Preview
2011-42744A / Court: 295
EXHIBIT
15CONFIDENTIAL
John F. Berry
ee se
From: John F. Berry
Sent: Friday, November 12, 2010 2:02 PM
To: ‘Stanley Thompson’
Subject: FW: : ENNIS
Attachments: 0003F4A0. pdf
Mr. Thompson:
This is what was sent to Mohammad Chaudhry.
Thanks,
John
John F. Berry, P.C.
Chase Bank Building
100 Independence Place
Suite 400
Tyler, Texas 75703
Tel: (903) 561-4200
Fax: (903) 561-8922
The following disclaimer is included to ensure that we comply with U.S. Treasury Department Regulations. The
Regulations now require that either we (1) include the following disclaimer in most written Federal tax correspondence or
(2) undertake significant due diligence that we have not performed (but can perform on request).
ANY STATEMENTS CONTAINED HEREIN ARE NOT INTENDED OR WRITTEN BY THE WRITER
TO BE USED, AND NOTHING CONTAINED HEREIN CAN BE USED BY YOU OR ANY OTHER
PERSON, FOR THE PURPOSE OF (1) AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER
FEDERAL TAX LAW, or (2) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER
PARTY ANY TAX-RELATED TRANSACTION OR MATTER ADDRESSED HEREIN.
CONFIDENTIALITY NOTICE: This e-mail and any attachments are for the exclusive and confidential use of the intended
recipient. If you are not the intended recipient, please do not read, distribute, or take action in reliance upon this message.
if you have received this in error, please notify us immediately by return e-mail and promptly delete this message and its
attachments from your computer system. We do not waive client-attorney or work product privilege by the transmission of
this message.
From: Mohammad Chaudhry [mailto:mazam_ch@hotmail.com]
Sent: Friday, November 12, 2010 10:32 AM
To: saad sheikh
Cc: John Berry
Subject: : ENNIS
This is the information i got from king fuels when i asked them for the fuel contract —
1 MENO000319
Plaintiffs Exhibit 15 Page 1 of 4CONFIDENTIAL
Subject: FW: ENNIS
Date: Thu, 11 Nov 2010 15:36:17 -0600
From: maraves@kinafuels.com
To: mazam_ch@hotmail.com
2 MENO00320
Plaintiffs Exhibit 15 Page 2 of 4CONFIDENTIAL
13.17 Approvals. (t shall be a condition to Purchaser's Obligations hereuoder tht all of
tbe Refiness spprove, in writing, assignment of the Reiner Contracts tu the Purchaser. Within
five (5) days afier the Effective Date of this Agreement. the Seller will furnish to Purchaser &
complete und accurate list of all Refiner Contracts und u Schedule of Outstanding Image
Reimbursenicat Obligations by location. Purchaser shall have fificen (15) days from the
Effective Date of this Agreement to obtain the necessary approvals from the Refiners to transfer
each of the Refiner. Contracts te the Purchaser. If a Refiner requires additional time to approve
of Purchaser, then the Due Diligence Period and the Closing Date shall be extended accordingly,
but in np event more than sixty (60).days from the aforesaid fifteen (15)-day period.
——
13.18 Ennis Shell Store: Certain volumes arc sold or afe.to be sold to convenience store
known us the Ennis Shelf Store, which is owned’ by Catapult ‘Group, Inc. (Catapult). ‘It. is
Purchaser's intent ta purchase, or cause Purchaser's assignee: to purchase, the Ennis Shel! Store
from Catapult pursuant to the ‘terms of this Section 13.18: ‘In thé event the contemplated sale
fails to close for any reason except due ty the action or non-actign-of Purchaser ant this sto
sold or leased to other pares (other than those currently operating such sto
al} assume the cx
$1,423,500.00, pay ‘atapult. the su of $100,000.00 and assiume the. oihan to build out the
fast-foad arcu of the'siore. Catapult and Pyrchaser, acting in good fisith and reasonubly, shall, ar
or before Closing, enter inio a separate sale and purchase agreement providing tur the sale of the
Ennis Shell Store consistent’ with this Section 13.18 und- providing for usual and cusiomury
provisions relating to transactions of this nature in Harris County, Texas, This Section 13.18
shall survive the Closing.
