STOCK PURCHASE AGREEMENT
Exhibit
2
This
Stock Purchase Agreement (this “Agreement”) is made and entered into as of
June 10, 2010 by LIFE Power & Fuels LLC, a Delaware limited liability
company, with an address at 0000 Xxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx
00000 (“Seller”), Xxxxxx Xxxxxxx, an individual residing at 00 Xxxxxx Xxxxx
Xxxx, Xxxxxxx, Xxxxxxxxxx 00000 (“Xxxxxxx”), Xxxxx Xxxxxxxx, an individual
residing at 000 Xxxx Xxxxxx Xxxxxx, Xxx. 0X, Xxxxx, Xxxxxxxx 00000 (“Xxxxxxxx”),
the Xxxxxx X. and Xxxxxxx X. Xxxxxx Revocable Living Trust, with an address at
0000 Xxxxxx Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (“Xxxxxx”),
Latin-American Fuels Corporation, a British Virgin Islands corporation,
with an address at Xxxxxxx 0 Xx. 00-00 Xx. 000, Xxxxxx, Xxxxxxxx
(“Latin-American” and together with Carlson, Grossman, and Xxxxxx,
”Purchasers”).
WHEREAS, Seller is the sole record and
beneficial owner of 47,700,000 shares of common stock, par value $0.001 per
share (the “Common Stock”), of Freedom Resources Enterprises, Inc., a Nevada
corporation (the “Company”); and
WHEREAS, Purchasers desire to acquire
from Seller, and Seller desires to sell to Purchasers, a total of 11,700,000
shares of Common Stock ( the “Shares”), in the manner and on the terms and
conditions hereinafter set forth; and
WHEREAS, Purchasers wish to purchase
the Shares from Seller in a private sale that is not part of a distribution or
public offering;
NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Agreement to Purchase and
Sell the Shares. Seller will sell to Purchasers and Purchasers
agree to purchase the Shares for a purchase price of $0.00197239 per share (the
“Purchase Price”) as follows, in each case in a private sale exempt from
registration under Section 4(1) of the Securities Act of 1933, as amended (the
“Act”).
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Purchaser
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Number
of Shares
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Aggregate
Purchase Price
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Latin-American
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9,000,000
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$17,751.48
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Xxxxxxxx
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1,500,000
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$2,958.58
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Xxxxxxx
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600,000
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$1,183.43
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Xxxxxx
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600,000
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$1,183.43
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2. Closing and
Payment. Subject to the terms and conditions hereof, and in
reliance upon the written representations and warranties of Purchasers, Seller
will sell and, subject to the terms and conditions hereof, and in reliance upon
the written representations and warranties of Seller, Purchasers will purchase,
at a single closing, the Shares. The closing (the “Closing”) shall be
held on June 10, 2010, or such other date as the Parties may agree (the “Closing
Date”), at the offices of Xxxxx Xxxxxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, XX
00000-0000. At the Closing, Seller will deliver to Purchasers
original stock certificates evidencing the Shares to be purchased hereunder,
along with stock powers executed in blank. On the Closing Date, the
Purchasers shall deliver or cause to be delivered to Seller the Purchase Price,
by wire transfer, cashier’s check, or by such other means as the parties may
agree upon in writing.
3. Representations and
Warranties of Seller. Seller hereby represents and warrants to
Purchasers that the statements in the following paragraphs of this Section 3 are
all true and complete as to Seller as of the date hereof:
3.1 Authority; Due
Authorization. This Agreement has been duly and validly
executed and delivered by Seller, and upon the execution and delivery by
Purchasers of this Agreement and the performance by Purchasers of their
obligations herein, will constitute, a legal, valid and binding obligation of
Seller enforceable against Seller in accordance with its terms, except as such
enforcement may be limited by bankruptcy or insolvency laws or other laws
affecting enforcement of creditors’ rights or by general principles of
equity.
