Exhibit 10.12
STOCK SUBSCRIPTION AGREEMENT
THIS AGREEMENT is made and entered into this day of 2008
by and between Sustainable Power Corporation, traded OTC Pink Sheets: SSTP, a
Nevada corporation, whose principal place of business is 0000 Xxx 000 Xxxxx
Xxxxxxx, XX 00000 (hereinafter referred to as "Seller" or the "Corporation" and
Borneo Energy Sendirian Berhad, a Malaysian corporation, whose principal place
of business is 00xx Xxxxx, Xxxxxx Xxx Xxxx, 00000 Xxxxx Xxxxxx, Xxxxxxxx
WHEREAS, the Seller is the Issuer of the capital stock of the Corporation.
WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to
sell said stock, upon the terms and subject to the conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and the
sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE
Subject to the terms and conditions hereinafter set forth, at the closing of the
transaction contemplated hereby, the Seller shall sell, convey, transfer, and
deliver to the Purchaser certificates representing 50,000,000 (fifty million
shares) of Restricted Stock of the Seller, and the Purchaser shall purchase from
the Seller the Corporation's Restricted Stock in consideration of the purchase
price set forth in this Agreement. The certificates representing the
Corporation's Stock shall be duly endorsed for transfer or accompanied by
appropriate stock transfer powers with signatures guaranteed in the customary
fashion, and shall have all the necessary documentary transfer tax stamps
affixed thereto at the expense of the Seller.
2. AMOUNT AND PAYMENT OF PURCHASE PRICE
The total consideration in the amount of two million U.S. Dollars ($2,000,000)
and the method of payment thereof shall be as follows:
(a) One Hundred Thousand Dollars (U.S.) ($100,000) payable by wire
transfer immediately upon signing this agreement.
(b) One Million Nine Hundred Thousand Dollars ($ 1,900,000.00)
payable by wire transfer on or before the 16th day of March 2008.
Name of Bank: Regions Bank - Natchez Branch - 00 Xxxxxxxx Xxxxxxxx Xxxxx,
Xxxxxxx, Xx 00000-0000 tel: 000-000-0000
ABA Number: 000000000
Name of Account: Sustainable Power Corp
Account Number: [Confidential]
3. REPRESENTATIONS AND WARRANTIES OF SELLER
a. Organization and Standing.
Corporation is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada and has the corporate power and
authority to carry on its business as it is now being conducted.
b. Restrictions on Stock.
The Seller is not a party to any agreement, written or oral, creating
rights in respect to the Corporation's Stock in any third person or relating to
the voting of the Corporation's Stock. The Seller is the lawful Issuer of the
Stock, free and clear of all security interests, liens, encumbrances (other than
those created by Section 144 of the Securities Act of 1933), equities and other
charges.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER
Seller and Purchaser hereby represent and warrant that there has been no
act of omission by Seller, Purchaser or the Corporation which would give rise to
any valid claim against any of the parties hereto for a brokerage commission,
finder's fee, or other like payment in connection with the transactions
contemplated hereby.
5. Additional Provisions.
Announcements.
a. Each of the parties hereto shall be responsible to make appropriate public
announcements regarding this agreement as required by the securities laws of the
Country of Malaysia and the United States of America and the regulations of the
various regulating authorities and securities exchanges in the respective
countries. Prior to any announcements by either party regarding the matter
herein agreed each party shall deliver a copy of said announcement to the other
party for review and approval.
b. Subject to the fulfillment of the terms of this agreement by both parties and
of the rules, regulations and laws of the Country of Malaysia and the United
States of America and the regulations of the various regulating authorities and
securities exchanges in the respective countries Borneo Energy Sendirian Berhad
shall be entitled to appoint one Director to the Board of Directors of
Sustainable Power Corporation.
6. GENERAL PROVISIONS
a. Entire Agreement.
This Agreement (including any exhibits hereto and any written amendments
hereof executed by the parties) constitutes the entire Agreement and supersedes
all prior agreements and understandings, oral and written, between the parties
hereto with respect to the subject matter hereof.
b. Sections and Other Headings.
The sections and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
c. Governing Law
This agreement and all transactions contemplated hereby shall be governed
by, construed and enforced in accordance with the laws of the State of Texas.
The parties agree that 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.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual
parties hereto on the date first above written.
Signed, sealed and delivered:
Sustainable Power Corp.
\s\ Xxxx Xxxxxx
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Xxxx Xxxxxx, CEO
Borneo Energy Sendirian Berhand
\s\ Abd Xxxxx Xxxxxxx
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Abd Xxxxx Xxxxxxx
Director
