STOCK PURCHASE AGREEMENT
This
Stock Purchase Agreement (the “Agreement”) is entered into as
of March 22, 2010, by and among Garb Oil & Power Corporation, a Utah
corporation (the “Company”) and the undersigned
parties as Purchasers (each, a “Purchaser”). In
consideration of the mutual promises contained herein the Company and each
Purchaser hereby agree as follows:
1. Stock Purchase. Each
Purchaser hereby purchases from the Company and the Company hereby sells to such
Purchaser one (1) share (the “Shares”) of the Company’s
class A preferred stock, $0.001 par value (“Class A Preferred”) in satisfaction
and accord of certain amounts owed to such Purchaser equal to €50,000 per share
(the “Purchase
Price”). The Purchase Price constitutes full and adequate
consideration for the Shares, and such Shares, when issued in accordance with
the terms herein, will be fully-paid and nonassessable outstanding shares of
Class A Preferred.
2. General. Each
Purchaser hereby makes the representations on Exhibit
A. Each Purchaser agrees to the restrictions on transfer on
Exhibit
B. This Agreement shall be governed by the laws of the State
of Utah without regard to principles of conflicts of laws. The
representations, warranties, covenants and agreements made in this Agreement
shall survive the closing of the transactions contemplated hereby. No
party may assign this Agreement except with the prior written consent of the
other parties. Except as otherwise provided in this Agreement, the
provisions of this Agreement shall inure to the benefit of, and be binding upon,
the successors and permitted assigns of the parties. This Agreement
constitutes the entire understanding and agreement among the parties with regard
to the subject matter hereof, and supersedes all prior and contemporaneous
agreements and understandings with respect thereto. No provision of
this Agreement may be amended or waived except by a written instrument signed by
all parties. No unenforceable or invalid provision of this Agreement
shall affect the enforceability or validity of the remaining provisions
hereof. This Agreement may be executed in any number of counterparts,
each of which shall be enforceable against the parties executing such
counterparts, and all of which together shall constitute one
instrument. Facsimile copies of signed signature pages of this
Agreement shall be binding originals.
IN WITNESS WHEREOF, this Stock
Purchase Agreement is executed effective as of the date first set forth
above.
PURCHASERS:
COMPANY:
GARB OIL & POWER
COROPRATION
a Utah corporation
/s/ Xxxx
Xxxxx
By: /s/ Xxxx
Xxxxx
Xxxx
Xxxxx
Name: Xxxx
Xxxxx
/s/ Xxxx
Xxxxxxx
Title: Chief Executive
Officer
Xxxx
Xxxxxxx
Exhibit
A
INVESTMENT
REPRESENTATION STATEMENT
1. Accredited
Investor. The Purchaser is an “accredited investor” within the
meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the “Securities Act”).
2. Purchasing for Own
Investment. The Purchaser is purchasing the Shares solely for
investment purposes, and not for further distribution. The
Purchaser’s entire legal and beneficial ownership interest in the Shares is
being purchased and shall be held solely for the Purchaser’s account, except to
the extent the Purchaser intends to hold the Shares jointly with the Purchaser’s
spouse. The Purchaser is not a party to, and does not presently
intend to enter into, any contract or other arrangement with any other person or
entity involving the resale, transfer, grant of participation with respect to or
other distribution of any of the Shares. The Purchaser’s investment
intent is not limited to its present intention to hold the Shares for the
minimum capital gains period specified under any applicable tax law, for a
deferred sale, for a specified increase or decrease in the market price of the
shares, or for any other fixed period in the future.
3. Ability to Protect Own
Interests. The Purchaser can properly evaluate the merits and
risks of an investment in the Shares and can protect its own interests in this
regard, whether by reason of the Purchaser’s own business and financial
expertise, the business and financial expertise of certain professional advisors
unaffiliated with the Company with whom the Purchaser has consulted, or the
Purchaser’s preexisting business or personal relationship with the Company or
any of its officers, directors or controlling persons.
4. Informed About the
Company. The Purchaser is sufficiently aware of the Company’s
business affairs and financial condition to reach an informed and knowledgeable
decision to acquire the Shares. The Purchaser has had opportunity to
discuss the plans, operations and financial condition of the Company with its
officers, directors or controlling persons, and have received all information it
deems appropriate for assessing the risk of an investment in the
Shares.
5. Economic
Risk. The Purchaser realizes that the purchase of the Shares
involves a high degree of risk, and that the Company’s future prospects are
uncertain. The Purchaser is able to hold the Shares indefinitely if
required, and is able to bear the loss of its entire investment in the
Shares.
