202208292022.08.26 - Purchase Sale Agreement (SIGNED).pdf.pdf

STOCK AND OWNERSHIP INTERESTS PURCHASE AGREEMENT
between
Greylock Energy Holdings, LLC,
an Idaho Limited Liability Company
and
Israel Ray, an Individual and the Majority
Shareowner of the Atlanta Power Company
Dated as of August26,2022
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page I
TABLE OF CONTENTS
LIST OF EXHIBITS
ARTICLE ONE
PREAMBLE
ARTICLE TWO
RECITALS
ARTICLE THREE
DEFINITIONS AND CONSTRUCTION
ARTICLE FOUR
PURCHASE AND SALE
ARTICLE FIVE
CONDITIONS PRECEDENT TO CLOSING
ARTICLE SIX
PAYMENT TERMS
ARTICLE SEVEN
REPRESENTATIONS AND WARRANTIES OF THE SELLER
ARTICLE EIGHT
CONTRACTS AND PERMITS
ARTICLE NINE
BANK ACCOUNTS
ARTICLE TEN
MATERIAL MISSTATEMENTS OR OMISSIONS
ARTICLE ELEVEN
INDEMNIFICATION
ARTICLE TWELVE
MISCELLANEOUS
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page2
LIST OF EXHIBITS
Exhibit A
Promissory Note
Exhibit B
Description of Land Transferred from Seller to Buyer
Exhibit C
Description of Land Transferred from Buyer to Seller
Exhibit D
Contracts
Exhibit F
Permits
Exhibit G
List of Company Assets being transferred
Stock Purchase Agreement
Greylock Energy Holdings, LLC @uyer)
Israel Ray (Seller)
Page 3
STOCK PURCHASE AGREEMENT
ARTICLE 1
PREAMBLE
This Stock Purchase Agreement (together with all exhibits appended hereto,
("Agreement") dated as of August 26,2022 (the "Effective Date"), is made by and between
Greylock Energy Holdings, LLC, an Idaho limited liability company, of Boise, Idaho ("Buyer")
and Israel Ray of Caldwell, Idaho (Seller). Buyer and Seller each may be referred to herein as a
"Part5/", and collectively as the "Parties".
ARTICLE 2
RECITALS
WHEREAS, Seller owns, beneficially and of record, and./or equitably the majority of the
authorized and outstanding stock and ownership interests ("Ownership Interests") of the Atlanta
Power Company, Inc., an Idaho Corporation ("Company");
WHEREAS, Company is an Electrical Corporation and Regulated Public Utility pursuant
to Title 61 of the Idaho Code and is subject to the regulatory jurisdiction of the Idaho Public
Utilities Commission ("Commission");
WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the terms and subject
to the conditions of this Agreement, the Ownership Interests of the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in
this Agreement, the adequacy and sufficiency of which are hereby acknowledged, the Parties agree
as follows:
ARTICLE 3
DEFINITIONS AND CONSTRUCTION
3.1 Specific Definitions. When used in this Agreement, the following terms shall have
the meaning ascribed to them below:
"Applicable Law" shall mean laws, ordinances, orders, judgments, rules, regulations,
approvals, licenses, permits, and requirements of all regulatory and other Governmental
Authorities having jurisdiction, as applicable, over the Seller, the Company, the Company's Assets
and or the Site.
"Assets" shall mean, all right, title and interest of the Company in and to all rights of any
kind, whether tangible or intangible, teal or personal, including land and properties, rights-of-way,
leaseholds, easements, buildings, equipment, machinery, improvements, fixtures, agreements,
Contracts, hydrologic data, reports and studies (including those related to environmental, cultural,
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 4
resource and fish-and-wildlife matters), Permits, licenses, inventory, books and records,
proprietary rights, cash, accounts receivable, deposits and prepaid expenses. The Assets of the
Company included in this sale are described on Exhibit G.
"Contract" shall mean any and all agreements, rights-of-way, easements, deeds,
understandings or any other material documents, written or oral, entered into by the Seller or the
Company that relate in any way to the Company. "Contract" also means all of the material
documents relating to the employment of, or the performance of services by, any person or entity
on behalf the Company.
