Exhibit 10.14
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 26th day of June, 2008, by and
between Sustainable Power Corp., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, a Nevada corporation, ("SSTP," "Corporation" or "Seller") and Pemco
Bioenergy AS (under incorporation), ▇/▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
1, ▇.▇. ▇▇▇ ▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ("Purchaser") and Mr ▇▇▇▇ ▇▇▇▇▇▇;
WHEREAS, the Seller has issued capital stock of 2,264,759,836 shares of
$0.0001 par value common stock; and has authorized 3,000,000,000 shares
WHEREAS, the Purchaser desires to purchase 50,000,000 shares of restricted
stock at $0.04 per share and the Seller desires to sell said stock, upon the
terms and subject to the conditions hereinafter set forth;
WHEREAS, SSTP and the Purchaser has entered into a Strategic Alliance
Agreement at the date of this Agreement;
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 shares of such stock, and the Purchaser shall purchase from the
Seller 50,000,000 shares of such stock in consideration of the purchase price
set forth in this Agreement. The certificates representing the Corporation's
Stock shall be duly issued in the name of the Purchaser or its designee(s). The
closing of the transactions contemplated by this Agreement ("Closing"), shall be
held at 5:00pm, on June [-], 2008.
Prior to, and as a condition to Closing, the Seller shall provide financial
statements for STTP for its 2007 financial year or comfort thereof, certified
copies of the constitutional documents of STTP, a duly certified certificate of
good standing and a legal opinion regarding (1) the total number of shares
issued by the Corporation and (2) that all necessary corporate resolutions for
delivery of the shares by the Corporation under this Agreement has been duly
resolved and made. SSTP is in the process of preparing its financial statements
for the Corporation for its 2007 financial year; copies of these will be
provided within a reasonable time after they are prepared, contemporaneous to
their filing with the Securities Exchange Commission ("SEC").
2. AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration and method of
payment thereof are set forth below:
(a) Consideration. As total consideration for the purchase and sale of the
Corporation's Stock, pursuant to this Agreement, the Purchaser shall pay to the
Seller the sum of $.04 (four cents) per share or an aggregate of Two Million
Dollars ($2,000,000.00), such total consideration to be referred to in this
Agreement as the "Purchase Price".
(b) Payment. The Purchase Price shall be paid as follows: The sum of Two Million
Dollars ($2,000,000.00) to be delivered to Seller upon the execution of this
Agreement via wire transfer:
ABA # ▇▇▇▇▇▇▇▇▇
Regions Bank
Natchez Medical Center Office
55 Sergeant Prentiss Drive
Natchez, MS ▇▇▇▇▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
ACCOUNT #[Confidential]
Sustainable Power Corp.
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3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and
represents:
(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.
i. The Corporation's Stock purchased by the Purchaser are "restricted
securities," as that term is defined in Rule 144(a)(3) of the Act, and therefore
may not be offered or sold or transferred by the Purchaser without compliance
with the registration requirements of the Act unless, in the opinion of counsel
to the Corporation, an exemption from registration is available.
ii. 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.
iii. The Stock is being sold free and clear of all security interests,
liens, encumbrances, equities and other charges.
iv. There are no existing warrants, options, stock purchase agreements,
redemption agreements, restrictions of any nature (except as referred to in
3(b)(i)), calls or rights to subscribe of any character relating to the stock,
nor are there any securities convertible into such stock.
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby warrants and
represents:
(a) The Purchaser acknowledges and agrees that the shares of the
Corporation's Stock the Purchaser is purchasing are "restricted securities" that
may not be offered or sold or transferred by the Purchaser without compliance
with the registration requirements of the Act, unless, in the opinion of counsel
to the Corporation, an exemption from registration is available. The parties to
this Agreement has on the date hereof also entered into a Strategic Alliance
Agreement.
(b) The Purchaser acknowledges and agrees that the certificate(s) evidencing
the shares of the Corporation's Stock purchased shall bear a customary
restrictive transfer legend and shall be subject to stop-transfer instructions
at the Corporation's transfer agent.
5. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser
hereby represent and warrant that there has been no act or omission by Seller or
the Purchaser 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.
6. INTELLECTUAL PROPERTY RIGHTS
SSTP and ▇▇▇▇ ▇▇▇▇▇▇ represents that SSTP and/or Mr ▇▇▇▇ ▇▇▇▇▇▇ has developed a
unique breakthrough technology for production of biocrude from sustainable
biomass sources; besides the biocrude, i.e., liquid biofuel, the output will be
biogas as well as ash-fertilizer (the "TECHNOLOGY"). SSTP and ▇▇▇▇ ▇▇▇▇▇▇
represents that as part of the Technology, SSTP and/or Mr ▇▇▇▇ ▇▇▇▇▇▇ controls
an undisclosd catalytic process which yields efficient production with higher
output, reduced time, continuous process, etc.
SSTP and ▇▇▇▇ ▇▇▇▇▇▇ represents that the Corporation has been granted an
exclusive license for the Technology, as required to fully comply with its
obligations under this Agreement and the related Strategic Alliance Agreement.
7. GENERAL PROVISIONS
(a) Entire Agreement. This Agreement (including 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 section 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 Nevada. The parties herein waive trial by jury and agree to submit to
the personal jurisdiction and
venue of a federal or state court of subject matter jurisdiction located in
State of Nevada. 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.
SUSTAINABLE POWER CORP.
By: \s\ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
Chairman and CEO
PEMCO BIOENGERGY AS
By: \s\ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Majority owner of Pemco Bioenergy
Mr ▇▇▇▇ ▇▇▇▇▇▇
By: \s\ ▇▇▇▇ ▇▇▇▇▇▇
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