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db7

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db7

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Re: $hellKing post# 92

Wednesday, 04/20/2016 4:36:00 PM

Wednesday, April 20, 2016 4:36:00 PM

Post# of 129
8k, "Item 1.02 Termination of a Material Definitive Agreement.



On April 20, 2016, the previously announced asset purchase agreement (the “Purchase Agreement”), dated February 16, 2016, between Banyan Rail Services Inc. (the “Corporation”), Thermocast Acquisition Corp., a Delaware corporation (“Thermocast Acquisition”) and a wholly-owned subsidiary of the Corporation, International Thermocast Corporation, a Georgia corporation, The Dekor Corporation, a Georgia Corporation (collectively, “Sellers”), and Mark Anderson, an individual resident of the State of Georgia and the sole shareholder of Sellers, for the purchase of Sellers’ business was terminated by Thermocast Acquisition. Thermocast Acquisition terminated the Purchase Agreement in accordance with its right to terminate such agreement pursuant to Section 8.1.5 thereunder.



Also on April 20, 2016, the previously announced Real Estate Purchase Agreement, dated February 16, 2016, between Thermocast Acquisition and Anderson Investment Management, Inc. (“Anderson Investment”), an affiliate of Sellers, for the purchase of Anderson Investment’s real property, including its buildings, improvements, easements and appurtenant rights and privileges, located at 189 Etowah Industrial Court, Canton, Georgia, was terminated. Thermocast Acquisition terminated the Real Estate Purchase Agreement in accordance with its right to terminate such agreement due to the parties’ failure to consummate the transactions contemplated by the Purchase Agreement.



All of the transactions contemplated in the Purchase Agreement and the Real Estate Purchase Agreement are collectively referred to as the “Transaction.”


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