STOCK PURCHASE AGREEMENT
THIS AGREEMENT is entered into
the 12th day of June 2009 between NUCLEAR SOLUTIONS, INC., a Nevada corporation,
(herein, the “SELLING SHAREHOLDER”), and XXXXXXXX & ASSOCIATES DEFINED
BENEFIT PENSION PLAN, (herein, “PURCHASER”). FUEL FRONTIERS, INC., a
Nevada corporation will execute this agreement for the purpose of affirming
representations and warranties made concerning FUEL FRONTIERS, INC. (the
“COMPANY”).
WHEREAS, SELLING SHAREHOLDER
owns Thirty Million (30,000,000) shares of Fuel Frontiers, Inc., a Nevada
corporation, (the “COMPANY”) which represents all of the issued and outstanding
capital stock of Fuel Frontiers, Inc.; and
WHEREAS, SELLING SHAREHOLDER
desires to sell and PURCHASER desires to purchase Three Million (3,000,000)
common shares of Fuel Frontiers, Inc. which represents Ten (10.0%) of the
capital stock of Fuel Frontiers, Inc.
NOW, THEREFORE, based upon the
mutual promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which hereby is acknowledged, and intending to be
legally bound hereby, the parties agree as follows:
1.
Agreement
1.1
Purchase Price of
Shares Purchased from the SELLING SHAREHOLDER.
With the
execution hereof, PURCHASER acquires from the SELLING SHAREHOLDER and the
SELLING SHAREHOLDER sells to the PURCHASER Three Million (3,000,000) common
shares of Fuel Frontiers, Inc. (the “Shares”) for Three Hundred Fifty Thousand
Dollars (US$350,000) (the “Purchase Price”).
2.
Representations,
Warranties Covenants, Obligations and General Provisions:
2.1
SELLING SHAREHOLDER represents and warrants to PURCHASER as of the date hereof
and as of the Closing Date:
(a) Incorporation, Authority and
Qualification of the SELLING SHAREHOLDER and the COMPANY. Nuclear
Solutions, Inc., and Fuel Frontiers, Inc., are corporations duly incorporated,
validly existing and in good standing under the laws of the State of
Nevada. The COMPANY was organized on September 2, 2005 as Future
Fuels, Inc. and changed its corporate name to Fuel Frontiers, Inc. on March 21,
2006. The COMPANY has all necessary corporate power and authority to
carry on the business now being conducted by it. The COMPANY is
authorized to issue 100,000,000 common shares, par value $0.0001 per share and
10,000,000 preferred shares, par value $0.001 per share. As of the date of this
Agreement the COMPANY has 30,000,000 common shares issued and
outstanding. No preferred shares are issued or
outstanding. Except as described above, no other classes of stock are
authorized or issued.
(b) Authority of SELLING
SHAREHOLDER to Sell Shares. The SELLING SHAREHOLDER’S shares are free and
clear of all liens, charges, demands, community property interests, adverse
claims or other restrictions on the exercise of any of the attributes of
ownership with the exception of restrictions imposed by applicable federal and
state corporate and securities laws. There are no contracts,
arrangements, commitments or restrictions relating to the sale, transfer or
purchase of the Shares, except as outlined in this Agreement.
(c) Enforceability of Agreement
Against the SELLING SHAREHOLDER. The SELLING SHAREHOLDER has
all necessary power and authority to enter into this Agreement and the Related
Documents to which it is a party, to carry out its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby and
thereby. This Agreement has been, and each Related Document to which
the SELLING SHAREHOLDER is a party will be, duly executed and delivered by the
SELLING SHAREHOLDER. This Agreement constitutes, and each Related Document to
which the SELLING SHAREHOLDER is a party will constitute, the legal, valid and
binding obligations of the SELLING SHAREHOLDER, enforceable against it in
accordance with the respective terms, except as the same may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium and similar laws affecting the
rights and remedies of creditors generally and the application of general
principles of equity.
(d) Shares. The
shares, when transferred by the SELLING SHAREHOLDER, will be free and clear of
all liens, charges, demands or adverse claims or other restrictions on the
exercise of any of the attributes of ownership, with the exception of
restrictions imposed by applicable federal and state corporate and securities
laws.
(e) SEC Reports. The
SELLING SHAREHOLDER has furnished to PURCHASER, or the PURCHASER has represented
that it has reviewed, copies of its most recent reports which it has filed with
the Securities and Exchange Commission on Form 10-K for the year ending December
31, 2008, including the interim report on Form 10-Q for the quarter ending March
31, 2009, (the “SEC Reports”).
