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SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 6th day of March, 2007
AMONG:
GS AGRIFUELS CORPORATION, a company formed pursuant to the laws of
the
State of Delaware
and having an office
for business
located at One
Penn Plaza, Suite 1612, New York, New York 10119 ("Purchaser")
AND:
______________, with an address located at _________("Seller")
WHEREAS:
A. Seller
owns
_____________________________________ (___________________)
shares of the common stock of Sustainable Systems, Inc. ("Sustainable"),
corresponding to
___________%
of the fully diluted
capital stock of such
corporation (the "Acquisition Shares");
B. Purchaser
desires to
purchase and acquire and Seller desires to sell,
convey, assign and
transfer, or cause to
be sold, conveyed,
assigned and
transferred, to
Purchaser,
the Acquisition Shares pursuant to this
Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the
premises and the mutual covenants, agreements, representations and
warranties
contained
herein, and
other
good
and valuable
consideration,
the receipt
and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
THE ACQUISITION
Section 1.1
Purchase and Sale of Acquisition Shares
Seller hereby agrees to sell to Purchaser the Acquisition Shares in
exchange for
the payment
of the Purchase Price on the Closing Date and to transfer to
Purchaser on
the Closing Date a 100% undivided interest in and to the
Acquisition
Shares free
from all liens, mortgages, charges, pledges,
encumbrances or
other burdens with all rights now or thereafter attached
thereto, except as otherwise referred to herein.
Section 1.2
The Purchase Price
In consideration for the Acquisition Shares, Purchaser agrees to pay and
issue
to Seller
(a)
____________________________________________________($_______________)
in the form of immediately available U.S. funds (the "Cash")
payable
upon Closing,
(b)
_________________________________________________________
($______________) in
the form of a secured convertible debenture
payable in the form of immediately available U.S. funds within
THIRTY
(30) days of the completion and commissioning of Sustainable's
crush
plant expansion (the "Expansion Debenture"),
(c)
_________________________________________________________________
($___________________) in the form of shares of Purchaser common
stock
at the rate of FOUR DOLLARS AND FIFTY CENTS ($4.50) per share, for a
total of
________________________________________________________
(_________________) shares (the "Purchaser Shares"), and
(d)
______________________________________________________________
($_____________) on
the FIRST (1st)
anniversary of the
Closing Date
and
_________________________________________
($________________________) on the SECOND (2nd) anniversary of the
Closing Date in the form of secured convertible debentures (the "Term
Debentures") convertible into Purchaser common stock;
which amounts shall be collectively referred to herein as the
"Purchase Price."
<PAGE>
Section 1.3 The
Expansion
The Expansion shall be
deemed to be
"complete" when the
construction
of all
equipment and
infrastructure
required for the
solvent extraction of
oil from
targeted feedstocks is
installed, fully
permitted and fully
operational; the
"commissioning" of the Expansion shall be deemed to have occurred
after FOURTEEN
(14) days of regular, safe, compliant operations. Purchaser hereby
covenants and
agrees to provide any necessary capital and other resources to
Sustainable that
may be required to complete and fully commission the Expansion. The timeline,
budget and funding for the Expansion shall be as agreed upon between
Purchaser
and the former
executive management
of Sustainable within
THIRTY (30) days of
the execution hereof.
Section 1.4
Registration Rights
The Seller shall be
entitled to "piggy-back" registration rights such that
Purchaser shall
register any shares issuable to Seller hereunder or upon
conversion of the Expansion Debenture and/or the Term Debentures
(the "Purchaser
Shares") upon its filing of any registration statement on any other
transaction
completed by Purchaser
which may require
registration.
In the event that
the
Seller elects to
transfer any Purchaser Shares pursuant to Rule 144 of the
Securities Act
of 1933 (the "Act") or other applicable exemption from
registration,
Purchaser shall meet and maintain the requirements of Rule 144
of
the Act, so that the Purchaser Shares may be sold in public
securities
markets
under Rule 144.
ARTICLE II
THE CLOSING
Section 2.1
Closing
The consummation
of the transactions contemplated by this Agreement (the
"Closing") shall take
place on or about March 6, 2007, at Purchaser's place of
business (the date of
the Closing being
herein referred to as the "Closing
Date").
Section 2.2
Deliveries at Closing
(a) At the Closing, the Seller shall deliver to the Purchaser: (i)
duly executed
instruments or other evidence to transfer to Purchaser the
Acquisition
Shares,
and (ii) any documents
or certificates that are necessary to transfer to
Purchaser good, clear and marketable title all of the Acquisition
Shares.
(b) At the Closing,
the Purchaser shall deliver to the Seller: (i) the Cash in
immediately available
U.S. funds,
(ii) share
certificates
representing
the
Purchaser Shares duly
issued in the name of Seller, (iii) the Debentures duly
issued in the name of Seller, and (iv) all documents required to be
delivered by
Purchaser to Seller at
or prior to the
Closing Date in
connection
with this
Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Purchaser represents
and warrants that as of the date hereof and as of the
Closing Date,
the following
representations
shall be true and
correct and in
full force and effect:
Section 3.1
Organization and Good Standing
Purchaser is a corporation duly organized, validly existing and in
good standing
under the laws of the
State of Delaware.
Purchaser is duly qualified to do
business and is in good standing as a foreign corporation in each jurisdiction
where qualification as a foreign corporation or otherwise is
required to conduct
its business.
Section 3.2
Authority, Approvals and Consents
Purchaser has the corporate power and authority to enter into this
Agreement and
to perform its obligations hereunder. The execution, delivery and
performance of
this Agreement and the consummation of the transactions
contemplated hereby have
been duly authorized and validly approved by the Board of Directors
of Purchaser
and by their
respective
stockholders if
necessary and no other
corporate or
other proceedings
on the part of
Purchaser are
necessary to authorize and
approve this Agreement
and the transactions contemplated hereby. Purchaser
hereby expressly
represents
that it has fully and
properly complied with
all
aspects of applicable Delaware corporate law in entering into this
Agreement and
<PAGE>
for consummating the
transactions
contemplated
hereunder. This
Agreement has
been duly executed
and delivered by, and constitutes a valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with
its
terms.
Section 3.3
Consents and Approvals
No consent,
approval,
or authorization of, or declaration, filing, or
registration with,
any Governmental Entity will be required to be made or
obtained by
Purchaser in connection with the execution, delivery, and
performance of
this Agreement and the consummation of the transactions
contemplated hereby.
Section 3.4 No
Violations
Neither the execution,
delivery, or performance of this Agreement by Purchaser,
nor the consummation by Purchaser of the transactions contemplated hereby, nor
compliance by Purchaser with any of the provisions hereof will (a)
conflict with
or result in any breach of any provisions of the certificate of
incorporation or
bylaws of the Purchaser, (b) result in a violation, or
breach of, or constitute
(with or without
due notice or lapse of time) a default
(or give rise to
any
right of termination,
cancellation, vesting,
payment, exercise,
acceleration,
suspension or
revocation) under any
of the terms,
conditions or provisions of
any contract,
agreement or any material note, bond, mortgage, deed of trust,
security interest,
indenture,
license, contract, agreement, plan or other
instrument or obligation to which Purchaser is