"Governmental Authority" shall mean any national, state, county, municipal or local
government or any political subdivision thereof, or any court or administrative tribunal or any
arbitrator with the authority to bind a parly at law.
"P€rmits" shall mean all permits, licenses, approvals, consents, franchises, entitlements
and other authorizations issued by Govemment Authorities.
"Reports" shall mean any and all reports and studies related to the development,
construction, operation, maintenance, financing or ownership of the Company's assets prepared,
commissioned by, or delivered to, Seller or an affiliate of Seller, including reports and studies
related to environmental, cultural resources, natural resources or fish and wildlife.
"Tax" shall mean any tax (including income tax franchise tax, capital gains tax, estimated
tax, ad valorem tax, sales tax, use tax, property tax, withholding tax or payroll tax) assessment or
fee (including related fines, penalties or interest) that is accrued or imposed or assessed against the
Company as of the date of Closing.
ARTICLE 4
PURCHASE AND SALE
4.1 Purchase and Sale: Closing. Subject to and upon the terms and conditions of this
Agreement, including all Conditions Precedent, unless waived in writing by Buyer, and upon
satisfaction of the Conditions Precedent to Closing, Seller shall sell, assign, transfer and deliver to
Buyer and Buyer shall purchase, acquire and accept from Seller, all of the Seller's Ownership
Interests including stock certificates in the Company so that Buyer shall directly own all of the
Ownership Interests of the Company. Closing shall take place at Pioneer Title Company at 8151
W. Rifleman Street, Boise, Idaho 83704, with any closing costs and escrow fees to be divided
equally between the parties.
4.2 Buyer Declaration of Closing Date. Upon the satisfaction of all Conditions
Precedent to Closing, or said conditions having been waived by Buyer, Buyer shall declare the
Closing Date.
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 5
ARTICLE 5
CONDITIONS PRECEDENT TO CLOSING
5.1 Commission Approval. It is a Condition Precedent to closing that the Commission
issue its order approving this Agreement and dismissing the fines assessed under Final Order #
35465 with no adverse material condition or qualification and that said order approving this
Agreement be final and non-appealable. The determination of what is, or what is not, an adverse
material condition or qualification shall be made at the sole discretion of either the Buyer or the
Seller and must be communicated prior to the date the Commission's order becomes final and non-
appealable.
5.2 Documentation. It is a Condition Precedent to Closing that Seller delivers to Buyer
all certificates representing its Ownership Interests in the Company and all executed transfer
documentation in respect of Seller's Ownership Interests as may reasonably be required by the
Buyer.
ARTICLE 6
PAYMENT TERMS
6.1 Pavment
Payment by Buyer will take two distinct forms as detailed in Sections 6.2 and 6.3 below.
In combination, the payments in Sections 6.2 and 6.3 comprise the entire purchase price with the
payments in Section 6.3 being explicitly contingent upon certain of Seller's conditions antecedent.
6.2 Payment Via Note for $365.000.
In partial satisfaction of the total purchase price, Buyer shall issue a secured promissory
note to Seller for the total purchase price of three hundred sixty-five thousand dollars ($365,000).
The promissory note will have the following terms: (a) the interest rate shall be three percent (3%)
which rate shall be fixed until the promissory note is repaid in full; and (b) the promissory note
will be amortized with payments by Buyer of equal monthly installments of principal and interest
for fifteen (15) years payable on the first day of each succeeding month following the date of
Closing, or until paid in full. If the Buyer prepays the promissory note, it will make a final payment
of remaining principal and accrued interest to the date of prepayment. There shall be no
prepayment penalty if prepayment is made. A copy of the promissory note is attached to this
Agreement as Exhibit A.
6.3 Payment Via Power Bill Credit.
ln addition to payments on the Note as detailed in Section 6.1, Buyer shall create a
contingency liability on the books of the Atlanta Power Company books in an original amount of
$155,000, the sum of which shall escalate at the rate of five percent (5%o) annually. The principal
and interest on said $155,000 shall be credited in an amount equal to the monthly electrical bill
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 6
(the rates for which bill shall fluctuate with the Atlanta Power Company's general rates) at Seller's
residence in Atlanta, Idaho more particularly described as 170 Middle Fork Rd., Atlanta,Idaho
83716. The monthly credit will apply to all electric consumption up to 6,000 kWh until the corpus
of the $155,000 and accumulated interest, have been fully credited as described herein or until
otherwise terminated as described herein. Seller shall be responsible for paying the cost of any
electric consumption over the 6,000 kWh monthly limit. Buyer's obligation to credit Seller's
electric bill will terminate upon the occuffence of any of the following: (1) the principal and
interest are fully credited; or (2) Seller transfers ownership to the property to any third person or
entity including Seller's estate in the event of Seller's death; or (3) Seller causes the name on the
account to be changed.
