BETWEEN XRG, INC. ANDStock Purchase Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Delaware
RECITALS:Agreement and Plan of Merger • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Tennessee
EXHIBIT 10.16 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER ("Agreement") is dated as of February ___, 2004 (the "Effective Date") and is by and among XRG, INC., a Delaware corporation ("XRG"), XRG ACQUISITION SUB II, INC., an...Agreement and Plan of Merger • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Tennessee
BILL OF SALEAssumption Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air)
EXHIBIT 10.16.5 AGREEMENT AND PLAN OF MERGER ADDENDUM THIS AGREEMENT AND PLAN OF MERGER ADDENDUM (the "Addendum") is entered into effective as of the 29th day of March, 2004, by and between XRG, Inc. ("XRG") and RSV, Inc. ("RSV").Agreement and Plan of Merger • July 13th, 2004 • XRG Inc • Trucking & courier services (no air)
ARTICLE IRegistration Rights Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Florida
WITNESSETH:Master Equipment Lease Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Tennessee
EXHIBIT 10.2 EXHIBIT A THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE...Securities Purchase Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Florida
RECITALSNon-Competition Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Florida
EXHIBIT 10.35 CONSULTING AGREEMENT THIS AGREEMENT is entered into this 27 day of April, 2004, by and between XRG Logistics, a Florida corporation ("Company"), and Larry Puckridge ("Consultant"). W I T N E S S E T H: WHEREAS, Consultant is willing to...Consulting Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Florida
WITNESSETH:Employment Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Florida
EXHIBIT 10.26 ASSET ACQUISITION AGREEMENT This Asset Acquisition Agreement is entered into as of the ___ day of February, 2004, by and among XRG, INC., a Delaware corporation ("XRG"), HIGHBOURNE CORPORATION, a Illinois corporation ("HBC"), STEPHEN...Asset Acquisition Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Florida
WITNESSETH:Employment Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Florida
EXHIBIT 10.18 STOCK ESCROW AGREEMENT AGREEMENT dated _________________, 2004, by and among XRG, INC., a Delaware corporation ("XRG"), RSV, INC., a Tennessee corporation ("RSV"), RICHARD VENABLE, an individual residing in Kingsport, Tennessee ("Mr....Stock Escrow Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air)
EXHIBIT 10.28 COMMERCIAL SUB-LEASE AGREEMENT THIS LEASE THIS LEASE is made between the Landlord and the Tenant identified in the Basic Lease Provisions below, and constitutes a lease between the parties of the "Leased Premises" as identified in the...Sub-Lease Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Alabama
EXHIBIT 10.33 COMMERCIAL SUB-LEASE AGREEMENT THIS LEASE is made between the Landlord and the Tenant identified in the Basic Lease Provisions below, and constitutes a lease between the parties of the "Leased Premises" as identified in the Basic Lease...Sub-Lease Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Alabama
EXHIBIT 10.21 ASSET ACQUISITION AGREEMENT This Asset Acquisition Agreement is entered into as of the ___ day of March, 2004, by and among XRG, INC., a Delaware corporation ("XRG"), HIGHWAY TRANSPORT, INC., a Alabama corporation ("HTI"), EDDIE R....Asset Acquisition Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Alabama
EXHIBIT 10.34 SECURITY AGREEMENT THIS AGREEMENT executed as of the ____ day of April, 2004, by and between __________________________ ("Secured Party") and XRG, INC., a Delaware corporation ("XRG"). W I T N E S S E T H: WHEREAS, XRG has purchased...Security Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Florida
EXHIBIT 10.31 ASSET ACQUISITION AGREEMENT This Asset Acquisition Agreement is entered into as of the ___ day of February, 2004, by and among XRG, INC., a Delaware corporation ("XRG"), CAROLINA TRUCK CONNECTION, INC., a North Carolina corporation...Asset Acquisition Agreement • July 13th, 2004 • XRG Inc • Trucking & courier services (no air) • Florida
EXHIBIT 10.15 CORPORATE GUARANTY OF XRG, INC. Date:________________, 20___ To induce the shareholders of EXPRESS FREIGHT SYSTEMS, INC.., a Tennessee corporation ("EFS") to enter into an Agreement and Plan of Merger with XRG, INC., a Delaware...XRG Inc • July 13th, 2004 • Trucking & courier services (no air)
This Guaranty is a guaranty of prompt payment and performance and not merely a guaranty of collection. Nothing herein shall require each EFS Shareholder to first seek or exhaust any remedy against EFS, its successors and assigns, or any other person obligated with respect to the Obligations. It is agreed that each EFS Shareholder may, upon any breach or default of EFS, or at any time thereafter, make demand upon the undersigned and receive payment and performance of the Obligations, with or without notice or demand for payment or performance by EFS, its successors or assigns, or any other person. Suit may be brought and maintained against the undersigned, at your election, without joinder of EFS or any other person as parties thereto.
