Contract
June
12, 2009
COMMON
STOCK OPTION
(Transferable)
NUCLEAR
SOLUTIONS, INC.
(a Nevada
Corporation)
For the
sum of Five Thousand ($5,000) Dollars, NUCLEAR SOLUTIONS, INC., (the
"CORPORATION") hereby grants to XXXXXXXX & ASSOCIATES DEFINED BENEFIT
PENSION PLAN, (the "HOLDER"), subject to the terms and conditions hereinafter
set forth, the option to purchase that number of shares of the common stock of
FUEL FRONTIERS, INC. (the "Shares") on the terms and conditions set forth
below:
1. Option Shares. The
CORPORATION grants HOLDER an option to purchase common shares of Fuel Frontiers,
Inc., the number of which shares shall equal 10% of the then issued and
outstanding shares of Fuel Frontiers, Inc. as of the date of Option
exercise.
2. Option Exercise
Price. The Option
Shares may be purchased for Three Hundred Fifty Thousand ($350,000)
Dollars.
3. Term and
Exercise.
(a) The
Option may be exercised by the HOLDER for all or part of the Shares on, or
before September 12, 2009 (such time period being referred to herein as the
“Term”) . This Option will be void in the event the HOLDER fails to
exercise this Option in the manner provided herein on, or prior to, the
expiration of the Term.
(b) The
HOLDER will exercise this Option, if at all, by surrendering to the CORPORATION
this Option Agreement together with the Notice of Exercise attached hereto as
Exhibit A, duly executed. The surrender of this Option Agreement and
the Notice of Exercise must be accompanied by payment in cash by certified check
or by bank wire transfer of the Option Price (as that term is defined in Section
2).
(c)
Within thirty (30) business days following the exercise of these Option by the
HOLDER as provided in this paragraph, the CORPORATION will cause to be issued in
the name of and delivered to the HOLDER, a certificate or certificates for the
Fuel Frontier, Inc. Shares. The CORPORATION covenants and agrees that all of the
Shares will be fully paid and nonassessable upon such issuance and
delivery.
4. Investment Intent;
Restrictions on Transfer.
(a) HOLDER
represents and agrees that if HOLDER exercises this Option, HOLDER will acquire
the Shares upon such exercise for the purpose of investment and not with a view
to, or for resale in connection with, any distribution thereof. The HOLDER
acknowledges that the shares issuable upon exercise of this
Option are "restricted shares" pursuant to Rule 144 of the Securities
and Exchange Commission and that any resale, transfer, or other distribution of
the Shares may only be made in conformity with Rule 144, the Securities Act of
1933, as amended, or any other federal statute, rule, or regulation. Upon such
exercise of this Option, HOLDER shall furnish to the Company a written statement
to such effect if requested, satisfactory to the Company in form and
substance.
(b) HOLDER further
represents that HOLDER, has had the opportunity to ask questions of the Company
concerning its business, operations and financial condition, and to obtain
additional information reasonably necessary to verify the accuracy of such
information.
(c) Unless
and until the Shares represented by this Option are registered under the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any Stock split, share
reclassification, Stock dividend or other similar capital event shall
bear legends in substantially the following form:
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THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR
SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
THEREFROM.
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THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT
CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ___________ BETWEEN THE
COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH
ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
CONDITIONS.
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and/or
such other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.
5. Transferability. The HOLDER may pledge,
hypothecate, sell, assign or otherwise transfer, or encumber these Options with
the written consent of the CORPORATION, which will not be unreasonably
withheld.
6. Notices.
Any
notice, offer, acceptance, demand, request, consent, or other communication
required or permitted under these Options must be in writing and will be deemed
to have been duly given or made either (1) when delivered personally to the
party to whom it is directed (or any officer or agent of such party), or (2)
three (3) days after being deposited in the United States' mail, certified or
registered, postage prepaid, return receipt requested, and properly addressed to
the party to whom it is directed. A communication will be deemed to be properly
addressed if sent to a party at the address provided below:
If to the
CORPORATION:
Nuclear
Solutions, Inc.
0000
Xxxxxxxxxxx Xxx., XX.
Xxxxxxxxxx,
X.X. 00000
If to the
HOLDER:
XXXXXXXX & ASSOCIATES DEFINED
BENEFIT PENSION PLAN
7. General
Provisions
a. Entire Agreement. This Agreement
(including the Schedule hereto and any written amendments hereof executed by the
parties) constitutes the entire Agreement and supersedes all prior agreements
and understandings, oral and written, between the parties hereto with respect to
the subject matter hereof.
b.
Sections and Other Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
c.
Governing Law. This Agreement, and all transactions contemplated hereby, shall
be governed by, construed and enforced in accordance with the laws of
Nevada. The parties hereto waive trial by jury and agree to submit to
the personal jurisdiction and venue of a court of subject matter jurisdiction
located in the District of Columbia. In the event that litigation
results from or arises out of this Agreement or the performance thereof, the
parties agree to reimburse the prevailing party’s reasonable attorney’s fees,
court costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party may be
entitled.
d. Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed to be an original, and
such counterparts together shall constitute one Agreement. For the purposes of
this Agreement, a faxed copy of an executed Agreement shall be deemed to be an
original.
IN WITNESS WHEREOF, this
Agreement has been executed by each of the individual parties hereto on the date
first above written.
NUCLEAR
SOLUTIONS, INC.
| By: |
/s/
Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title: Chief
Executive Officer
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XXXXXXXX
& ASSOCIATES DEFINED BENEFIT PENSION PLAN
| By: |
/s/
Xxxxx X. Xxxxxxxx
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Name:
Xxxxx X. Xxxxxxxx
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Title:
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Attachment
A
NOTICE
OF EXERCISE
Nuclear
Solutions, Inc.
Nonstatutory
Stock Option
Notice is
hereby given pursuant to Section 3 of my Stock Option Agreement that I elect to
purchase the number of shares set forth below at the exercise price set forth in
my option agreement:
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Stock
Option Agreement dated:
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June
12, 2009
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Number
of shares being purchased:
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10%
of the issued and outstanding stock of FFI
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Exercise
Price:
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$350,000.00
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The
Option exercise amount of $350,000.00 has been wire transferred to the
CORPORATION’s account or a certified check in the amount of $350,000.00 is
attached.
I hereby
confirm that such shares are being acquired by me for my own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof. I will not sell or dispose of my Shares in violation
of the Securities Act of 1933, as amended, or any applicable federal or state
securities laws.
I
understand that the certificate representing the Option Shares will bear a
restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.
Further,
I understand that, as a result of this exercise of rights, I will recognize
income in an amount equal to the amount by which the fair market value of the
Shares exceeds the exercise price. I agree to report such income in accordance
with then applicable law and to cooperate with Company in establishing the
withholding and corresponding deduction to the Company for its income tax
purposes.
I agree
to provide to the Company such additional documents or information as may be
required pursuant to the Company's NONSTATUTORY Stock Option
policies.
XXXXXXXX
& ASSOCIATES DEFINED BENEFIT PENSION PLAN
| By: |
/s/
Xxxxx X. Xxxxxxxx
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Date: |
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Name:
Xxxxx X. Xxxxxxxx
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Title:
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COMMON STOCK OPTION: PAGE 2
