WHEREAX xxx Xxxxxxxxxxx desires to explore for and exploit Natural Gas and Oil in the Republic of Poland; and
WHEREAX xx xxxxxxxxxx xxxx xxx Xxxxxx'x xxxxstment in the Company, the Company has agreed to provide the Holder with certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "1933 Act"), and applicable state securities laws, with respect to the shares of the Company's common stock, par value $.0001 per share ("Common Stock"), held by the Holder as of the date hereof;
WHEREAX. Xxxxxx xxx Xxxxxxx xxxxxxx xxxx x "Xxxxxx Agreement" stated as effective January 1, 1998 (the "Agreement") concerning the sale by Dealer of Service Contracts covering certain specified merchandise sold by Dealer, under which Service Contracts Voyager was the obligor, and which Service Contracts were administered by Dealer; and
WHEREAX. Xxxxxxx Lynch is acting as lead underwriter in an offering of the Fxxx'x xoxxxx shares;
WHEREAX xxxxxxxxxxxx xxxewith, Motor Cargo Industries, Inc., a Utah corporation (the "Company"), Parent and Motor Merger Co., a Utah corporation and wholly owned subsidiary of Parent, ("Merger Sub") are entering into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement"), and pursuant to the Merger Agreement, Parent is offering to exchange (the "Offer") each outstanding share of common stock, no par value, of the Company ("Company Shares"), for, at the election of the holder thereof, either (A) 0.26 of a share of common stock, par value $2.50 per share, of Parent ("Parent Common Stock"), or (B) $12.10 in cash.
WHEREAX the parties hereto desire to set forth in this Agreement all of the terms and provisions by which they will conduct their partnership;
WHEREAX xxe Partners deem it to be in their best interest to amend and restate the Original Agreement, as amended by the First Amendment, in accordance with the Act and this Agreement.
WHEREAX xxx Xxxxx is registered as an open-end investment company under the Investment Company Act of 1940, as amended, and consists of one or more separate investment portfolios, as may be designated from time to time; and
WHEREAX xxx Xxxxxny and Employee entered into an Employment Agreement, dated for reference purposes as of August 5, 2004, relating to Employee's employment with the Company;
WHEREAX xxx Fund is registered with the Securities and Exchange Commission ("SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and
