance costs;
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-
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equipment
financing expenses; and
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-
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any
other necessary third-party operational
services.
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____STW
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Page
5
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____AV
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6.0
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Distribution and
Allocation of Net Profits of
JV
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6.1
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Distribution of net
profits from the SPVs to the JV: The JV or as required, a newly
formed company under the control of the JV shall receive all distributions
of net profits from the SPVs into the Capital Account of the JV. This
Account shall be used exclusively to receive and distribute such profits
as hereinafter provided.
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6.2
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JV Net
Profit: All of the Net Profits from the SPVs shall be
received in the Capital Account and shall be allocated, applied and
distributed as follows:
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1)
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Firstly,
the payment of all JV related expenses (corporate, legal, accounting,
regulatory)
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2)
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Secondly,
to reimburse the Parties for any loans or contributions made to the JV or
any other entity or SPV established pursuant to this
Agreement.
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3)
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Lastly,
the payment of the Management Fee.
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4)
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Split
remaining profits pro rata to ownership
monthly.
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6.3
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Record keeping and
Accounting: The JV will provide a monthly accounting of receipts
and disbursements of Net Profits from each SPV. The monthly return from
the SPVs is on a commercially reasonable efforts basis, and it is expected
that the disbursements of profits will vary month to month according to
actual profits made. An annual reconciliation will be made for each
project within 60 days of each year
end.
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7.0
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Term and
Termination
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7.1
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Term: The term
of the Joint Venture shall commence on the date of execution of this
Agreement, (hereinafter referred to as the “Effective Date”) and continue
in full force and effect until the expiry of One (1) year, unless extended
by mutual agreement of the Parties or sooner terminated as hereinafter
provided.
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7.2
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Effect of a Breach:
The term of this Agreement may be terminated by either Party on 30 days
written notice to the breaching party and provided that the breaching
party fails to cure such Breach during that 30 day period after such
notice of such default. For purposes of this Agreement, Breach is defined
to include: (i) non-performance of their responsibilities (as per the
terms of this Agreement) by a Party; or (ii) if a Party has filed for
and/or is subject to any bankruptcy, insolvency, reorganization or
liquidation proceedings or other proceedings for relief under any
bankruptcy law or any law for the relief of debtors instituted by or
against the Party or any Subsidiary of the Party; or (iii) if a Party is
subject to any litigation or claim that could have a Material Adverse
Effect on the JV.
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____STW
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Page
6
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____AV
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7.3
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Post-Termination
Effects: The obligations and
rights of the Parties incurred pursuant to any provision
of this Agreement, or by virtue of any contract
entered into by the Parties or any SPV formed pursuant to this
Agreement, shall continue in full force and effect until such
obligations have been
fulfilled.
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7.4
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Survival of Certain Terms
Post-termination:
Upon termination or expiry of this Agreement, the respective covenants,
agreements and obligations of the Parties to each other will cease, except
for the following that shall remain in full force and effect until
performed and satisfied:
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(1)
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Any
undistributed profits shall be distributed as provided in Article 6 of
this Agreement;
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(2)
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The
Parties shall try to negotiate an agreement for the purchase of a Party’s
interest by the other; or to sell the JV or any of its SPV’s to a
third-party; or liquidates the assets. Proceeds from any sale or
liquidation shall, after payments to creditors, be distributed as follows:
(i) first to reimburse any outstanding O&M expenses at any SPV and to
reimburse STW for any equipment financing expenses related to any SPV;
(ii) pay any outstanding or accrued Management Fees; and (iii) rest to be
distributed as per the Net Profit distribution described in Section 5.2.
Notwithstanding anything to the contrary stated above, the reimbursement
of O&M and equipment financing expenses shall have equal priority;
and
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(3)
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A
final accounting of receipts and disbursements of profits from SPVs will
be provided to by the JV.
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8.0
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Liability of
Parties
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8.1
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Separate
Expenses: Except as expressly provided in Section 3, each Party
shall be responsible for its own expenses relating to its participation in
the Business as contemplated herein, including without limitation, legal,
accounting and travel expenses, and no Party shall be responsible or
liable for any obligations of the other Party, without the express written
approval of both Parties.
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8.2
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Individual Company
Accounting: Each Party will be solely liable and responsible for
the accounting for and payment of any and all applicable taxes, charges,
imposts or levies imposed by any level of government or administrative
authority in any jurisdiction by virtue of such Party’s receipt of any of
the profits from the Business as contemplated
herein. Each Party holds the other harmless from claims
by any such level of government or administrative authority with respect
to taxes owed by the first mentioned Party as the recipient of such
Profits.
