Bill of Sale and Assignment dated January 31, 2014, among Yorktown Management and Financial Services, L.L.C., Greystone Manufacturing, L.L.C., Greystone Logistics, Inc. and Warren F. Kruger

THIS BILL OF SALE AND ASSIGNMENT (this “Assignment”), dated as of the 31st day of January, 2014, is entered into by and among Yorktown Management and Financial Services, L.L.C., an Oklahoma limited liability company (“Yorktown”), Greystone Manufacturing, L.L.C., an Oklahoma limited liability company (“Greystone Manufacturing”), Greystone Logistics, Inc., an Oklahoma corporation (“Greystone Logistics”), and Warren F. Kruger (“Kruger”).

C. Yorktown owes Greystone Manufacturing the aggregate amount of $3,750,084.53 (the “Greystone Accounts Receivable”).

D. Greystone Logistics owes Kruger the aggregate amount of $2,662,782.09, consisting of $794,710.86 in respect of compensation owed to Kruger and $1,868,071.23 in respect of a note payable owed to Kruger (collectively, the “Greystone Accounts Payable”).

E. The parties desire to offset the Greystone Accounts Receivable and the Greystone Accounts Payable on a dollar-for-dollar basis, in accordance with the terms and conditions of this Assignment, which results in a net balance owed by Yorktown of $1,087,302.44 (the “Offset Balance”).

F. Yorktown wishes to sell the Assets (as defined below) to Greystone Manufacturing, and Greystone Manufacturing wishes to purchase the Assets from Yorktown, in accordance with the terms and conditions of this Assignment.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.  Transfer of Assets.  Yorktown hereby conveys, grants, sells, transfers, assigns, releases and delivers to Greystone Manufacturing all of Yorktown’s right, title and interest in and to the assets described on Schedule A attached hereto (collectively, the “Assets”).

2.  Offset and Purchase Price for the Assets.

(a) The parties agree that the Greystone Accounts Payable and the Greystone Accounts Receivable are hereby offset on a dollar-for-dollar basis, which results in a net balance owed by Yorktown in an amount equal to the Offset Balance.

(b)           The parties agree that the aggregate purchase price for the transfer of the Assets from Yorktown to Greystone Manufacturing pursuant to this Agreement shall be $2,400,000, which has been paid as follows:

(i) $1,000,000 has been paid in cash on the date hereof by Greystone Manufacturing to Yorktown for the Molding Machine (as defined on Schedule A);

(ii) $300,000 has been paid in cash on the date hereof by Greystone Manufacturing to Yorktown for the Crane (as defined on Schedule A); and

(iii) The purchase price for the Injection Molds (as defined on Schedule A) is that the Offset Balance is hereby deemed to be paid in full by Yorktown and an additional $12,697.56 has been paid in cash by Greystone Manufacturing to Yorktown on the date hereof.

3.  Further Assurances.  Yorktown agrees from time to time, at the request of Greystone Manufacturing, and without further consideration, to execute, acknowledge and deliver such further instruments of transfer, bills of sale, assignments, transfers and conveyances and to take such other actions as Greystone Manufacturing may reasonably request in order more effectively to convey and transfer to and vest in Greystone Manufacturing the Assets hereby conveyed and assigned.

4.  Representations or Warranties.  Yorktown warrants to Greystone Manufacturing that Yorktown is the legal owner of the Assets and that the Assets are free of all liens, claims and other encumbrances. YORKTOWN HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY OTHER REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, OF ANY KIND, INCLUDING WITHOUT LIMITATION RELATING TO THE CONDITION OF THE ASSETS (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), IT BEING THE INTENTION OF YORKTOWN AND GREYSTONE MANUFACTURING THAT THE ASSETS BE CONVEYED “AS IS, WHERE IS” IN THEIR PRESENT CONDITION AND STATE OF REPAIR EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN.

5.   Governing Law.  This Assignment shall be governed by and construed in accordance with the substantive law of the State of Oklahoma without giving effect to the principles of conflicts of law thereof.

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Assignment to be effective for all purposes as of the date first above written.

“Yorktown”

YORKTOWN MANAGEMENT AND

FINANCIAL SERVICES, L.L.C.

 

 By: /s/ Warren F. Kruger                                           

       Warren F. Kruger

       Manager

 

“Greystone Manufacturing”                                                      

GREYSTONE MANUFACTURING, L.L.C.

 

By: /s/ Warren F. Kruger                                           

      Warren F. Kruger

      Manager                                

 

“Greystone Logistics”

GREYSTONE LOGISTICS, INC.                                                                           

 

By: /s/ William W. Rahhal                                           

      William W. Rahhal

      Chief Financial Officer

 

“Kruger”

 

/s/ Warren F. Kruger                                           

Warren F. Kruger

The Assets are comprises of the items described below:

1.	One Cincinnati Milacron Injection Molding Machine, model ML1760-1054, serial #H35A0300008 (the “Molding Machine”)

2.	One Lift Systems heavy lift crane, model 45MBL, serial #MBL045001 (collectively, the “Crane”)

3.	The following injection molds (collectively, the “Injection Molds”):