{__-—__— ARTICLE X1V> COVENANT NOT TO COMPETE
(a) In consideration of the purchase of the Assets herein described, at the Closing, the
Seller, Staniey Thompson and: Rédney Thompson (a) hereby agree that for a period commencing
on the Closing Dute and" contibuing - for. a period of four (4) years thereafter. Seller, Stanley
‘Thonipson and: Rodney ‘Ehonppsoa shall not (i) conspete directly for the.sale-and distribution of
‘fuel to the Customers, Gi) be, employed by or own any interest In any entity that directly
. competes for the sale and distribution: of - fuel to the Customers, (iit) request or advise any
ve Customer to withdraw, curtail orcancel any of its business with Purchaser, (iv) induce ar uttemipt
to influence any employee Of Purchiser to terminate his or. her employment with Purchaser; of
(¥} overly door perform any scl: that is.designed or intended to adversely affect the, business
yelationship between Purchaser and uny Customer.
{b) Seller, Stanley: Thompson and Rodney Thompson acknowledge. that the restraints
imposed upon them ‘pursyant'to this Anicle are no greater’ than’ fs reasonably necessary 10
preserve and protect the legitimate business'interests of Purchaser, and that such resiraints shalt
not: impose: unduc hardship on Seiler, Stanley Thompson and Rodney, Tompson, and that u
violation ‘of this Article would ineparably injure Purchaser. Accordingly, Purchaser may, in
addition to pursuing other reniedies; obtain un injunction from any court having jurisdiction of
7
BORHS 99. OOS SSO
MEN000321
Page 3 of4-——
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CONFIDENTIAL
Page 4 of 4
OzESOT
‘OZTEE'EZT $ OzE90T Oz TEE’EZT. $ 8t0z/te/zt
SAYER WUSsaId TON.
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Preview
2011-42744A / Court: 295 EXHIBIT 15CONFIDENTIAL John F. Berry ee se From: John F. Berry Sent: Friday, November 12, 2010 2:02 PM To: ‘Stanley Thompson’ Subject: FW: : ENNIS Attachments: 0003F4A0. pdf Mr. Thompson: This is what was sent to Mohammad Chaudhry. Thanks, John John F. Berry, P.C. Chase Bank Building 100 Independence Place Suite 400 Tyler, Texas 75703 Tel: (903) 561-4200 Fax: (903) 561-8922 The following disclaimer is included to ensure that we comply with U.S. Treasury Department Regulations. The Regulations now require that either we (1) include the following disclaimer in most written Federal tax correspondence or (2) undertake significant due diligence that we have not performed (but can perform on request). ANY STATEMENTS CONTAINED HEREIN ARE NOT INTENDED OR WRITTEN BY THE WRITER TO BE USED, AND NOTHING CONTAINED HEREIN CAN BE USED BY YOU OR ANY OTHER PERSON, FOR THE PURPOSE OF (1) AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER FEDERAL TAX LAW, or (2) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TAX-RELATED TRANSACTION OR MATTER ADDRESSED HEREIN. CONFIDENTIALITY NOTICE: This e-mail and any attachments are for the exclusive and confidential use of the intended recipient. If you are not the intended recipient, please do not read, distribute, or take action in reliance upon this message. if you have received this in error, please notify us immediately by return e-mail and promptly delete this message and its attachments from your computer system. We do not waive client-attorney or work product privilege by the transmission of this message. From: Mohammad Chaudhry [mailto:mazam_ch@hotmail.com] Sent: Friday, November 12, 2010 10:32 AM To: saad sheikh Cc: John Berry Subject: : ENNIS This is the information i got from king fuels when i asked them for the fuel contract — 1 MENO000319 Plaintiffs Exhibit 15 Page 1 of 4CONFIDENTIAL Subject: FW: ENNIS Date: Thu, 11 Nov 2010 15:36:17 -0600 From: maraves@kinafuels.com