CLOSING STATEMENT
Exhibit 10.13
CLOSING STATEMENT
| Transaction: | Acquisition of all of the membership interests of Vanguard Synfuels, L.L.C. (the “Company”) under the Contribution Agreement dated as of September 20, 2006, by and among Diametrics Medical, Inc. and the Members of the Company (the “Contribution Agreement”). | |
| Closing Date: | September 20, 2006 |
Agreements of the Parties:
| 1. | All capitalized terms not defined herein shall have the meanings ascribed to them in the Contribution Agreement. |
| 2. | Each Stockholder acknowledges and agrees that he, she or it has reviewed and approved the disbursements shown on the attached Disbursement Schedule and that the contents of the attached Disbursement Schedule represent the true, accurate and complete disbursement of the Cash Amount. |
| 3. | Each Stockholder acknowledges and agrees that he, she or it has reviewed and approved the wire transfer instructions set forth next to his, her or its name on the Disbursement Schedule and that such wire transfer instructions are correct. |
| 4. | The Stockholders direct the Public Company to distribute the Cash Amount as set forth in the attached Disbursement Schedule. |
[Signature Page Follows]
1
IN WITNESS WHEREOF, the undersigned have executed this Closing Statement as of September 20, 2006.
| /s/ Joe Burns | ||
| JOE BURNS | ||
| /s/ John Russo JOHN RUSSO /s/ Jimmy Carter JIMMY CARTER /s/ Benny Cloud BENNY CLOUD /s/ Dillard Cloud, Jr. DILLARD CLOUD, JR. /s/ Tim Collins | ||
| TIM COLLINS | ||
| CGC ASSOCIATES, LLC | ||
| By: | /s/ Tim Collins | |
| Name: | Tim Collins | |
| Title: | Authorized Signatory | |
| /s/ Cecil Crawford | ||
| CECIL CRAWFORD | ||
| /s/ Glenn Davis | ||
| GLENN DAVIS | ||
Signature Page 1 to Closing Statement
| /s/ Darrell Dubroc | ||
| DARRELL DUBROC | ||
| /s/ Thomas Frazier | ||
| THOMAS FRAZIER | ||
| /s/ Michael Hawkins | ||
| MICHAEL HAWKINS | ||
| BIOINVEST, LLC | ||
| By: | /s/ Stanley King | |
| Name: | Stanley King | |
| Title: | Authorized Signatory | |
| /s/ Antwine J. Lavespere | ||
| ANTWINE J. LAVESPERE | ||
| /s/ Carl R. Martin | ||
| CARL R. MARTIN | ||
| /s/ Kerry McManus | ||
| KERRY MCMANUS | ||
| /s/ Jeff Peterson | ||
| JEFF PETERSON | ||
Signature Page 2 to Closing Statement
| TIMBER HARVESTING EXPERTS LOGGING CO., LLC | ||
| By: | /s/ Derald Phillips | |
| Name: | Derald Phillips | |
| Title: | Authorized Signatory | |
| /s/ Stephen Shelton | ||
| STEPHEN SHELTON | ||
| /s/ Travis Taylor | ||
| TRAVIS TAYLOR | ||
| /s/ Benjamin Templin | ||
| BENJAMIN TEMPLIN | ||
| /s/ Steve Templin | ||
| STEVE TEMPLIN | ||
| /s/ Clyde Todd | ||
| CLYDE TODD | ||
| /s/ Audrey D. Tyler | ||
| AUDREY D. TYLER | ||
| /s/ William Wieger | ||
| WILLIAM WIEGER | ||
| /s/ Greg Williams | ||
| GREG WILLIAMS | ||
Signature Page 3 to Closing Statement
ACKNOWLEDGED AND AGREED:
| DIAMETRICS MEDICAL, INC. | ||
| By: | /s/ Heng Chuk | |
| Name: | Heng Chuk | |
| Title: | Chief Financial Officer | |
Signature Page 4 to Closing Statement
(Disbursement Schedule)
