STOCK PURCHASE AGREEMENT
EXHIBIT
10.1
This STOCK PURCHASE AGREEMENT (this
"Agreement") is made as of the 21st day of
May 2009 by the shareholder of Flex Fuels Energy, Inc. indentified in Schedule A
hereto (the “Seller”) and Flex Fuels Energy, Inc. (IRS Employer Identification
No. 00-0000000), which has an address at c/o the ARM Partnership, Third Floor,
00 Xxxxx Xxxxxx Xxxxxx, Xxxxxx X0X 0XX (the “Buyer”).
THE PARTIES HEREBY AGREE AS
FOLLOWS:
1. Purchase
and Sale of Stock.
Subject to the terms and conditions of
this Agreement, and in reliance upon the representations and warranties
contained herein, on June 5, 2009, or such later date that the parties may
mutually agree upon (the “Closing Date”), Buyer agrees to purchase from the
Seller and the Seller agrees to sell to Buyer Six Million, Six Hundred and Six
Thousand Eight Hundred and Eighty Seven (6,606,887) shares of common stock (the
“Shares”) of Flex Fuels Energy, Inc. registered in the name of Buyer at a
purchase price of US$0.008 per share or an aggregate of Fifty Two
Thousand, Eight Hundred and Fifty Five Dollars and Ten Cents (USD$52,855.10)
(the “Purchase Price”). The Shares presently represent and shall represent at
closing, all of Seller’s stock ownership in Flex Fuels Energy, Inc.
2. Representations and Warranties of
Seller. In order to induce the Buyer to enter into this Agreement and
purchase the Shares, the Seller hereby represents and warrants to the Buyer that
at all times from the date hereof through and including the Closing
Date:
(a) Ownership of
Shares. Seller is and shall be the record and beneficial owner
of the Shares and has and shall have sole power over the disposition of the
Shares and that: (i) the Shares are and shall be free and clear of
any liens, claims, encumbrances, and charges; and (ii) the Shares have not been
and shall not have been sold, conveyed, encumbered, hypothecated or otherwise
transferred by Seller except pursuant to this Agreement.
(b) Authority for
Agreement. Seller has and shall have the requisite power and
authority to enter into and to consummate the transactions contemplated hereby
and otherwise to carry out its obligations hereunder. The execution,
delivery and performance by the Seller of this Agreement have been and shall
have been duly authorized by all requisite action by the Seller, and the
Agreement, when executed and delivered by the Seller, constitutes and shall
constitute a valid and binding obligation of the Seller, enforceable against the
Seller in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity).
(c) Experienced
Investor. Seller is and shall be an experienced investor, has
and shall have knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of the sale, has made and shall
have made all necessary inquiries of the Buyer and has had and shall have had
access to all information respecting Flex Fuels Energy, Inc. that Seller has
requested.
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3. Representations and Warranties of the
Buyer. Buyer hereby warrants and represents to Seller that at
all times from the date hereof through and including the Closing
Date:
(a) Authority. Buyer
has and shall have the requisite power and authority to enter into and to
consummate the transactions contemplated hereby and otherwise to carry out its
obligations hereunder. The execution, delivery and performance by the
Buyer of this Agreement have been and shall have been duly authorized
by all requisite action by the Buyer, and the Agreement, when executed and
delivered by the Buyer, constitutes and shall constitute a valid and binding
obligation of the Buyer, enforceable against the Buyer in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).
(b) Share
Cancellation. The Shares are being acquired by the Company for
cancellation and return to the status of authorized but unissued.
4. Indemnification. Buyer shall
indemnify Seller against all claims, liabilities, and assessments, if any,
against Seller, for additional capital gains tax by Her Majesty’s Revenue &
Customs (“HMRC”) based upon a determination by HMRC that the Shares shall be
deemed, for tax purposes, to have been sold for a purchase price in excess of
$0.008 per Share. In such instance, the indemnification shall not
cover the capital gains tax due with respect to the first $0.008 of the deemed
sales price. Notwithstanding the foregoing, this indemnification
provision shall not apply in the event Seller takes any action, directly or
indirectly, that seeks or causes such a determination by HMRC. In the
event HMRC determines to seek payment by Seller of additional capital gains tax,
Buyer shall have the right to require Seller to challenge any such action, at
Buyer’s direction and cost, and Seller shall cooperate fully with such request
by Buyer. HMRC is a non-ministerial department of the British
government primarily responsible for the collection of taxes in the United
Kingdom.
5. Closing.
(a) At
the closing, Seller shall transfer to Buyer, good and marketable title to the
Shares, free and clear of any and all liens, claims, encumbrances and adverse
interests of any kind, by delivering to Buyer the certificates representing the
Shares in negotiable form, duly endorsed in blank, or with stock transfer powers
(containing a bank’s signature guarantee or other signature guarantee acceptable
to the Company’s transfer agent, if the transfer agent requires such a
guarantee) attached thereto (the “Transaction Documents”).
(b) At
the closing, Buyer shall deliver the Purchase Price to the Seller.
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6. Miscellaneous.
(a) Successors and
Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties.
(b) Governing
Law/Venue. This Agreement shall be governed by and construed
under the laws of Nevada as applied to agreements entered into and to be
performed entirely within Nevada. Any dispute or controversy
concerning or relating to this Agreement shall be exclusively resolved in the
federal or state courts located in Nevada.
(c) Titles and
Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.
(d) Notices. Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given upon personal delivery
to the party to be notified or sent by overnight delivery by a nationally
recognized overnight courier upon proof of sending thereof and addressed to the
party to be notified at the address indicated for such party above or on
Schedule A attached hereto, or at such other address as such party may designate
by written notice to the other parties.
(e) 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 Buyer.
(f) Further
Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
any other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
(g) Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the undersigned have executed, or caused to be executed on
their behalf by an agent thereunto duly authorized, this Agreement as of the
date first above written.
SELLER
/s/ Xxxxxx
Xxxxxx
Xxxxxx
Xxxxxx
BUYER
By: /s/ Xxx
Xxxx
Xxx
Xxxx
Chief
Executive Officer
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Schedule
A
Xxxxxx
Xxxxxx
00 Xxxxx
Xxxxx,
Xxxxxx,
Xxxxxxx,
XX0
0XX
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