3.2 No
Conflicts. The execution and delivery by Seller of this
Agreement does not, and the performance by Seller of its or his obligations
under this Agreement and the consummation of the transactions contemplated
hereby will not, conflict with or result in a violation or breach of any of the
terms, conditions or provisions of any other agreement to which Seller is a
party.
3.3 Title to
Securities. Seller is the sole record and beneficial owner of
the Shares to be sold by Seller and has sole managerial and dispositive
authority with respect to such Shares. Seller has not granted any
person a proxy with respect to such Shares that has not expired or been validly
withdrawn. The sale and delivery of the Shares to be sold by Seller
to the applicable Purchaser pursuant to this Agreement will vest in such
Purchaser legal and valid title to such Shares, free and clear of all liens,
security interests, adverse claims or other encumbrances of any character
whatsoever (“Encumbrances”) (other than Encumbrances created by such Purchaser
and restrictions on resales of such Shares under applicable securities
laws).
3.4 Valid
Issuance. The Shares to be sold by Seller hereunder are, and
shall be at the Closing, duly and validly issued, fully paid, and non-assessable
and in each instance have been issued in accordance with the registration
requirements of applicable securities laws, including, without limitation, the
Act, or valid exemptions therefrom.
3.5 Corporate
Documents. Copies of the Company’s current certificate of
incorporation, all amendments thereto, and bylaws, as of the date hereof have
been filed as exhibits to the Company’s reports (the “Filings”) with the
Securities and Exchange Commission (“SEC”).
3.6 The
Company. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of
Nevada.
4. Representations and
Warranties of Purchasers. Each Purchaser hereby
represents and warrants to Seller that the statements in the following
paragraphs of this Section 4 are all true and complete as to such Purchaser as
of the date hereof:
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4.1 Exempt Transaction.
Such Purchaser understands that the offering and sale of the Shares to be
acquired by such Purchaser are intended to be exempt from registration under the
Act and exempt from registration or qualification under any state
law.
4.2 Authorization. Such
Purchaser represents that (i) he or it has full power and authority to enter
into this Agreement, (ii) this Agreement has been duly and validly executed and
delivered by such Purchaser, and upon the execution and delivery by Seller of
this Agreement and the performance by Seller of their obligations herein, will
constitute, a legal, valid and binding obligation of such Purchaser enforceable
against such Purchaser in accordance with its terms, except as such enforcement
may be limited by bankruptcy or insolvency laws or other laws affecting
enforcement of creditors’ rights or by general principles of
equity.
4.3 Purchase for Own
Account. The Shares to be purchased by such Purchaser
hereunder will be acquired for investment for such Purchaser’s own account, not
as a nominee or agent, and not with a view to the public resale or distribution
thereof, and such Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the same.
4.4 Investment
Experience. Such Purchaser understands that the purchase of
the Shares involves substantial risk.
5. Conditions to Purchasers’
Obligations at the Closing.
5.1 Conditions to Each
Closing. Subject to the terms hereof, the obligation of the
Purchasers to purchase the Shares at the Closing is subject to the
fulfillment, prior to the Closing to the satisfaction of the Purchasers, of the
following conditions, the waiver of which shall not be effective against
Purchasers without written consent thereto:
5.1.1 Representations and
Warranties True and Correct. The representations and
warranties made by Seller in Section 3 hereof shall be true and correct and
complete as of the date hereof, and shall be true and correct and complete as of
the date of the Closing with the same force and effect as if they had been made
on and as of such date.
5.1.2 Performance of
Obligations. The Seller shall have performed and complied with
all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it or him on or before the
Closing.
5.1.3 Securities
Laws. The offer and sale of the Shares to the
Purchasers pursuant to this Agreement shall be exempt from the
registration and/or qualification requirements of all applicable securities
laws.
6. Conditions to Seller’s
Obligations at the Closing.
