EXHIBIT A
STOCK AND WARRANT PURCHASE AGREEMENT
This Agreement is dated as of January 31, 2000 and is by and between
EcoLogic, LLC, a California limited liability company ("ECOLOGIC"), and KleenAir
Systems, Inc., a Nevada corporation ("KLEENAIR").
1. RECITALS. Concurrently with the execution of this Agreement, KleenAir
and Extengine Transport Systems, LLC, a Delaware limited liability company
("ETS"), are entering into an Agreement Regarding Engine Testing (the "ENGINE
TESTING AGREEMENT") regarding testing of certain engines which ETS has arranged
to be sent from the Peoples' Republic of China to the United States in order to
obtain funds which will allow KleenAir to develop an engine specific NOxMaster
device and to test such device to confirm its pollution reduction efficacy in a
manner which will allow ETS to obtain governmental certification. Consequently,
KleenAir has agreed to sell 500,000 shares of its stock and to issue warrants
for an additional 1,000,000 shares of common stock (the "WARRANTS") to EcoLogic,
on the price and terms set forth below.
2. PURCHASE AND SALE OF COMMON STOCK. KleenAir agrees to sell to
EcoLogic, and EcoLogic agrees to purchase from KleenAir, Five Hundred Thousand
(500,000) shares of common stock of KleenAir (the "SHARES"). The cash purchase
price shall be $.50 per share, for an aggregate purchase price of $250,000 (the
"PURCHASE PRICE"). The Purchase Price for the Shares shall be paid as follows:
2.1 At the Closing (as defined in SECTION 4 below), EcoLogic shall
pay or cause to be paid to KleenAir the sum of $125,000 by the delivery of a
cashier's check payable to KleenAir. 2.2 On each of the following dates,
EcoLogic shall transfer by wire transfer of funds into the Account (as defined
in the Engine Testing Agreement) the sum of $25,000:
March 20, 2000
April 20, 2000
May 19, 2000
June 20, 2000
July 20, 2000
3. WARRANTS. In consideration of the payment of the Purchase Price and
the execution of the Engine Testing Agreement by ETS, KleenAir shall authorize,
execute and deliver to EcoLogic a Warrant in the form of EXHIBIT A attached
hereto and made a part hereof and a Warrant in the form of EXHIBIT B attached
hereto and made a part hereof.
4. CLOSING. The closing of the transaction ("CLOSING") shall take place
by February 28, 2000. The Closing shall take place at the offices of EcoLogic at
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the Closing, KleenAir shall deliver stock certificates for the Shares, and
EcoLogic shall deliver to KleenAir a check in the amount of the payment due at
Closing as described in SECTION 2. In addition, KleenAir and EcoLogic shall
execute and deliver such further instruments as are reasonably necessary to
effectuate the transfer of the Shares.
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5. REPRESENTATIONS AND WARRANTIES OF KLEENAIR. KleenAir represents and
warrants to EcoLogic as follows:
5.1 KleenAir is the owner of the Shares, free and clear of all liens,
assessments and encumbrances, and EcoLogic has not previously assigned or
hypothecated any rights in and to such Shares.
5.2 KleenAir has full authority to execute and deliver the stock
certificates conveying the Shares and the Warrants to EcoLogic and any other
instruments or documents reasonably necessary for the consummation of the
transaction contemplated by this Agreement.
5.3 KLEENAIR ORGANIZATION. Kleen Air has been duly organized in the
State of Nevada and is in good standing in the States of California and Nevada
and in every jurisdiction in which KleenAir does business.
5.4 PATENTS AND TECHNOLOGY. KleenAir is the exclusive owner of all
international marketing, manufacturing, distribution and sales rights for the
NOxMaster and is the holder of valid U.S. and foreign patents for the technology
behind the NOxMaster, including without limitation the patents attached hereto
as EXHIBIT A.
5.5 CONSENTS. No consents, permits or permissions are required from
any third party or governmental agency for the execution and/or performance of
this Agreement by KleenAir.
6. COVENANTS OF KLEENAIR. KleenAir shall deposit the amounts paid by
EcoLogic hereunder into the Account (as defined in the Engine Testing Agreement)
and shall cause such sums to be held and disbursed in accordance with the terms
of the Engine Testing Agreement.
7. MISCELLANEOUS PROVISIONS.
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7.1 NOTICES. All notices, requests, demands or other communications
required or desired to be given hereunder, to be legally binding, shall be in
writing and may be served personally (including service by any commercial
messenger or courier service), by reputable overnight carrier, or by registered
or certified United States mail, return receipt requested, with all postage and
fees fully prepaid, addressed to the respective address set forth below, or to
such other address as the party to whom the notice is addressed has theretofore
specified in a notice served upon the other party in accordance with the
requirements hereof. All notices shall be effective upon actual delivery to the
addressee, as evidenced by the return receipt if service is by mail, except in
the case of a party that has relocated and has not served upon the other party a
notice of a new address for service of notices as specified above, or in the
case if a party to whom the notice is addressed that refuses to accept delivery
of the notice, in either of which cases the notice shall be deemed effective
upon the first date of attempted delivery, as indicated by the return receipt if
the attempted service was by mail, at the last address of which the party
attempting to make the service had notice.
