Contract
10.1 Management
Agreement
This
Agreement is made as of this 12th day of
June, 2009 between and among FUEL FRONTIERS, INC., a Nevada corporation (“FFI”)
and NUCLEAR SOLUTIONS, INC., a Nevada corporation (“NSOL”), (FFI and NSOL are
sometimes collectively referred to herein as the “CORPORATIONS”) and XXXXXXXX
& ASSOCIATES DEFINED BENEFIT PENSION PLAN, (“XXXXXXXX”).
BACKGROUND
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(a)
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X. XXXXXXXX
desires to purchase shares of FFI owned by NSOL and NSOL desires to sell a
portion of its FFI shares to XXXXXXXX on the terms noted in the Stock
Purchase and Related Agreements (the “TRANSACTION
DOCUMENTS”).
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(b)
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B. As
an inducement to obtain the XXXXXXXX investment, the CORPORATIONS have
respectively agreed to be bound by certain management
covenants.
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For
valuable consideration, the receipt of which is acknowledged by the parties, the
parties agree as follows:
AGREEMENT
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1. Proceeds and
Management.
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a. Nuclear
Solutions agrees to use the XXXXXXXX investment proceeds according to the
“Use of Proceeds” attached as Schedule
1.0.
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b. Nuclear
Solutions agrees to nominate, appoint and, or vote into office one person
named by XXXXXXXX who will be seated as a member of the board of directors
of Fuel Frontiers, Inc. for a term of twelve (12) months commencing on the
date of closing of the XXXXXXXX
investment.
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2. Muhlenberg
Property.
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a. FFI
desires to purchase certain real property located in Muhlenberg, Kentucky
for the construction of its CTL plant (the “Muhlenberg Property”) for
approximately $150,000, which the parties agree shall be allocated from
the XXXXXXXX investment proceeds as specified in Schedule 1.0 attached
hereto. FFI agrees to take title to the Muhlenberg Property in
such a manner so that the property ownership would automatically revert to
XXXXXXXX in the event of FFI’s petition in bankruptcy, wind-up or
liquidation.
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b. The
parties agree that the purchase of real property for the CTL plant from a
portion of the XXXXXXXX investment proceeds is a material element of the
consideration for the sale of FFI stock by NSOL. In the event
that FFI is no longer pursuing its CTL plant on the Muhlenberg Property
because of FFI’s inability after good faith efforts to obtain all
appropriate approvals and permits required for the CTL plant,
then:
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i. FFI,
on behalf of FFI and XXXXXXXX, shall sell their entire collective interest
in the land, in a manner permitting it to sell an unencumbered fee simple
interest to a third party purchaser at the prevailing market price;
and
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ii. FFI
shall make use of the net funds received from such sale to purchase
another plot of land in Kentucky to build a CTL facility and shall take
title to the second property in such a manner so that the property
ownership would automatically revert to XXXXXXXX in the event of FFI’s
petition in bankruptcy, wind-up or
liquidation.
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3. Release of Xxxxxxxx
Property Interest
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In the
event that (i) FFI secures a fundable offtake agreement or fuel purchase
agreement for fuel provided by FFI’s proposed CTL plant on the Muhlenberg
Property or its replacement property; or (ii) financing for FFI which requires
the grant of a security interest in FFI assets or similar encumbrance; then
XXXXXXXX shall quitclaim his future interest in the land. The parties agree that
no compensation is payable to Xxxxxxxx in the event such quitclaim is requested
by FFI. In such event, FFI shall pay the expense of the preparation of the
documentation necessary for the quitclaim of the property. XXXXXXXX agrees to
execute in a timely manner such documents as may be reasonably requested by the
FFI board of directors or otherwise necessary to effect the terms and conditions
of this Agreement.
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4. General
Provisions
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a.
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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.
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b.
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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.
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c.
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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.
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d.
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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.
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IN WITNESS WHEREOF, this
Agreement has been executed by each of the individual parties hereto on the date
first above written.
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NUCLEAR SOLUTIONS,
INC.
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FUEL FRONTIERS, INC. | |||
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/s/
Xxxxxxx Xxxxx
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/s/
Xxxxx Xxxxxx
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By: Xxxxxxx
Xxxxx
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By: Xxxxx
Xxxxxx
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Title: President
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Title: President
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XXXXXXXX
& ASSOCIATES DEFINED BENEFIT PENSION PLAN
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/s/
Xxxxx X. Xxxxxxxx
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By: Xxxxx
X. Xxxxxxxx
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Title:
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