STOCK PURCHASE AGREEMENT
Exhibit 2.2
This Stock Purchase Agreement (this
“Agreement”) is entered into on the 29th day
of January, 2010 by and between Lodestar Mining, Incorporated (the “Company”), a
Delaware corporation with an office at 000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx,
Xxxxxx X0X0X0, and Xxx XxXxxxxx (the “Selling Stockholder”), who is an officer,
director and stockholder of the Company (the “Selling Stockholder,” and together
with the Company, the “Parties”).
WHEREAS, the Selling
Stockholder desires to sell and the Company desires to purchase all of the
Selling Stockholder’s 15,150,000 shares of the Company’s common stock, par value
$.000001 per share (the “Shares”);
NOW, THEREFORE, for good and
valuable consideration, the Parties, intending to be legally bound hereby, agree
as follows:
1. Sale and Acquisition of the
Shares. In accordance with the terms and subject to the
conditions of this Agreement, at the Closing (as hereinafter defined), the
Selling Stockholder shall sell, transfer and deliver unto the Company, and the
Company shall purchase from the Selling Stockholder, the Shares. The
Shares shall be sold to the Company free and clear of any liens, title claims,
encumbrances or security interests of any kind. The certificate or
certificates representing the Shares will be delivered to the Company, together
with a duly executed stock power authorizing the transfer of the Shares to the
Company, at the Closing.
2. Purchase Price and Manner of
Payment. The aggregate purchase price (the “Purchase Price”) for
the Shares is $250,000. At the Closing, the Company shall pay to the
Selling Stockholder the Purchase Price by wire transfer or check.
3. Date of
Closing. The closing of the sale contemplated by this
Agreement shall take place on January 29, 2010, or on such other date as may be
agreed to by the Parties (the “Closing”).
4. Representations
of the Parties.
a. Selling Stockholder’s
Representations. The Selling Stockholder represents and
warrants to the Company as of the date hereof and at the Closing
that:
(1) The
Selling Stockholder has the full power and authority to enter into and perform
this Agreement. This Agreement is a valid and binding obligation of
the Selling Stockholder enforceable against the Selling Stockholder in
accordance with its terms.
(2) The
Selling Stockholder has good and marketable title to the Shares, free and clear
of any liens, title claims, encumbrances and security interests of any
kind. No unreleased mortgage, trust deed, chattel mortgage, security
agreement, financing statement or other instrument encumbering the Shares has
been recorded, filed, executed or delivered.
(3) There are
no outstanding assignments, grants, licenses, obligations or agreements, either
written, oral or implied, materially inconsistent with this
Agreement.
b. The
Company’s Representations. The Company represents
and warrants to the Selling Stockholder as of the date hereof and at the Closing
that it has the full power and authority to enter into and perform this
Agreement.
5. Miscellaneous.
a. Assignment. Neither
Party shall have a right to assign this Agreement without the prior written
consent of the other Party. This Agreement shall inure to the benefit of and be
binding upon the Parties, and their successors and permitted assigns. This
Agreement is intended to confer rights, remedies, obligations and liabilities on
the Parties only.
b. Amendment. This
Agreement shall not be modified, amended or supplemented except pursuant to an
instrument in writing executed and delivered on behalf of each of the
Parties.
c. Cooperation. Following
the Closing, the Company and the Selling Stockholder shall each deliver or cause
to be delivered to the other, at such other times and places as shall be
reasonably agreed to, such additional instruments as the other may reasonably
request for the purpose of carrying out this Agreement.
d. Interpretation. The
headings contained in this Agreement are for convenience of reference only and
shall not affect the meaning or interpretation of this Agreement. This Agreement
is the product of negotiations between the Parties. In construing the terms
hereof, no presumption shall operate in either Party’s favor as a result of his
or its role in drafting the terms or provisions hereof.
e. Reformation and
Severability. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, it shall, to the extent possible, be modified
in such a manner as to be valid, legal and enforceable but so as to most nearly
retain the intent of the Parties, and if such modification is not possible, such
provision shall be severed from this Agreement, and in either case the validity,
legality and enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby.
f. Entire
Agreement. This Agreement embodies the entire agreement and
understanding between the Parties with respect to the subject matter hereof and
supersedes all prior agreements, commitments, arrangements, negotiations or
understandings, whether oral or written, between, the Parties. There
are no agreements, covenants or undertakings with respect to the subject matter
of this Agreement other than those expressly set forth or referred to herein and
no representations or warranties of any kind or nature whatsoever, express or
implied, are made or shall be deemed to be made herein by the Parties hereto,
except those expressly made in this Agreement.
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g. Governing law and Forum
Selection. This Agreement shall be governed by the laws of the
State of New Jersey without regard to any choice of law rules. All disputes
hereunder shall be adjudicated in the federal or state courts situated in the
State of New Jersey.
h. Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute but
one and the same instrument.
[Signatures
on the following page.]
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IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement as of the date first above written.
COMPANY:
LODESTAR
MINING, INCORPORATED
By: /s/ Xxxxx
XxXxxxxx
Name:
Xxxxx XxXxxxxx
Title:
Secretary
SELLING
STOCKHOLDER:
/s/ Xxx
XxXxxxxx
Xxx
XxXxxxxx
Signature
Page to Stock Purchase Agreement