6. Restricted
Securities. The Purchaser understands that the Shares are
“restricted securities” in that the sale of the Shares has not been registered
under the Securities Act in reliance upon an exemption for non-public
offerings. In this regard, the Purchaser also understands and agrees
that: (i) the Purchaser must hold the Shares indefinitely, unless any subsequent
proposed resale is registered under the Securities Act, or unless an exemption
from registration is otherwise available (such as Rule 144); (ii) the
Company is under no obligation to register any subsequent proposed resale of the
Shares; and
(iii) the certificate evidencing the Shares will be imprinted with a legend
which prohibits the transfer of the Shares unless such transfer is registered or
such registration is not required in the opinion of counsel for the
Company.
7. Rule
144. The Purchaser is familiar with Rule 144 adopted
under the Securities Act, which in some circumstances permits limited public
resales of “restricted securities” like the Shares acquired from an issuer in a
non-public offering. The Purchaser understands that its ability to
sell the Shares under Rule 144 in the future is uncertain, and will depend upon,
among other things: (i) the availability of certain current public
information about the Company; (ii) the resale occurring more than one year
after the Purchaser’s purchase and full payment (within the meaning of Rule 144)
for the Shares; and (iii) if the
Purchaser is an affiliate of the Company, or a non-affiliate who has held the
Shares less than two years after the Purchaser’s purchase and full payment:
(A) the sale being made through a broker in an unsolicited “broker’s
transaction” or in transactions directly with a market maker, as said term is
defined under the Securities Exchange Act of 1934, as amended, (B) the amount of
Shares being sold during any three month period not exceeding the specified
limitations stated in Rule 144, and (C) timely filing
of a notice of proposed sale on Form 144, if applicable.
8. Availability of Rule
144. The Purchaser understands that the requirements of
Rule 144 may never be met, and that the Shares may never be
saleable. The Purchaser further understands that at the time the
Purchaser wishes to sell the Shares, there may be no public market for the
Company’s stock upon which to make such a sale, or the current public
information requirements of Rule 144 may not be satisfied, either of which
would preclude the Purchaser from selling the Shares under Rule 144 even if
the one-year minimum holding period had been satisfied.
9. Restrictions on
Resale. The Purchaser understands that in the event Rule 144
is not available it, any future proposed sale of any of the Shares by the
Purchaser will not be possible without prior registration under the Securities
Act, compliance with some other registration exemption (which may or may not be
available), or each of the
following: (i) written notice to the Company containing detailed information
regarding the proposed sale, (ii) an opinion of counsel to the effect that
such sale will not require registration, and (iii) the Company notifying the
Purchaser in writing that its counsel concurs in such opinion. The
Purchaser understands that neither the Company nor its counsel is obligated to
provide the Purchaser with any such opinion. The Purchaser
understands that although Rule 144 is not exclusive, the Staff of the SEC
has stated that persons proposing to sell private placement securities other
than in a registered offering or pursuant to Rule 144 will have a
substantial burden of proof in establishing that an exemption from registration
is available for such offers or sales, and that such persons and their
respective brokers who participate in such transactions do so at their own
risk.
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Exhibit
B
RESTRICTIONS
ON TRANSFER
1. Legends. Purchaser
understands and agrees that the Company shall cause the legends set forth below,
or substantially equivalent legends, to be placed upon any certificate(s)
evidencing ownership of the Shares, together with any other legends that may be
required by the Company or by applicable state or federal securities
laws:
THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”) OR ANY UNDER THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT
TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT
SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THE
SHARES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET
FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER
OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF
THESE SHARES.
2. Transfer Procedure;
Stop-Transfer Notices; Refusal to Transfer. Prior to
transferring any Shares, Purchaser shall deliver to the Company a written notice
stating: (i) Purchaser’s bona fide intention to make a permitted transfer of its
Shares; (ii) the name, address and phone number of each proposed transferee;
(iii) the aggregate number of Shares to be transferred to each proposed
transferee; and (iv) the exemptions under applicable state and federal
securities laws upon which Purchaser is relying in making the proposed
transfer. Purchaser shall also deliver to the Company a written
agreement executed by the transferee or other recipient of Shares pursuant to
which such transferee agrees to be bound by the transfer restrictions set forth
herein as was Purchaser. Purchaser agrees that to ensure compliance
with the restrictions referred to herein, the Company may issue appropriate
“stop transfer” instructions to its transfer agent, if any, and that, if the
Company transfers its own securities, it may make appropriate notations
to the same effect in its own records. The Company shall not be
required (a) to transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of this agreement or
(b) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have
been so transferred.
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