6.1 The
obligations of Seller under this Agreement with respect to the Purchasers are
subject to the fulfillment at or before the Closing of the following
conditions:
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6.1.1 Representations and
Warranties. The representations and warranties of the Purchasers
contained in Section 4 hereof shall be true and correct as of the
Closing.
6.1.2 Performance of
Obligations. The Purchasers shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it or him on or before the
Closing.
7. Indemnification.
7.1 Seller
shall indemnify and hold Purchasers and their affiliates, officers, directors,
employees, agents, successors and assigns harmless from and against any claim,
action, suit, proceeding, loss, liability, damage or expense (including, without
limitation, reasonable attorneys’ fees), directly or indirectly arising from or
related to any breach by Seller of this Agreement, including, but not limited
to, Seller’s representations, warranties or covenants hereunder.
7.2 Each
Purchaser shall indemnify and hold Seller harmless from and against any claim,
action, suit, proceeding, loss, liability, damage or expense (including, without
limitation, reasonable attorneys’ fees) directly or indirectly arising from or
related to any breach by such Purchaser of this Agreement, including, but not
limited to, such Purchaser’s representations, warranties or covenants
hereunder.
8. General
Provisions.
8.1 Successors and
Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties.
8.2 Governing Law;
Jurisdiction. Any dispute, disagreement, conflict of interpretation or
claim arising out of or relating to this Agreement, or its enforcement, shall be
governed by the laws of the State of New York. Seller and
Purchasers hereby irrevocably and unconditionally submit, for
themselves and their property, to the nonexclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United
States District Court of the Southern District of New York, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Each party hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any court referred to
above. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court. Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices below. Nothing in this Agreement will affect the
right of any party to this Agreement to serve process in any other manner
permitted by law. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
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8.3 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement. A telefaxed copy of this Agreement shall be deemed an
original.
8.4 Headings. The
headings and captions used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement. All references in this Agreement to sections, paragraphs,
exhibits and schedules shall, unless otherwise provided, refer to sections and
paragraphs hereof and exhibits and schedules attached hereto, all of which
exhibits and schedules are incorporated herein by this reference.
8.5 Costs,
Expenses. Each party hereto shall bear its own costs in
connection with the preparation, execution and delivery of this
Agreement.
8.6 Amendments and
Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of Seller and the Purchasers. No delay or omission to
exercise any right, power, or remedy accruing to Purchasers, upon any breach,
default or noncompliance of Seller under this Agreement shall impair any such
right, power or remedy, nor shall it be construed to be a waiver of any such
breach, default or noncompliance, or any acquiescence therein, or of any similar
breach, default or noncompliance thereafter occurring. All remedies,
either under this Agreement, by law, or otherwise afforded to Purchasers, shall
be cumulative and not alternative.
8.7 Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of this Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.
8.8 Entire
Agreement. This Agreement, together with all exhibits and
schedules hereto, constitutes the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes any and all
prior negotiations, correspondence, agreements, understandings duties or
obligations between the parties with respect to the subject matter
hereof.
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8.9 Further
Assurances. From and after the date of this Agreement, upon
the request of the Purchasers or Seller, Purchasers and Seller shall execute and
deliver such instruments, documents or other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.
[Remainder
of the page intentionally left blank; signature page follows]
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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first written above.
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SELLER:
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LIFE
Power & Fuels LLC
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By:
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/s/
Xxxxxx Xxxxxx
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Xxxxxx
Xxxxxx,
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Chief
Executive Officer
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PURCHASERS:
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Latin-American
Fuels Corporation
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By:
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/s/
Xxxxxxxx X. Xxxxx
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Xxxxxxxx
X. Xxxxx, President
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The
Xxxxxx X. and Xxxxxxx X. Xxxxxx Revocable Living Trust
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By:
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/s/
Xxxxxx Xxxxxx
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Xxxxxx
Xxxxxx, Trustee
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/s/
Xxxxxx Xxxxxxx
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Xxxxxx
Xxxxxxx
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/s/
Xxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxx
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