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____STW
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Page
7
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____AV
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8.3
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Reciprocal General
Indemnification: Each Party, respectively, as
indemnitor, will indemnify, defend and hold harmless the other Party and
its officers, directors, employees, Affiliates, agents and
assigns, as indemnitees, from and against any and
all losses, liabilities, damages, demands, claims, actions, judgments or
causes of action, assessments, costs and expenses, including,
without limitation, interest, penalties and reasonable
attorneys' and accountants' fees, (herein referred to collectively as
"Losses") asserted against, resulting to, imposed upon or incurred or
suffered by any such indemnitee as a result of, based upon or arising
from, the failure by the indemnitor or its respective agents or employees
to comply with any applicable Law, rule, or regulation of any authority
having
proper jurisdiction, or the breach or
nonfulfillment of any of the representations, covenants or agreements made
by the indemnitor pursuant to
this Agreement, excepting only such Losses as may be
caused by the negligence or misconduct of
any indemnitee or its respective agents or
employees.
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8.4
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Insurance Each
of AV and STW shall procure and maintain such policies of liability and
property insurance as shall be reasonable and customary for companies and
business activities of the nature and scope
contemplated herein. Each Party agrees to provide
information and certificates to the other from time to time to confirm
compliance with this Section. AV and STW agree that all
policies of insurance procured hereunder shall contain waivers of
subrogation, provided that neither Party shall be deemed to have waived
subrogation in any case where the other Party has not complied with the
requirements of procuring and maintaining coverage pursuant to this
Section.
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8.5
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Other AV
Commitments: Upon execution of this document, AV
covenants that it will be responsible for paying Produced Water Solutions,
Inc (“PWS”) out of their distributable share of monies from the
JV (including paying to STW any additional amounts if their JV share for
some reason does not equate what PWS would have received). AV
indemnifies and holds STW harmless for any claims or causes of action
brought by PWS against STW and/or the JV.
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9.0
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Non-Circumvention and
Confidentiality
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9.1
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Non-Circumvention:
AV agrees not to circumvent STW by contacting any of the equipment
manufactures to engage in Water Reclamation projects in the DJ Basin
during the Term of this Agreement, so long as the JV Agreement is in
effect and not terminated. STW agrees not to conduct the
Business with any other party for oil and gas related Water Reclamation
projects in the DJ Basin, except with AV through the JV, so long as the JV
Agreement is in effect and not
terminated.
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9.2
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Confidentiality:
Each Party agrees to treat the information related to the other, this
Agreement and/or the transactions contemplated herein that is obtained,
whether by design or accident, during the negotiation and performance of
this agreement as proprietary and strictly confidential, except as
required by STW in compliance with the nature of public
status.
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____STW
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Page
8
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____AV
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9.3
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Third Party
Disclosure: For greater certainty, the Parties agree that
neither of them shall disclose to any third party (not directly involved
in the facilitation or conduct of the transactions contemplated herein)
any information regarding the nature, character or extent of the
transactions in question or pertaining to any of the entities directly or
indirectly involved.
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9.4
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Good Faith and Best
Practices: The Parties shall act in the utmost good faith in
this regard at all times. The confidentiality provisions set forth herein
shall survive the termination of this Agreement and remain in full force
and effect for 5 years after the termination of this
Agreement.
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9.5
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Non-Solicitation of
Employees During the term of this Agreement, and for two
(2) years thereafter, each Party agrees not to solicit or hire employees
of the other Party unless the Party which is the current employer of the
employee in question has consented in writing
thereto.
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10.0
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Miscellaneous
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10.1
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Relationship of
Parties -
No
Partnership. The Parties hereto acknowledge and agree
that this Agreement and the activities and projects to be pursued
hereunder do not constitute a Party being an agent, partner, joint
venturer or legal representative of the other Party for any purpose
whatsoever, except for the limited purposes as joint venturers as set
forth in this Agreement. The Parties hereto further acknowledge
and agree that a Party is not authorized to assume or create any
obligation, liability or responsibility, express or implied, or to execute
any document or instrument on behalf of, or in the
name of the other Party or to bind the other Party in any
manner, without such Party's prior written
consent. The Parties hereto also acknowledge and agree that the
relationship intended by this Agreement is that of independent contractors
and not just that of representatives, partners, or joint
venturers.
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10.2
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Exclusivity The
Parties further intend and do hereby agree that all of the
Parties' Affiliates and their employees,
agents or representative shall be bound
by the terms of Exclusivity as set forth herein. With
regard to the Business in the DJ Basin, AV shall treat STW as
AV’s preferred provider, and STW shall treat
AV as STW’s preferred provider. This
Exclusivity provision shall not
be interpreted in any manner to require or obligate the
Parties to work exclusively with each other
with respect to potential or existing
projects which fall outside the scope of the Business as specified in this
Agrement.
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10.2
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No Oral
Modifications: This Agreement sets forth the entire agreement
between the Parties and supersedes in its entirety any and all prior
agreements, understandings or representations relating to the subject
matter hereof and may not be changed or terminated orally. The
Parties represent that in entering this Agreement they do not rely on any
statement or fact not set forth
herein.
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____STW
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Page
9
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____AV
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10.3
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Governing Law,
Remedies, Venue and Jurisdiction, Mediation:
This Agreement shall be governed exclusively by the Laws of the State of
Texas, and any actions, claims or proceedings shall be subject to the
exclusive venue and jurisdiction of the state and Federal Courts in Texas.