6.4 Real Property Exchanse
The Parties further agree that a land 'swap' is necessary to complete the consideration of
the sale such that Seller will grant title in fee simple to Buyer to a certain portion of that parcel of
land which the Atlanta Power Company is cunently using for miscellaneous storage more
particularly described on Exhibit B, attached hereto and incorporated by this reference, and in
exchange for said grant of title, Buyer will grant to Seller in fee simple that parcel of land owned
by Atlanta Power Company abutting Seller's residence more particularly described on Exhibit C,
attached hereto and incorporated by this reference. Buyer and Seller agree to promptly execute all
necessary instruments of conveyance required to complete this Real Property Exchange after the
Closing.
6.5 Further Assurances. At any time after the Closing Date, at Buyer's reasonable
request, Seller shall promptly execute, acknowledge and deliver all such further acts, assurances
and instruments of sale, transfer, conveyance and confirmation as are reasonable required, and take
all such other action as Buyer may reasonable request, to transfer, convey, assign and confirm
Buyer's right, title and interest to the Ownership Interests and to otherwise effect the intent of this
Agreement.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF THE SELLER
7.1 Seller representso warrants and covenants to Buyer the following, to wit:
7.1.1 That Seller is the sole beneficial and record owner of the Ownership
Interests of the Company, and;
7 .l.2 That the Company is an ldaho Corporation duly organized, validly existing
and in good standing under the laws of the State of Idaho, and that it has all requisite power and
authority to own its Assets and to carry on its business as now being conducted.
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 7
7 .l.3 That Seller and the Company have all requisite power and organizational
authority to execute and deliver the documents required to be delivered to consummate the
transactions contemplated herein.
7.I.4 That no other Persons own an option or other right (contingent or
otherwise), including any right of first refusal or right of first offer, to acquire the Ownership
Interests of the Company or any equitable or other ownership interest in the Company.
7.1.5 That this Agreement has been duly authorized, executed and delivered by
Seller
7.1.6 That, to Seller's knowledge, there are no facts, circumstances, proposals,
plans, or investigations which could reasonably be expected to have an adverse effect on the
Company's continued operation, maintenance and use of the Company's Assets, including, but not
limited to the Company's hydroelectric generating asset.
7.1.7 That each Tax required to have been paid, or claimed by any Governmental
Authority to be payable, by the Company or in respect of any Assets or activities of the Company,
have been duly paid in full and no claim or other administrative or judicial proceeding is pending
or has been threatened against or with respect to the Company in respect of any Tax, save those
fines suspended by the Idaho Public Utilities Commission contingent on this sale, described in
Final Order #35465.
7.1.8 Notwithstanding the above Section 7.1.7, Seller makes no representation or
warranty regarding the Company's tax filings, and agrees that any tax liability, including fines,
interest, and penalties, relating to the Company prior to Closing shall be subject to the
indemnification provisions of Section 11.2.
7 .1.9 That the Company has one employee, Gene Haught, and has no unpaid
liabilities or outstanding liabilities associated with any former employee.
ARTICLE 8
CONTRACTS AND PERMITS
8.1 Exhibit D contains a true, complete and correct list of all Contracts (including
insurance contracts) entered into by the Company including each agreement, contract or
understanding relating to the employment of, or the performance of services by, any person or
entity on behalf of the Company.
8.2 Exhibit E contains a true, complete and correct list of all Permits related to,
associated with, or concerning the Company.
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 8
ARTICLE 9
BANK ACCOUNTS
9.1 Exhibit F contains a true, complete and correct list of all bank accounts, safe deposit
boxes, and related powers of attorney for the Company.
