Exhibit 10.2
NEW FRONTIER ENERGY, INC.
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Termination Agreement") is made effective
as of the 12th day of December 2008, by and among New Frontier Energy, Inc., a
Colorado corporation (the "Company"), and Iris Energy Holdings Limited, a Samoa
company (the "Investor").
A. The Company and Investor are parties to an Agreement to Appoint
Directors effective December 1, 2006 (the "Agreement to Appoint
Directors").
B. Effective October 10, 2008, Investor appointed Xxxxxx Xxxxxxxxxxxx,
Xxxxx X. Xxxxx XX and Xxxxxx Xxxxxx to the Board of Directors of the
Company pursuant to the Agreement to Appoint Directors.
C. Pursuant to the Agreement to Appoint Directors, under certain
circumstances, Investor would be entitled to appoint additional
members to the Board of Directors of the Company.
D. The Company and Investor have agreed, subject to the terms and
conditions set forth herein, to terminate the Agreement to Appoint
Directors.
NOW, THEREFORE, in consideration of the mutual terms, covenants and
conditions hereinafter set forth, the parties hereto agree as follows:
1. Acceptance of Resignations and Appointment of New Members to the Board
of Directors. The Company hereby agrees to accept the resignations of Xxxxx
Xxxxx and Xxxxxx Xxxxxx (collectively the "Resigning Members") as members of the
Board of Directors of the Company and to appoint Avi Faliks and Xxxxx X.
Xxxxxxxx (collectively the "New Members") as members of the Board of Directors
of the Company.
2. Termination of Agreement to Appoint Directors. Upon the resignation by
the Resigning Members, the acceptance of such resignations by the Company and
the appointment of the New Members to the Board of Directors of the Company, the
Agreement to Appoint Directors shall hereby be terminated and Investor has no
further right to appoint any members to the Board of Directors.
3. Miscellaneous.
(a) Entire Agreement. This Termination Agreement among the parties
hereto as contemplated by or referred to herein contain every
obligation and understanding between the parties relating to the
subject matter hereof and merges all prior discussions,
negotiations, agreements and understandings, both written and
oral, if any, between them, and none of the parties shall be
bound by any conditions, definitions, understandings, warranties
or representations other than as expressly provided or referred
to herein.
(b) Headings. The subject headings of the sections contained in this
Termination Agreement are included for convenience purposes only
and shall not control or affect the meaning, construction or
interpretation of any provision hereof.
(c) Binding Effect. This Termination Agreement shall be binding upon
and inure to the benefit of the parties hereto and their
respective successors, heirs, personal representatives, legal
representatives, and permitted assigns.
(d) Notices. Any notice or other communication under this Termination
Agreement shall be in writing and delivered personally or sent by
certified mail, return receipt requested, postage prepaid, or
sent by prepaid overnight courier to the parties at the addresses
as follows (or at such other addresses as shall be specified by
the parties by like notice):
If to the Company:
New Frontier Energy, Inc.
0000 X. Xxxxxxxxx Xxxx.
Xxxxxxxxx, XX 00000
With a copy to:
Xxxxxxxxx & Associates, P.C.
0000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
If to the Investor:
Iris Energy Holdings Limited
L/2 Maxkar Bldg. PO Box 1225
Apia, Samoa
(e) Severability. Should any provision of this Termination Agreement
be declared invalid by a court of competent jurisdiction, the
remaining provisions hereof shall remain in full force and effect
regardless of such declaration.
(f) Counterparts. This Termination Agreement may be executed in
several counterparts and shall constitute one agreement, binding
on all parties hereto, notwithstanding that all parties are not
signatory as to other original or the same counterpart. Facsimile
signatures are acceptable.
(g) Governing Law. This Termination Agreement shall be construed
under the laws of the State of Colorado.
(h) Jurisdiction and Venue. This Termination Agreement shall be
subject to the exclusive jurisdiction of the courts in Arapahoe
County, the State of Colorado or in the Federal District, the
District of Colorado. The parties to this Termination Agreement
agree that any breach of any term or condition of this
Termination Agreement shall be deemed to be a breach occurring in
the State of Colorado by virtue of a failure to perform an act
required to be performed in the State of Colorado and irrevocably
and expressly agree to submit to the jurisdiction of the courts
in Arapahoe County, the state of Colorado or in the Federal
District, the District of Colorado for the purpose of resolving
any disputes among the parties relating to this Termination
Agreement or the transactions contemplated hereby. The parties
irrevocably waive, to the fullest extent permitted by law, any
objection which they may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or
relating to this Termination Agreement, or any judgment entered
by any court in Arapahoe County, the state of Colorado or in the
Federal District, the District of Colorado, and further
irrevocably waive any claim that any suit, action or proceeding
brought in Arapahoe County, the state of Colorado or in the
Federal District, the District of Colorado has been brought in an
inconvenient forum.
(i) No Third Party Beneficiary. Nothing expressed or implied in this
Termination Agreement is intended, or shall be construed, to
confer upon or give any person other than the parties hereto and
their respective heirs, personal representatives, legal
representatives, successors and permitted assigns, any rights or
remedies under or by reason of this Termination Agreement, except
as otherwise provided herein.
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IN WITNESS WHEREOF, the parties hereto have each executed and delivered
this Termination Agreement as of the day and year first above written.
NEW FRONTIER ENERTY, INC.
/s/ Xxxx X. Xxxxx
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By: Xxxx X. Xxxxx, President
IRIS ENERGY HOLDINGS LIMITED
/s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X Xxxxxx, for and in behalf of
Private Structured Investment Company Ltd.
as Company Director
