AGREEMENTAgreement • August 16th, 2007 • Amerex Group, Inc. • Refuse systems
THIS AGREEMENT, effective August 2, 2007, is by and between Ron Brewer (“Brewer”), residing at 4012 W. Utica, Broken Arrow, OK 74011 (hereinafter the “Executive” or “Brewer”) and AMEREX GROUP, INC. with offices at 1105 N. Peoria Avenue, Tulsa, OK 74106, on behalf of itself and its officers, directors, shareholders, Executives, agents and affiliates, predecessor, successor, parent, subsidiary, and other related companies, and each of them jointly and severally (hereinafter singularly and collectively referred to as the “Company”).
PLEDGE AGREEMENTPledge Agreement • August 16th, 2007 • Amerex Group, Inc. • Refuse systems • New York
PLEDGE AGREEMENT dated as of August 14, 2007 between RONALD BREWER and RICHARD COODY (the “Pledgors”) and PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD. (the “Pledgee”).
SECURED PROMISSORY NOTEAmerex Group, Inc. • August 16th, 2007 • Refuse systems • New York
FOR VALUE RECEIVED, the undersigned, AMEREX GROUP, INC., a Delaware corporation (the “Borrower”), does hereby promise to pay to the order of PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD. (“Holder”), or its assigns, at 1400 Old Country Road, Suite 206, Westbury, New York 11590, the aggregate principal sum of Seven Hundred Fifty Thousand Dollars ($750,000) on February 10, 2008 (the “Maturity Date”). The Borrower acknowledges that upon funding the Lender shall deduct from the proceeds of this Note prepaid interest in the amount of $90,000 and legal fees and expenses incurred by the Lender in an amount not to exceed $25,000.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2007 • Amerex Group, Inc. • Refuse systems • Oklahoma
This Agreement executed August 2, 2007 constitutes that AMEREX GROUP, INC. and its related companies or subsidiaries, shall and hereby does indemnify and hold harmless Ronald Brewer (Indemnitee) against all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined to be unlawful. Whether or not the indemnification provided for herein is available, in respect of any threatened, pending or completed action, suit or proceedin
August 15, 2007Amerex Group, Inc. • August 16th, 2007 • Refuse systems • New York
Simultaneously with the execution and delivery of this letter (this “Agreement”), the undersigned, Amerex Group, Inc., a Delaware corporation (the “Borrower”), is executing and delivering to Professional Offshore Opportunity Fund, Ltd. (the “Lender”) that certain Secured Promissory Note dated the date hereof in the principal amount of $750,000 (the “Note”) to evidence the loan (the “Loan”) made by the Lender to the Borrower. The purpose of this Agreement is to reflect certain agreements regarding the 500,000 shares of common stock of the Borrower (the “Shares”) being issued to the Lender by the Borrower simultaneously herewith as further consideration for, and as further inducement to the Lender to make, the Loan.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2007 • Amerex Group, Inc. • Refuse systems • Oklahoma
This Agreement executed August 2, 2007 constitutes that AMEREX GROUP, INC. and its related companies or subsidiaries, shall and hereby does indemnify and hold harmless Richard Coody (Indemnitee) against all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined to be unlawful. Whether or not the indemnification provided for herein is available, in respect of any threatened, pending or completed action, suit or proceedin