ARTICLE 10
MATERIAL MISSTATEMENTS OR OMISSIONS
10.1 None of the representations or warranties given by Seller in this Agreement or any
ancillary agreement to which Seller is a party when taken as a whole, contains any untrue statement
of a material fact, or omits to state any material fact necessary to make the statements therein not
misleading.
ARTICLE 11
INDEMNIFICATION
11.1 Seller shall indemnifu and hold harmless Buyer together with Buyer's members,
managers officers employees agents and advisors (Buyer Indemnified Parry) from and against all
claims, damageso losses, liabilities and expenses (Losses) to which any Buyer Indemnified Party
becomes subject, which Losses arise out of or are incurred in connection with any breach by Seller
of this Agreement or of Seller's covenants in this Agreement, and,/or any fraud or intentional
misrepresentation or willful misconduct by Seller or the Company associated with this Agreement.
ll.2 Seller's indemnification obligations shall be secured by the promissory note by
Buyer to Seller described in Section 6.2. Bnyer shall have the right to offset Seller's
indemnification obligations against Buyer's payment obligations under said promissory note.
11.3 The indemnification obligations contained in this Article 10 shall survive the
Closing or any termination of this Agreement.
ARTICLE 12
MISCELLANEOUS
l2.I This Agreement shall be binding upon each of the Parties hereto and each of their
permitted successor and assigns.
I2.2 No failure on the part of aPafi to exercise any power, right, privilege or remedy
under this Agreement, and no delay on the part of any Person in exercising any power, right,
privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege
or remedy.
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 9
12,3 Thiu Agrccncnt ond sll exhiblu hcrrto, rsprcsenls the entire under*tanding and
sg€smpnt botwscn thc Partics with r€spcct io thc subject mtncr hcrcof lnd xupcr*odcs dl prior
ord ffid writlon commitnanb andlor undentandingn bctwocn the Partisr.
12.4 Thie Agremcnt shsll be govcrncd by and conshrod in accordsncc rri& tha lsws of
ilre $hts of ldrhoo cxcluding any hwr therwfurhie.h would dircct appltcation of ths lerv of rnsthcr
juri*diction.
12,3 ?his Agrocmmt mny bo cxecut€d in snc or rnorr countsrpsrtf, eaeh of whiqh rhcll
ba dcemd to bc an original, but all of whish ebelt b€ one snd ths ssms dncument.
IN WTTNESB IYIIBREOf' tlris Agrcam*t has brsn duly cxccurcd by thc Partitg hcrcto
ac of snd on thc datr fimt writtcn sbove.
BUYNR SfLLEN
lrracl fi,ryOrtylock Energy Holdirlgp, LLC
Nisk Jonss Prcsldsnt find owncr, Athnte Powcr Company
Tlrle;
?irla:
Stork Pursharc Agrc*mcnt
Orcylock Encrgy Holdingr, LLC {Buysr}
Iencl Ray (Ssllsr)
Prgr l0
I2.3 This Agreernent and all exhibits hereto, represents the entirE understanding and
agteement between the Parties with respect to the zubject matter hereof and supersedes all prior
oral and written commitnsnts and/or understandings between the Parties.
12.4 This Agreement shall be governed by and construed in acsordanoe with the laws of
the State of Idaho, excluding any laws thereof which would direct application of the law of another
jurisdiction.
12.5 This Agreement may be executed in one or rr.ore counterparts, each of which shall
be deemed to be an original, but all of which shall be one and the sarne document.
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties hereto
as of and on the date first written above.
BUYER SELLER
Greylock Energy Holdings, LLC Israel Ray
By:
Nick Jones
Title:
By:
GeneHaught
Titlo:
Stock Purchase Agreement
Greylock Energy Holdings, LLC @uyer)
Israel Ray (Seller)
Page l0
President and owner, Atlanta Company
12.3 This Agreement and all exhibits hereto, represents the entire understanding andagreement between the Parties with respect to the subject matter hereof and supersedes alfrriororal and written commitments andlor understandings bltrveen the parties.
12.4 This Agreement shall be govemed by and conshued in accordance with the laws ofthe State of Idaho, excluding any laws thereof whioh would direct application of the law of anotherjurisdiction.
l2-5 This Agreement may be executed in one or more countetparts, each of which shallbe deemed to be an original, but all of which shall be one and the same iocument.
