STOCK PURCHASE AGREEMENT
EXHIBIT 10.1
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This Stock Purchase Agreement (the “Agreement”), dated as of October 20, 2010, by and between ALL Fuels
& Energy Company, a Delaware corporation (“AFSE”), and Xxxxx Xxxxx (“Buyer”).
WHEREAS:
WHEREAS, AFSE and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and
WHEREAS, Buyer desires to purchase and AFSE desires to issue and sell, upon the terms and conditions set forth in this Agreement, shares of common stock, $.01 par value per share, of AFSE (the “Common Stock”);
WHEREAS, the Buyer wishes to purchase, upon the terms and conditions stated in this Agreement,
the shares of Common Stock set forth herein; and
NOW THEREFORE, AFSE and the Buyer hereby agree as follows:
I. DEFINITIONS
Whenever used in this Agreement, the following terms shall have the meanings set forth below, including the exhibit hereto or amendments hereof.
A. “AFSE” shall mean ALL Fuels & Energy Company, a Delaware corporation.
B. “Agreement” shall mean this Stock Purchase Agreement and all exhibits hereto or amendments hereof.
C. “Buyer” shall mean the person acquiring the Common Stock of AFSE, pursuant to this Agreement.
D. “Knowledge of AFSE” or matters “known to AFSE” shall mean matters actually known to the Board of Directors or officers of AFSE, or which reasonably should be or should have been known by them upon reasonable investigation.
E. “Securities Act” shall mean the Securities Act of 1933, as amended, and includes the rules and
regulations of the Securities and Exchange Commission (“SEC”) promulgated thereunder, as such
shall then be in effect.
Any term used herein to which a special meaning has been ascribed shall be construed in accordance with either
(1) the context in which such term is used, or (2) the definition provided for such terms in the place in this Agreement
at which such term is first used.
II. DISCLOSURES
AFSE hereby incorporates herein the following documents by this reference (the “Referenced Documents”):
A. Quarterly Report on Form 10-Q, for the period ended June 30, 2010, as filed with the SEC;
C. Quarterly Report on Form 10-Q for the period ended March 31, 2010, as filed with the SEC; and
D. Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC.
Buyer hereby acknowledges that he has had the opportunity to ask questions of, and receive answers from, the
principals of AFSE regarding the disclosures contained in the documents incorporated herein by reference. Further,
Buyer understands and acknowledges that AFSE is a development-stage company and may never earn a profit.
III. PURCHASE AND SALE
AFSE hereby sells to Buyer and Buyer hereby buys from AFSE 5,000,000 shares of AFSE Common Stock.
The Common Stock shall be sold to Buyer at the price and subject to all of the terms and conditions set forth herein.
IV. PURCHASE PRICE - PAYMENT
Buyer shall deliver to AFSE the sum of $50,000 in payment of the 5,000,000 shares of Common Stock
purchased by Buyer hereunder, a per share price of $.01, which payment shall be delivered as provided in paragraphs
VI and VII hereinbelow.
V. ISSUANCE OF THE COMMON STOCK
AFSE shall cause the shares of Common Stock purchased and sold hereunder to be issued as provided in
paragraphs VI and VII hereinbelow.
VI. THE EXCHANGE
Upon the mutual execution of this Agreement, Buyer agrees to deliver forthwith the sum of $50,000 required
to be delivered pursuant to paragraph IV hereof. Upon receipt of such funds, AFSE shall deliver to Buyer the shares of
Common Stock purchased and sold hereunder.
VII. REPRESENTATIONS AND WARRANTIES OF AFSE
AFSE represents and warrants to Buyer:
A. Organization and Corporate Authority. AFSE is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and is qualified to do business as a foreign corporation in all
jurisdictions where the ownership of property or maintenance of an office would require qualification. AFSE has all
requisite corporate power and authority, governmental permits, consents, authorizations, registrations, licenses and
memberships necessary to own its property and to carry on its business in the places where such properties are now
owned and operated or such business is being conducted.
B. Subsidiaries. AFSE has two subsidiary corporations: ALL Energy Company, a Delaware corporation;
ALL Fuels - Steamboat Rock, LLC, an Iowa limited liability company; ALL Fuels - Jefferson, a Wisconsin limited
liability company; ALL Fuels - Rosholt, LLC, a South Dakota limited liability company.
C. Options, Warrants and Rights. Prior to the consummation of the transactions contemplated by this
Agreement, except as disclosed in the Referenced Documents, AFSE has no warrants or rights, conversion rights or other
agreements for the purchase or acquisition from AFSE of any shares of its capital stock.
D. Issuance of the Common Stock. The shares of Common Stock, when issued and delivered in
accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, and will be free and clear
of any liens or encumbrances and, to the knowledge of AFSE, will be issued in compliance with applicable state and
federal laws.
E. Financial Condition; Use of Proceeds. AFSE is a development-stage company without significant
revenues. AFSE requires substantial additional capital with which to implement its complete business plan. There is
no assurance that AFSE will obtain such needed capital or that its business plan, when implemented, will prove to be
successful. The funds derived under this Agreement will be utilized for general and administrative expenses and working
capital.