(f) Litigation. To
the knowledge of the SELLING SHAREHOLDER, there is no claim, action,
investigation, arbitration or proceeding pending or, threatened against the
COMPANY of any kind whatsoever, or against or relating to any of the assets or
the ability of the COMPANY to perform its obligations hereunder, before any
arbitrator, judge, court or governmental authority, nor is the COMPANY is not
subject to any order, writ judgment, injunction, decree, determination or award
of any arbitrator, judge, court or governmental authority.
2.2 PURCHASER
represents and warrants to SELLING SHAREHOLDER as of the date hereof and as of
the Closing Date:
(a) INVESTMENT. The
PURCHASER is acquiring the Shares for investment for its own account, not as a
nominee or agent, and not with a view to, or for resale in connection with, any
distribution thereof. The PURCHASER understands that the Shares have
not been registered under the Securities Act by reason of a specific exemption
from the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy of
the PURCHASER's representations and warranties contained herein.
(b) DISCLOSURE
OF INFORMATION. The PURCHASER has had full access to all information
it considers necessary or appropriate to make an informed investment decision
with respect to the Shares to be purchased by the PURCHASER under this
Agreement. The PURCHASER further has had an opportunity to ask
questions and receive answers from the COMPANY regarding the terms and
conditions of the offering of the Shares and to obtain additional information
necessary to verify any information furnished to the PURCHASER or to which the
PURCHASER had access.
(c) INVESTMENT
EXPERIENCE. The PURCHASER understands that the purchase of the Shares
involves substantial risk. The PURCHASER has experience as an
investor in securities of companies and acknowledges that it is able to fend for
himself, can bear the economic risk of its investment in the Shares and has such
knowledge and experience in financial or business matters that he is capable of
evaluating the merits and risks of this investment in the Shares and protecting
his own interests in connection with this investment.
(d) ACCREDITED
INVESTOR STATUS. The PURCHASER is an "accredited investor" within the
meaning of Regulation D promulgated under the Securities Act since (i) he has a
net worth in excess of One Million Dollars ($1,000,000); or (ii) his individual
income (without his spouse) was in excess of $200,000 in each of the two most
recent years, or his joint income with his spouse was in excess of $300,000 in
each of those years, and the PURCHASER reasonably expects an income reaching the
same income level in the current year.
(e) RESTRICTED
SECURITIES. The PURCHASER understands that the Shares to be purchased
hereunder are characterized as "restricted securities" under the Securities Act
inasmuch as they are being acquired from the COMPANY in a transaction not
involving a public offering and that under the Securities Act and applicable
regulations thereunder such securities may be resold without registration under
the Securities Act only in certain limited circumstances. The
PURCHASER is familiar with Rule 144 of the SEC, as presently in effect, and
understands the resale limitations imposed thereby and by the Securities
Act. The PURCHASER understands that the COMPANY is under no
obligation to register any of the Shares sold hereunder except as provided in
the Registration Rights Agreement.
3. CLOSING
DATE; DELIVERY
3.1 The
Closing of the purchase and sale of the Shares hereunder (the "Closing") shall
be held at the offices of the SELLING SHAREHOLDER at approximately 5:00 p.m.
(Eastern time), June 12, 2009, or at such other time and place as the COMPANY
and the PURCHASER mutually agree (the date of the Closing being hereinafter
referred to as the "Closing Date").
3.2 Closing.
(a) The
parties shall execute this Stock Purchase Agreement and the additional
transaction documents including the Management Agreement attached hereto as
Exhibit A, and two Option Agreements in favor of the PURCHASER and the SELLING
SHAREHOLDER, attached hereto as Exhibit B and Exhibit C, respectively. Executed
counterpart signature pages shall be exchanged by the PURCHASER and the SELLING
SHAREHOLDER via facsimile
(b)
PURCHASER will then pay the Purchase Price of Three Hundred Fifty Thousand
($350,000) U.S. Dollars for the shares via bank wire transfer of immediately
available funds to an account designated by the SELLING
SHAREHOLDER.
(c) Upon
receipt of the executed transaction documents and the Purchase Price, the
SELLING SHAREHOLDER shall immediately instruct the COMPANY’s transfer agent to
issue and deliver to the PURCHASER a certificate or certificates representing
the Shares of Fuel Frontiers, Inc. in accordance with this
Agreement.