IN WmNESS WIIERDOF, this Agreement has been duly executed by the parties heretoas of and on the date first written above.
BTIYER SELLER
Greylock Energy Holdings, LLC Israel Ray
?nr^u
Title:
President and owner, Atlanta power Company
Gene Haught
Title:
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page l0
EXHIBIT A
PROMISSORY NOTE
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page I I
PROMISSORY NOTE
$365,000.00 August 26,2022
Boise,Idaho
FOR VALUE RECEIVED, Greylock Energy Holdings, LLC, an Idaho limited liability
company, its heirs, successors, and assigns (the "Maker"), promises to pay to the order of Israel
Ray, his heirs, successors, and assigns (the "Holder"), at I I 140 Chicken Dinner Road, Caldwell,
Idaho 83607, or at such other address as may be specified, the principal sum of Three Hundred
Sixty-Five Thousand and 00/100 Dollars ($365,000.00) in lawful money of the United States,
together with interest at three percent (3%) per annum on the unpaid principal balance from
2022, until paid in full.
1. Pavment. This Note shall be paid in equal payments consisting of principal and
interest, amortized over fifteen (15) years (the "Term"), in the amount of Two Thousand Five
Hundred Twenty Dollars and Sixty-Two Cents (92,520.62) per month, commencing
2022, and continuing on the first (l't) day of each calendar month thereafter
until paid in full.
2. Secured Interest. This Note is secured by the security interest, granted to Holder
by Maker under the Pledge and Security Agreement (the "Security Agreement"), a copy of which
is attached hereto as Exhibit A, securing all income in excess of Idaho Public Utility Commission
approved expenses derived from the Company's sales of electricity referred to therein. Maker
warrants and represents to and covenants to Holder that the security interest granted pursuant to
this Note is now and at all times hereafter shall be perfected and have a first priority and there are
no other liens on said property that have an equal or superior right to Holder, the foregoing
notwithstanding, all future security issuances, indebtedness or financial obligation of any nature
incurred by the Company and approved by the Idaho Public Utilities Commission shall have a first
priority position over the Holder's security interest created herein.
3. Pre-pavment. The Maker may pre-pay this Note in its entirety at any time without
penalty. The amount to be paid by Maker for any pre-payment of the entire Note will consist only
of the outstanding principal and accrued interest then due and owing.
(a) In the event Maker pre-pays any portion of the unpaid principal, the monthly
payment shall remain the same, but the Term shall be shortened commensurately.
4. Waiver bv Holder of Note. The failure of Holder to enforce his rights upon any
default shall not constitute a waiver of any such rights or operate, or prospectively operate, to
release or discharge any maker, guarantor or endorser hereof.
5. Late Fee. If a payment is more than fifteen (15) days late, Maker will be charged a
late payment fee of five percent (5%) of the regularly scheduled payment.
6. Default. Maker will be in default of the terms of this Note if:
(a) Maker fails to make a payment when due;
PROMISSORYNOTE. I
M:\Clients\Ray, Israel - 2205592055.002 - Sale of Business (Atlanta Power Co.)\DraftsV022.08.26 - Promissory Note - FINAL.docx
(b) Maker fails to perform promptly at the time and strictly in the manner
provided in this Note or any agreement related to this Note;
(c) any representation or statement made or furnished to the Holder of this Note
by Maker is false or misleading in any material respect;
(d) Maker becomes insolvent, a receiver is appointed for any part of Maker's
property, Maker makes an assignment for the benefit of creditors, or any proceeding is commenced
by or against Maker under bankruptcy or insolvency laws;
(e) any creditor tries to take any of the property on or in which the Holder of
this Note has a pledge and/or security interest; or
(0 any of the events described in this section occur with respect to any
guarantor of this Note.
Upon the occurrence of an event of default, Holder shall provide written notice to Maker
that a default has occurred and request that the default be cured. After receiving such written
request, the default shall be cured by Maker within thirty (30) days. In the event Maker does not
cure a default within said thirty (30) day period, Holder of this Note may declare the entire unpaid
principal and interest immediately due and payable.