The initial addresses of the parties for notices shall be:
EcoLogic, LLC
c/o Citadel Capital Management Corporation
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Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
With a copy to:
Citadel Capital Management Corporation
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Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
KleenAir Systems, Inc.
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Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
7.2 APPLICABLE LAW AND VENUE. This Agreement is made in, and shall be
governed, enforced and construed under the laws of, the State of California.
Venue for any action brought regarding this Agreement or the transaction
contemplated herein shall be in Los Angeles County, California.
7.3 BINDING UPON SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, estates, personal representatives, successors, and assigns. No assignment
shall relieve the assignor of any liability accruing under this Agreement either
before or after the assignment.
7.4 ENTIRE AGREEMENT; INTEGRATION. Together with any other agreements
executed concurrently and in connection herewith, this Agreement constitutes the
entire understanding and agreement of the parties with respect to the subject
matter hereof, and shall
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supersede and replace all prior understandings and agreements, whether verbal or
in writing. The parties confirm and acknowledge that there are no other
promises, covenants, understandings, agreements, representations, or warranties
with respect to the subject matter of this Agreement except as expressly set
forth herein, or in any instrument executed by the parties of even date
herewith.
7.5 AMENDMENTS ONLY IN WRITING. This Agreement may not be modified,
terminated, or amended in any respect, except pursuant to an instrument in
writing duly executed by all of the parties hereto.
7.6 ATTORNEYS' FEES. In the event that any party hereto shall bring
any legal action or other proceeding with respect to the breach, interpretation,
or enforcement of this Agreement, or with respect to any dispute relating to any
transaction covered by this Agreement, or in connection with any bankruptcy
proceeding relating to a party, the losing party or parties (or the debtor party
involved in the bankruptcy) in such action or proceeding shall reimburse the
prevailing party or parties therein for all reasonable costs of litigation,
including the reasonable noncontingent fees of attorneys, paralegals and other
professionals, in such amount as may be determined by the court or other
tribunal having jurisdiction, including matters on appeal.
7.7 INTERPRETATION. The language of this Agreement shall not be
construed against any party, since all parties have participated in the
negotiation and drafting of this Agreement. The term "including" shall mean
"including but not limited to." All captions and headings herein are for
convenience and ease of reference only, and shall not be used or referred to in
any way in connection with the interpretation or enforcement of this Agreement.
As used herein, the masculine, feminine or neuter gender, and the singular and
plural numbers, shall each be deemed to include the others, whenever and
wherever the context so indicates.
7.8 TIME OF ESSENCE. Time is of the essence of this Agreement.
7.9 FURTHER ASSURANCES. The parties agree to execute any further
documents, and take any further actions, as may be reasonable and appropriate in
order to carry out the purpose and intent of this Agreement.
7.10 NO THIRD PARTY BENEFIT. Except as may otherwise be expressly
provided herein, this Agreement is made and entered into for the sole benefit
and protection of the parties hereto, and the parties do not intend to create
any rights or benefits under this Agreement for any person who is not a party to
this Agreement, except for any permitted assignees.
7.11 COUNTERPARTS. This Agreement may be executed in one or more
counterpart copies, and each of which so executed, irrespective of the date of
execution and delivery, shall be deemed to be an original, and all such
counterparts together shall constitute one and the same instrument.
7.12 SEVERABILITY. In the event that any provision of this Agreement
shall be adjudicated to be void, illegal, invalid, or unenforceable, the
remaining terms and provisions of this Agreement shall not be affected thereby,
and each of such remaining terms and provisions of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.
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7.13 WAIVER. No delay or omission by any party hereto in exercising
any right or power hereunder shall impair any such right or power or be
construed to be a waiver thereof, unless this Agreement specifies a time limit
for the exercise of such right or power or unless such waiver is set forth in a
written instrument duly executed by the party granting such waiver. A waiver by
any party hereto of any of the covenants, conditions, or agreements hereof to be
performed by any other party shall not be construed as a waiver of any
succeeding breach of the same or any other covenants, agreements, restrictions
or conditions hereof.
7.14 NO OFFER. Submission of an unsigned version of this instrument by
a party does not constitute an offer. No binding arrangement will occur until
all parties have executed and delivered this Agreement.
KleenAir Systems, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, President
EcoLogic, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Manager
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