FORM OF
NOTE PURCHASE AGREEMENT
This
Note Purchase Agreement (this “
Agreement ”),
dated as of November 7, 2007 (the “
Closing Date ”)
by and between Clear Skies Group, Inc, a New York corporation (the
“
Company ”)
and ___________ (“
Lender ”).
WITNESSETH :
WHEREAS,
subject to the terms and conditions of this Agreement, the
Company has agreed to sell and Lender has agreed to purchase
from the Company, a promissory note of the Company in the
principal amount of $___,000 (the
“Note”).
NOW,
THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
to this Agreement hereby agree as follows:
1.
Deliveries .
(a)
On
the closing date, Lender shall deliver to the Company payment
in the amount of the principal amount of the Note by delivery
of a certified check payable to the Company or by wire
transfer to the account of the Company.
(b)
On
the closing date, the Company shall deliver to Lender the
Note.
2.
Representations and Warranties of the Company
.
The Company hereby represents and warrants to Lender as
follows:
(a)
Organization and Standing .
The Company is a corporation duly organized and validly existing
under, and by virtue of, the laws of the State of New York and is
in good standing under such laws. The Company is duly qualified to
conduct business as a foreign corporation and is in good standing
in each jurisdiction wherein the nature of its activities or
properties owned or lease makes such qualification necessary,
except where failure to be so qualified would not have a material
adverse effect on the Company. The Company has the requisite
corporate power to own and operate its properties and assets, and
to carry on its business as presently conducted and as proposed to
be conducted and to enter into and perform this Agreement, the
Note, and each other document, agreement or instrument entered into
by it in connection with this Agreement or the Note.0
(b)
No Conflict .
This Agreement does not: (i) conflict with any provision of the
Company’s Certificate of Incorporation or Bylaws, both as
amended to date; or (ii) conflict with, or constitute a default (or
an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement,
indenture, patent, patent license or instrument to which the
Company is a party; or (iii) result in a violation of any federal,
state, local or foreign law, rule, regulation, order, judgment or
decree (including Federal and state securities laws and
regulations) applicable to the Company or by which any property or
asset of the Company is bound or affected.
(c)
Authorization .
The execution, delivery and performance of this Agreement by the
Company has been duly authorized by all requisite corporate action
and constitutes the valid and binding obligations of the Company
enforceable in accordance with its terms, subject as to enforcement
of remedies to applicable bankruptcy, insolvency, reorganization,
or similar laws relating to or affecting the enforcement of
creditors’ rights.
(d)
Capitalization .
The authorized capital stock of the Company consists of 10,000,000
shares of common stock, par value $0.01 per share, of which
3,580,000 shares of Common Stock are issued and outstanding, and no
shares of preferred stock.
(e)
No Undisclosed Liabilities .
The Company has no material liabilities or obligations not
disclosed to Lender.
(f)
Issuance .
The Note will be duly and validly issued when issued, sold and
delivered at the closing in accordance with the terms of this
Agreement.
3.
Representations and Warranties of Lender .
Lender represents and warrants to the Company as of the closing
date that:
(a)
All
action on the part of Lender for the authorization, execution,
delivery and performance by Lender of this Agreement have been
taken, and this Agreement constitutes a valid and binding
obligation of Lender, enforceable in accordance with its
terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, or similar laws relating to or
affecting the enforcement of creditors’
rights.
(b)
Lender
is acquiring the Notes for investment for his own account and
not with a view to, or for resale in connection with, any
distribution. Lender understands that the Note to be acquired
has not been registered under the Securities Act of 1933, as
amended (the “
Act ”),
by reason of a specific exemption from the registration provisions
of the Act which
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