To: mazam_ch@hotmail.com 2 MENO00320 Plaintiffs Exhibit 15 Page 2 of 4CONFIDENTIAL 13.17 Approvals. (t shall be a condition to Purchaser's Obligations hereuoder tht all of tbe Refiness spprove, in writing, assignment of the Reiner Contracts tu the Purchaser. Within five (5) days afier the Effective Date of this Agreement. the Seller will furnish to Purchaser & complete und accurate list of all Refiner Contracts und u Schedule of Outstanding Image Reimbursenicat Obligations by location. Purchaser shall have fificen (15) days from the Effective Date of this Agreement to obtain the necessary approvals from the Refiners to transfer each of the Refiner. Contracts te the Purchaser. If a Refiner requires additional time to approve of Purchaser, then the Due Diligence Period and the Closing Date shall be extended accordingly, but in np event more than sixty (60).days from the aforesaid fifteen (15)-day period. —— 13.18 Ennis Shell Store: Certain volumes arc sold or afe.to be sold to convenience store known us the Ennis Shelf Store, which is owned’ by Catapult ‘Group, Inc. (Catapult). ‘It. is Purchaser's intent ta purchase, or cause Purchaser's assignee: to purchase, the Ennis Shel! Store from Catapult pursuant to the ‘terms of this Section 13.18: ‘In thé event the contemplated sale fails to close for any reason except due ty the action or non-actign-of Purchaser ant this sto sold or leased to other pares (other than those currently operating such sto al} assume the cx $1,423,500.00, pay ‘atapult. the su of $100,000.00 and assiume the. oihan to build out the fast-foad arcu of the'siore. Catapult and Pyrchaser, acting in good fisith and reasonubly, shall, ar or before Closing, enter inio a separate sale and purchase agreement providing tur the sale of the Ennis Shell Store consistent’ with this Section 13.18 und- providing for usual and cusiomury provisions relating to transactions of this nature in Harris County, Texas, This Section 13.18 shall survive the Closing. {__-—__— ARTICLE X1V> COVENANT NOT TO COMPETE (a) In consideration of the purchase of the Assets herein described, at the Closing, the Seller, Staniey Thompson and: Rédney Thompson (a) hereby agree that for a period commencing on the Closing Dute and" contibuing - for. a period of four (4) years thereafter. Seller, Stanley ‘Thonipson and: Rodney ‘Ehonppsoa shall not (i) conspete directly for the.sale-and distribution of ‘fuel to the Customers, Gi) be, employed by or own any interest In any entity that directly . competes for the sale and distribution: of - fuel to the Customers, (iit) request or advise any ve Customer to withdraw, curtail orcancel any of its business with Purchaser, (iv) induce ar uttemipt to influence any employee Of Purchiser to terminate his or. her employment with Purchaser; of (¥} overly door perform any scl: that is.designed or intended to adversely affect the, business yelationship between Purchaser and uny Customer. {b) Seller, Stanley: Thompson and Rodney Thompson acknowledge. that the restraints imposed upon them ‘pursyant'to this Anicle are no greater’ than’ fs reasonably necessary 10 preserve and protect the legitimate business'interests of Purchaser, and that such resiraints shalt not: impose: unduc hardship on Seiler, Stanley Thompson and Rodney, Tompson, and that u violation ‘of this Article would ineparably injure Purchaser. Accordingly, Purchaser may, in addition to pursuing other reniedies; obtain un injunction from any court having jurisdiction of 7 BORHS 99. OOS SSO MEN000321 Page 3 of4-—— LATITVICa a 9 3 3 8 2 Ga = CONFIDENTIAL Page 4 of 4 OzESOT ‘OZTEE'EZT $ OzE90T Oz TEE’EZT. $ 8t0z/te/zt SAYER WUSsaId TON. OTT $ — suolled uoyeD StaTTOA jad sjuay FUOW = pled eq oy nowy