LOCK-UP AGREEMENTLock-Up Agreement • April 29th, 2014 • ForceField Energy Inc. • Plastic materials, synth resins & nonvulcan elastomers
Reference is made to that certain Stock Purchase Agreement (the “Purchase Agreement”), dated as of even date herewith, by and among by and among ForceField Energy Inc., a Nevada corporation (“Buyer”), the Company, the Sellers and the Seller Representative. All capitalized terms not otherwise defined herein shall have the meanings therefor as set forth in the Purchase Agreement. To facilitate the consummation of the transactions contemplated by the Purchase Agreement, each of the undersigned Sellers agrees not to, either directly or indirectly, for a period of (i) 12 months after the Closing Date with respect to the Share Consideration received thereby, and (ii) 6 months after issuance of any shares of Common Stock received as a portion of any of the Earnout Payments made pursuant to the Purchase Agreement (collectively, the “Shares”):
EXHIBIT C SECURITY AGREEMENTSecurity Agreement • April 29th, 2014 • ForceField Energy Inc. • Plastic materials, synth resins & nonvulcan elastomers • Nevada
This Agreement is issuable pursuant to the terms of that certain Stock Purchase Agreement, dated as of an even date herewith (the “Purchase Agreement”), by and among ForceField, the Company the Sellers and the Seller Representative. Capitalized terms used but not defined herein have the meanings assigned to them in the Purchase Agreement.
STOCK PURCHASE AGREEMENT by and among FORCEFIELD ENERGY INC., as BUYER, the Stockholders listed herein, as the SELLERS, Jeffrey J. Brown, as the Seller Representative and 17th STREET ALD MANAGEMENT CORPORATION, as the Company Dated as of April 25, 2014Stock Purchase Agreement • April 29th, 2014 • ForceField Energy Inc. • Plastic materials, synth resins & nonvulcan elastomers • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 25, 2014 (the “Closing Date”), is made by and among ForceField Energy Inc., a Nevada corporation (“Buyer”), 17th Street ALD Management Corporation, a Delaware corporation (the “Company”), the stockholders of the Company listed on the signature page to this Agreement (each, a “Seller” and collectively, the “Sellers”), and Jeffrey J. Brown, an individual, solely in his capacity as representative of the Sellers pursuant to the terms of this Agreement (the “Seller Representative”). Certain capitalized terms not otherwise defined in the text of this Agreement are defined in Section 9.1 hereof.
EXHIBIT B FORM OF SENIOR SECURED PROMISSORY NOTESenior Secured Promissory Note • April 29th, 2014 • ForceField Energy Inc. • Plastic materials, synth resins & nonvulcan elastomers • Nevada
FOR VALUE RECEIVED, the undersigned, ForceField Energy Inc., a Nevada corporation (the “Debtor”), hereby promises to pay to [___________], his heirs, successors and assigns (collectively, “Holder”), the principal sum of [$__________], with interest on the outstanding principal amount at the rate set forth below, all as further provided in this Senior Secured Promissory Note (this “Note”). Capitalized terms used but not defined herein have the meanings assigned to them in the Stock Purchase Agreement, dated as of April 25, 2014 (the “Purchase Agreement”), by and among the Debtor, 17th Street ALD Management Corporation, a Delaware corporation (the “Company”), the Sellers and the Seller Representative.
PLEDGE AGREEMENTPledge Agreement • April 29th, 2014 • ForceField Energy Inc. • Plastic materials, synth resins & nonvulcan elastomers
This Pledge Agreement dated as of April 25, 2014 (this “Agreement”) is between ForceField Energy Inc., a Nevada corporation (“Pledgor”), and the Seller Representative (the “Secured Party”).