7. Remedies. Upon the occurrence of an Event of Default, Holder shall have the
option, without demand or notice, to:
(a) Declare the unpaid principal balance of this Note, all interest accrued
thereon and any other amounts due and payable under the terms of this Note to be immediately
due and payable, and the same shall thereupon become and be immediately due and payable
without presentment, demand, protest or notice of any kind, all of which are hereby expressly
waived by Maker;
(b) Foreclose, execute and/or levy upon the liens or security interests securing
the payment of this Note; and
(c) Exercise any and all other rights and remedies available at law or in equity
The remedies of Holder shall be cumulative and concurrent, and may be pursued singularly,
successively or together, at the sole discretion of Holder, and may be exercised as often as occasion
therefor shall arise.
No act, omission, or other failure on the part of Holder or any holder of this Note to exercise
any right, remedy, or recourse hereunder with respect to Maker, whether before or after the
occurrence of an Event of Default, shall constitute waiver or release of any such right, remedy,
recourse, Event of Default or of any other Event of Default by such holder or on behalf of any
other holder; such waiver or release to be effected only through written document executed by
Holder or such holder and then only to the extent specifically recited therein. A waiver or release
with reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or
PROMISSORYNOTE - 2
M:\Clients\Ray, Israel - 22055\22055.002 - Sale of Business (Atlanta Power Co.)\DraftsV022.08.26 - Promissory Note - FINAL.docx
rclssss of, nny subwquent right" remcdy or rssour$s ss lo n rubrequcnt evcnl No fhilure to
mcclcrstc the dobt of Mnkcr avidsncod hercby by rtn*on of an Evcnt of Defuult or indulgeruc
gmnted frum timc to timo choll bo aonstru.d to bc n r+'nivsr of thc rlght to inrlet upon pmmpt
prymcnt thercafta, or shsll bc dscmed t0 bc s nov$ion sf tbie Note or e roinstarcmcat of s$sh
debt pvidcnccd hcrcby or a waivsr of such rig}t of nccclarstion or any othcr rigfrt, ar bo csnchlod
co as io proclude ths exsrchs of any right ony holdsr of thia Note may havo, whethor by tho lewa
of thc juriediction govuning thi* Notq by Egrtsnsnt or othcnrioo.
f. Atdlfingd.e$* Excopt an othcnyiss providcd hcroin, in addition tro tho actc and
dccdr rscitcd horuin end contccnplatod to bc parformed, cxseuted, snd/or dolivcred by any party,
the p*rticr hEreto 0gfee to perform, ex€cutg snd/or ddivEr, or s8uss to bo perfonnsd, cxCIcuts4
sndlor delivsrud, sny rnd ell sush ft$ther $st& dccdr, and lr$ursncco that any party may rmronrbly
rcquirr tio commnmats iho tmnssctiun contcmplutcd heroby.
t. A$1ggl[fff. In any ac*ion brought to srforce thc rcnns and condltiqns of thie
Nolc, tho pruvniling pnrty ehnll bo sntitlcd to rusovlr itn rsasonehle sttornoyto ftcc ond oorts from
the non-pruveiling party,
10, A!&!pSU. The portie* &grsc tlat thix Hotc is not amignablo unlcss mutuully
ngrocd to in writing by thc partiar. WriRen *oticc ofany nmignmcnt will be givrn by tbo acrigning
p0rty to the othlT pnrty.
I l. Al1tl$X|3l1fg. Tttis Notr ehell bc govcrncd by the lswr and dc$isisns ofthc atets
of ldaho. Mnkorrand Holdsr eaeh hscby wlivc trid by jury in nny oction or proceoding to which
Muker or Holdd m*y be parties, rriring out of, or ln rny way pcrtoining to ihia Hotc.
IN WITI.IESS WIIEREOF, tbe urdcrrigned hlr $refi.ltrd md msde cffcctive thi*
Prorni*rory Nots on 202?.
