Exhibit 10.3
ACQUISITION AGREEMENT
Acquisition Agreement made this day of October 8, 2003 by and between Life
Energy & Technology Holdings, Inc., a Delaware corporation with offices at 0000
Xxxxxxxx Xxxx, Xxxxx #000 Xxxxx Xxxxxx, Xxxxxxxx 00000 ("LETH") and Green Energy
Management, LLC, a Delaware corporation with offices at 309 Opal, Xxxx 0-X , Xxx
Xxxxxxx, Xxxxxxxxx 00000 ("GEM").
WHEREAS LETH wishes to acquire of 4100 shares of the common stock of GEM from
GEM on the terms and conditions set out below; and
WHEREAS GEM wishes to sell to LETH 4100 shares of its common stock on the terms
and conditions set out below;
NOW, THEREFORE, in consideration of the mutual premises and promises contained
herein and for one dollar paid in hand from each party hereto to the other, the
parties agree as follows.
1. LETH herewith and herby purchases from GEM 4100 shares of GEM's common
stock, $001 par value, representing 41% of GEM's common stock outstanding
after such issuance of 4100 shares of common stock to LETH (the "GEM
Stock") and GEM herewith and hereby sells to LETH sells to LETH the GEM
Stock for the purchase price set out in paragraph 2 of this Subscription
Agreement.
2. LETH agrees to pay to GEM as the full purchase price for the GEM stock one
million dollars ($1,000,000.00) and two hundred thousand (200,000) shares
of LETH's restricted common stock, par value $0.01 per share and GEM agrees
to accept such amounts of monies and preferred as full payment for the GEM
Stock.
3. LETH has agreed to arrange as part of the acquisition to fund GEM on the
placement of Biosphere Systems in the United States, based on tipping fees
and electrical sales.
4. GEM has agreed and has arranged for permitting, site location, feedstock,
tipping fees and electrical sales for the biosphere systems.
5. LETH has agreed that GEM will be the operator of Biosphere Systems in the
United States under terms and conditions set by LETH and approved by GEM.
6. The closing on the purchase and sale of the GEM stock as described in
paragraph 1 and 2 of this Acquisition Agreement shall take place on or
before November 15, 2003 at the offices of LETH located at 0000 Xxxxxxxx
Xxxx Xxxxx #000, Xxxxx Xxxxxx, Xx 00000, unless rescheduled by the mutual
consent of the parties hereto.
7. LETH represents and warrants that it has had the opportunity to ask such
questions of GEM as LETH in its sole and absolute discretion has determined
to be pertinent and has received satisfactory answers from GEM. LETH
further represents and warrants that the purchase and sale contemplated by
this agreement has been approved by LETH's Board of Directors and the
signatory hereto has been authorized to so sign.
8. GEM represents and warrants that it is a Delaware corporation and in good
standing in Delaware, that it has the power and authority to enter into
this agreement and that the signatory hereto has been authorized to so
sign.
9. LETH and GEM acknowledge that the GEM Stock have not been and may not be
registered under the United States Securities Act of 1933, as amended (the
"ACT") or the securities law of any State in the United States. The GEM
Stock was issued pursuant to this agreement in reliance from an exemption
from registration under the Act as provided by Section 4(2) afforded in the
Act. The GEM Stock will be so called "restricted securities" and may not be
traded in the United States public markets unless registered pursuant the
federal securities laws or pursuant to an exemption there from.
10. LETH and GEM agree that the GEM stock represents 41% of GEM's issued and
outstanding common stock and that: a) GEM shall not create any other class
of security other than its common stock without the prior written consent
of LETH and b) GEM will not cause to be issued any additional shares of its
common stock which issuance would diminish LETH's percentage ownership of
GEM's Stock without the prior written consent of LETH.
11. GEM agrees that LETH will have the right to acquire an additional 10% of
GEM in the next 36 months at fair market value.
12. GEM agrees that if GEM decided to sell its remaining 49% LETH will have a
first right of refusal of the purchase of these shares at fair market value
to be determined by using standard accounting procedures.
13. The terms and conditions as set forth herein may not be changed other than
in writing by the parties hereto.
14. This Subscription Agreement may be signed in more than one counterpart,
each of such counterparts being deemed to be the original.
15. This agreement shall be construed in accordance with the laws of the State
of Delaware.
IN WITNESS WHEREOF, the parties have set their hands and seal on the day, month
and year first above written.
LIFE ENERGY & TECHNOLOGY HOLDINGS, INC.
By: /s/ Xx. Xxxxxxxxxxx XxXxxxxxx
--------------------------------------
GREEN ENERGY MANAGEMENT, LLC
By: /s/Xxxx Xxxxxx
--------------------------------------