F. Undisclosed or Contingent Liabilities. To the best knowledge of AFSE and to its officers and directors,
AFSE has no material liabilities and, to the best knowledge of the officers and directors of AFSE, AFSE has no
contingent liabilities.
G. Litigation. AFSE is not a party to any suit, action, proceeding, investigation or labor dispute
(collectively “actions”) pending or currently threatened against it other than administrative matters arising in the ordinary
course of business .
H. Compliance with Agreements. The execution and performance of this Agreement will not result in
any violation or be in conflict with any agreement to which AFSE is a party.
I. Title to Property and Assets. AFSE has good and marketable title to its properties and assets free and
clear of all mortgages, liens, security interests and encumbrances.
J. Franchises and Permits; Taxes and Other Liabilities. To the knowledge of AFSE, it has all franchises,
permits, licenses, orders and approvals of any federal, state, local or foreign government of self regulatory body that are
material to or necessary for the conduct of its business. To the knowledge of AFSE, it has no outstanding tax liabilities,
no unsatisfied final judgment or valid lien filed against it or any of its property.
K. Governmental Consents. To the knowledge of AFSE, no consent, approval, order or authorization of,
or registration, qualification, designation, declaration or filing with, any governmental authority on the part of AFSE is
required in connection with the valid execution, delivery and performance of this Agreement.
L. Authorization. All corporate action on the part of AFSE and its officers, directors and shareholders
necessary for the authorization, execution and delivery of this Agreement, for the performance of AFSE’s obligations
hereunder and for the issuance and delivery of the securities comprising the Units has been taken. This Agreement, when
executed and delivered, shall constitute a legal, valid and binding obligation of AFSE.
M. Regulatory Compliance. To the knowledge of AFSE, it is in compliance with all applicable
environmental regulations relating to its business operations.
N. Employee Matters. To the knowledge of AFSE, it is in compliance with all laws and regulations
applicable to employee-related matters.
O. Suppliers and Customers. To the knowledge of AFSE, its relations with its suppliers and customers
are good.
VIII. REPRESENTATIONS AND WARRANTIES OF BUYER
A. Buyer is under no legal disability with respect to entering into, and performing under, this Agreement.
B. Buyer represents and warrants that he is an “accredited investor”, as that term is defined in Regulation
D of the SEC, is financially responsible, able to meet his obligations and acknowledges that this investment will be long
term, must be held indefinitely and is by its nature speculative.
C. Buyer represents and warrants that he understands that the Common Stock has not been registered
under the Securities Act and applicable state securities laws in reliance on the exemption provided by Section 4(6) of
the Securities Act, relating to transactions not involving a public offering and corresponding state securities laws
regarding non-public offerings.
D. Buyer represents and warrants that the Common Stock is not being purchased with a view to or for the
resale or distribution thereof and that he has no present plans to enter into any contract, undertaking, agreement or
arrangement for such resale or distribution.
E. Buyer further consents to the placement of the following legend, or a legend similar thereto, on the certificates representing the Common Stock:
“THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM
REGISTRATION AFFORDED BY SECTION 4(6) OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT ANY SUCH PROPOSED
TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND
REGULATIONS.”
IX. MISCELLANEOUS
A. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,
if to AFSE, to: ALL Fuels & Energy Company
0000 X.X. 00xx Xxxxxx
Xxxxxxxx, Xxxx 00000
Facsimile No.: (000) 000-0000
with a copy to: Xxxxxx & Xxxxxx
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
if to Buyer, to: Xxxxx Xxxxx
P. O. Xxx 000
Xxxxxxxxxxx, Xxxx 00000
with a copy to: ______________________
______________________
______________________
Facsimile No.: (___) ___-____
B. Survival of Covenants. Unless otherwise waived as provided herein, all covenants agreements,
representations and warranties of the parties made in this Agreement and in the financial statements or other written
information delivered or furnished in connection therewith and herewith shall survive the Exchange hereunder, and shall
be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.
C. Arbitration. In the event of a dispute between the parties hereto that arises out of this Agreement, the
parties hereby agree to submit such dispute to arbitration before the American Arbitration Association (the
“Association”) at its Minneapolis, Minnesota, offices, in accordance with the then-current rules of the Association; the
award given by the arbitrators shall be binding and a judgment can be obtained on any such award in any court of
competent jurisdiction. It is expressly agreed that the arbitrators, as part of their award, can award attorneys fees to the
prevailing party.
D. Governing Law. This Agreement shall be deemed to be a contract made under, governed by and
construed in accordance with the substantive laws of the State of Delaware.
E. Counterparts. This Agreement may be executed simultaneously in counterparts, each of which when
so executed and delivered shall be taken to be an original; but such counterparts shall together constitute but one and the
same documents.
F. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall
inure to the benefit of, and be binding upon, the successors, assigns and administrators of the parties hereto.
G. Entire Agreement. This Agreement, the other agreements and the other documents delivered pursuant
hereto and thereto constitute the full and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written.
“AFSE”: “BUYER”:
ALL FUELS & ENERGY COMPANY
/s/ XXXXX XXXXX
Xxxxx Xxxxx
By: /s/ XXXX X. XXXXXXXXX
Xxxx X. Xxxxxxxxx
President