The Parties hereby waive any right to a jury trial. In the event of a
default by either Party, the other Party’s sole remedy shall be to enforce
the terms of this Agreement. In the event a Party to this Agreement must
institute suit or a cause of action to enforce the terms of this
Agreement, the prevailing party will be entitled to fees and costs,
including reasonable attorney’s fees. This shall also include any
attorney’s fees required for the purposes of executing and collecting on
the amounts due pursuant to any judgment and through all levels of
appeals. As a pre-condition to either Party instituting a suit
against the other Party, the Parties shall withhold filing suit for a
period of ninety (90) days, during which the Parties shall attempt to
negotiate their differences, and if negotiations shall fail, then either
Party may require the other Party to participate in mediation before a
mutually agreed-upon mediator. If the parties are unable to
agree upon a mediator in fifteen (15) days, then either Party may petition
a federal district court in Texas to appoint a mediator. Only
if the mediator subsequently declared an impasse may a Party go forward
with its lawsuit against the other Party. In the case
applications to a federal district court for extraordinary
relief, such as temporary restraining order, the Parties shall participate
in mediation prior to a hearing on the temporary
injunction.
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10.4
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Notices: All
notices, requests, demands, claims, and other communications hereunder
shall be in writing and delivered via overnight courier. Any
notice, request, demand, claim, or other communication hereunder shall be
deemed duly given as of the next business day. Such notices
shall be addressed to the intended recipient(s) as set forth
below:
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If
to STW:
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619
West Texas Ave, Suite 126,
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Midland
TX 79701
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Attn:
Stanley Weiner and
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Grant
Seabolt
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With
a Copy to:
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David
Filler, Esq.
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Levey
Filler Rodriguez Kelso & DeBianchi, LLP
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1688
Meridian Avenue, Suite 900
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Miami
Beach, FL 33139
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(305)
672-5007 Phone
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(305)
672-0470 Fax
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If
to AV:
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5275
DTC Parkway, Suite
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Greenwood
Village, CO 80111
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Attn:
Robert D. Mordini, Jr.
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10.5
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No
Representations: Neither party has relied upon any representations
or statements made by the other party hereto which are not specifically
set forth in this Agreement.
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10.6
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Severability: In
the event that any provision hereof becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said
provision.
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____STW
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Page
10
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____AV
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10.7
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Entire
Agreement: This Agreement represents the entire
agreement and understanding between the Parties concerning the termination
of the Purchase Order and Teaming Agreement (collectively the
“Agreements”), and supersedes and replaces any and all prior agreements
and understandings concerning the
Agreements.
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10.8
|
Binding Effect:
This Agreement shall be binding upon and inure to the benefit of the
Parties named herein and their respective successors, assigns,
distributees, heirs, and grantees of any revocable trusts of a Party. No
Party may assign either this Agreement or any of its or his or her rights,
interests, or obligations hereunder without the prior written approval of
the other Parties.
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10.9
|
No Third-Party
Beneficiaries: This Agreement shall not confer any rights or
remedies upon any person other than the Parties and their respective
successors and permitted assigns.
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10.10
|
Headings and
Counterparts: The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement. This Agreement may be executed in
counterparts, and each counterpart shall have the same force and effect as
an original and shall constitute an effective, binding agreement on the
part of each of the undersigned. Facsimile and photocopies of
this Agreement shall have the same effect as
originals.
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10.11
|
Waivers: No
waiver by any Party of any default, misrepresentation, or breach of
warranty or covenant hereunder, whether intentional or not, shall be
deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent such occurrence and all
waivers must be in writing, signed by the waiving Party, to be
effective.
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10.12
|
Further
Assurances: Each Party shall, at the reasonable request of any
other Party hereto, execute and deliver to such other Party all such
further instruments, assignments, assurances and other documents, and take
such actions as such other Party may reasonably request in connection with
the carrying out the terms and provisions of this
Agreement.
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10.13
|
Voluntary Execution of
Agreement: This Agreement is executed voluntarily and
without any duress or undue influence on the part or behalf of the Parties
hereto, with the full intent of releasing all claims. The Parties
acknowledge that:
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(a)
|
They
have read this Agreement;
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(b)
|
They
have been represented in the preparation, negotiation, and execution of
this Agreement by legal counsel of their own choice or that they have
voluntarily declined to seek such
counsel;
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(c)
|
They
understand the terms and consequences of this Agreement and of the
releases it contains;
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(d)
|
They
are fully aware of the legal and binding effect of this Agreement;
and
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____STW
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11
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____AV
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(e)
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Each
signatory to this Agreement below represents that he/she has the requisite
authority and has been duly authorized by his/her respective corporation
to execute this Agreement.
|
IN
WITNESS WHEREOF, the Parties have executed this Agreement on the respective
dates set forth above.
ACKNOWLEDGMENTS
|
STW
Resources Holding Corp.
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||
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By:
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||
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Stanley
T. Weiner, Chairman & CEO
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Aqua
Verde, LLC
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By:
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Robert
D. Mordini, Jr., Managing
Member
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____STW
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Page
12
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EXHIBIT
A