(d) The
certificate or certificates representing the Shares shall bear a legend
restricting transfer under the Securities Act of 1933, as amended (the
"Securities Act"), and referring to restrictions on transfer herein, such legend
to be substantially as follows:
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THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR
SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
THEREFROM.
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and/or
such other legend or legends as the COMPANY and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
will be placed with the COMPANY's transfer agent.
4. Registration
Rights. Fuel Frontiers, Inc. grants PURCHASER demand and
piggyback registration rights for shares purchased on the June 12, 2009 Stock
Purchase Agreement and Stock Option Agreement with Nuclear Solutions,
Inc. If PURCHASER exercises his demand registration rights, he will
be responsible for all registration costs. If PURCHASER exercises
piggyback registration rights, FFI will pay all costs associated with the
registration process. XXXXXXXX acknowledges that the amount of shares that may
be registered for any selling shareholder may be limited by SEC rules and
practice and that all of his Shares may not be able to be registered in one
registration with the SEC.
5. Repurchase
Rights. PURCHASER shall grant the SELLING SHAREHOLDER
and the COMPANY the first right of refusal to match and exceed any third party
bona fide offer to purchase PURCHASER’S shares until June 12, 2014. PURCHASER
must give COMPANY and SELLING SHAREHOLDER at least 30 days prior written notice
of any potential transaction with a third party, accompanied with a copy of the
offer to purchase received by the PURCHASER. The SELLING SHAREHOLDER’S rights
herein shall extend to any shares purchased by the HOLDER by way of exercise of
the June 12, 2009 option in favor of XXXXXXXX & ASSOCIATES DEFINED BENEFIT
PENSION PLAN.
6. General
Provisions.
6.1 Headings and
Interpretation. The headings used in this Agreement are for
reference purposes only and will not affect the meaning or interpretation of any
term or provision of this Agreement.
6.2 Severability. If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement will nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to any party.
6.3 Entire
Agreement. This Agreement and the Related Documents represent
the entire understanding of the parties with reference to the matters set forth
herein and therein. This Agreement and the transaction documents
attached hereto supersede all prior negotiations, discussions, correspondence,
communications and prior agreements among the parties relating to the subject
matter herein.
6.4 Amendment. This
Agreement may not be amended or modified except by an instrument in writing
signed by the parties hereto.
6.5 Applicable Law; Jurisdiction
and Venue. This Agreement, and all transactions contemplated
hereby, shall be governed by, construed and enforced in accordance with the laws
of the District of Columbia The parties hereto waive trial by jury
and agree to submit to the personal jurisdiction and venue of a court of subject
matter jurisdiction located in the District of Columbia. In the event
that litigation results from or arises out of this Agreement or the performance
thereof, the parties agree to reimburse the prevailing party’s reasonable
attorney’s fees, court costs, and all other expenses, whether or not taxable by
the court as costs, in addition to any other relief to which the prevailing
party may be entitled.
6.6 Counterparts and Facsimile
Transmission Copies of Originals. This Agreement may be
executed in several original or facsimile copy counterparts and all
so executed and transmitted will constitute one Agreement, binding on all the
parties hereto even though all the parties are not signatories to the original
or the same counterpart. Facsimile transmitted signatures will be
deemed valid as though they were originals and the parties may perform any and
all obligations and duties in reliance on the facsimile copies.
6.7 Further Assurances,
Additional Documents, Etc. The COMPANY and the SELLING SHAREHOLDER will
do any further acts and sign and deliver to PURCHASER or its designated
agents, any additional assurances and instruments that the PURCHASER
may require to more completely assure to the PURCHASER rights under
this Agreement.
6.8 Termination. Unless
extended by written consent of all parties, this Agreement shall terminate and
have no further force or effect if the closing hereunder shall not have occurred
on or before June 12, 2009.
IN WITNESS WHEREOF, the
parties hereto have executed, or caused their duly authorized representatives to
execute, this Stock Purchase Agreement as of the date first written
above.
NUCLEAR
SOLUTIONS, INC.
| By: |
/s/
Xxxxxxx Xxxxx
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Xxxxxxx
Xxxxx, CEO
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| FUEL FRONTIERS, INC. | |||||
| By: | /s/ Xxxxx Xxxxxx | ||||
| Xxxxx Xxxxxx, President | |||||
| XXXXXXXX & ASSOCIATES DEFINED BENEFIT PENSION PLAN | |||||
| By: | Xxxxx X. Xxxxxxxx, | ||||
| Xxxxx X. Xxxxxxxx | |||||
| Title | |||||