MAKER
OREYLOCK ENER€Y HOLDINOS, LLC' an
Idaho limited liebility comp&ny
By:
Nlcholsr Jonas
lls:
It*:
PRCIMI$SORY HOTE -3
MsClhrrr\Rry" lsld .l!0tf$mt5"002 - 3ds of Dudrurr {Attuh lbrsr Co,}Drclb\l0l].0f.$ ' Proml$ory Noiu. FNAL.dasi,
release of, any subsequent right, remedy or recourse as to a subsequent event. No failure toaccelerate the debt of Maker evidenced hereby by reason of an Eveni of Default or indulgencegranted from time to time shall be construed to be a waiver of the right to insist upon piomptpayment thereafter, or shall be deemed to be a novation of this Note or a reinstatement of suchdebt evidenced hereby or a waiver of such right of acceleration or any other right, or be construedso as to preclude the exercise 9f any right any holder of this Note may have, rih"ther by the lawsof thejurisdiction governing this Note, by agreement or ofherwise.
S. AdJditional Acts. Except as otherwise provided herein, in addition to the acts anddeeds recited herein and contemplated to be performed, executed, and/or delivered by any pafiy,
the parties hereto agree to perform, execute and/or deliver, or cause to be perforrred, executed,and/or delivered, any and all such firrther acts, deeds, and assurances that utry p*ty -ay reasonablyrequire to consurnnnate the fiansaction contemplated hereby.
,9. A,$tornev's Fees. In any action brought to enforce the terms and conditions of thisNote, the prevailing party shall be entitled to recovei its reasonable attorney's fees and costs fromthe non-prevailing pa{y.
10. AssisnmenJ. The parties agree that this Note is not assignable unless mutuallyagreed to in writing by theparties. Written notice of any assignment wi[ bJgiven by the assigninipaffto the otherpa{y.
- - - , 11. Anplicable Law' This Note shall be governed by the laws and. decisions ofthe stateof Idaho. Maker and Holder each hereby waive triai Uy.lury inany action or proceeding to whichMaker or Holder may be parties, arising out o{ or in any way pertaining to this Note.
IN
Promissory
WITNESS WHEREOF, the undersigned
Note on
has executed and made effective this
2022.
NgV ZGr?aLL
MAKER
GREYLOCK ENERGY HOLDINGS, LLC, AN
Idaho limited liability company
By:
ones
Gene Haught
Its:
PROMISSORY NOTE - 3
M:\Clients\Ray, Israel - 22055\22055.002 - Sale of Business (Atlanta Power Co.)\Drafts\z12z.Og.26 - promissory Note - FINAL,docx
EXHIBIT A _ PLEDGE AND SECURITY AGREEMENT
PROMISSORYNOTE - 4
M:\Clients\Ray, Israel - 22055\22055.002 - Sale of Business (Atlanta Power Co.)\Drafts\2022.08.26 - Promissory Note - FINAL.docx
EXHIBIT B
DESCRIPTION OF LAI{D FROM SELLER TO BUYER
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 12
EXHIBIT C
DESCRIPTION OF LAND FROM BUYER TO SELLER
Elmore County Parcel No. RPMSNl1E03l lOC
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 13
EXHIBIT D
CONTRACTS
None.
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 14
EXHIBIT E
PERMITS
The Certificate of Public Convenience and Necessity (CPCN) in the name of Atlanta Power
Company,Inc;
FERC License issued to Project No. I 1541-00 1 issued on May 9, 2002;
Water Right # 63-206.
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 15
EXHIBIT F
BANK ACCOUNTS
U.S. Bank Acct. # 1533-0243-4367
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 16
EXHIBIT G
COMPANY ASSETS
Water Right # 63-2063;
Poles
Inservice 26 less than l0 yrs
Inservice 54 needs replaced
Inventory ?
Cut outs
Inservice 26
Inservice needs replaced5
Transformers
l5's 9
5',s 2
Unmarked/Unknown t7
Meters
Working 75
Inventory 4
all office supplies purchased by Atlanta
Power Company
w/ all software and related licenses
Office Supplies
Computer
..ri;iy;;,1,;,lilr " 'r i ,r il,J;\i' i. ,\ ta:.
SERIAL #COUNT
Diesel Generator
Turbine
Wikki Gate
Control Panel
7
1 set Dam Gates
Stock Purchase Agreement
Greylock Energy Holdings, LLC (Buyer)
Israel Ray (Seller)
Page 17
L
1
t
I
L
LM-239206-0501Generator
7
7