STOCK PURCHASE
AGREEMENT
THIS STOCK
PURCHASE AGREEMENT (this “Agreement”) dated as of March
______, 2009, by and among Frank Towers (“Shareholder
1”) of Catterall Hall Farm, Catterall Lane, Preston,
Lancashire PR3 0PA, United Kingdom of the First Part;
and Neal John Walmsley of 12 Old Lancaster Road, Catterall, Preston
PR3 0HN, United Kingdom (“Shareholder 2”) of
the Second Part; and Eric Royds of 3 Heath Avenue, Halifax HX3 0EA,
United Kingdom (“Shareholder 3”) of the Third Part; and
Farzad Zamanian of 5 Hollingwood Rise, Ilkley LS29 9PW, United
Kingdom of the Fourth Part (“Shareholder 4”), (each a
“Shareholder” and together
the “Shareholders”) AND Technology
Alternatives Limited, a Belizean Company formed under the Laws of
Belize with registered office situate at No. 1 NimLiPunit Street,
Belmopan, Cayo District, Belize, Central America (hereinafter
called the “Company”) of the Fifth Part AND Global
Clean Energy Holdings, Inc, a Utah Corporation whose registered
office is located at 6033 W. Century Blvd., Suite 895, Los
Angeles, CA 90045 (hereinafter called the “Buyer”
) of the Sixth Part,:
WITNESSETH:
WHEREAS, the Shareholders represent the 100%
issued and outstanding ordinary shares of the Company (the
“Shares”);
WHEREAS, Buyer desires to purchase from the
Shareholders, and the Shareholders desire to sell to Buyer, all of
the Shares, in exchange for Common Stock; and
WHEREAS, the parties desire to enter into this
Agreement to set forth their mutual agreements concerning the above
matters;
NOW, THEREFORE, in consideration of the mutual
promises of the parties hereto, and for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually agreed by and among the parties hereto
as follows:
ARTICLE 1.
SALE AND TRANSFER OF SHARES;
CLOSING
1.1.
Sale of Shares . Subject to the terms and
conditions of this Agreement, and in reliance upon the
representations, warranties, covenants and agreements contained
herein, at the closing of the transactions contemplated hereby (the
“Closing”), the Shareholders will sell, convey, assign
and transfer the Shares to Buyer, and Buyer will purchase the
Shares from the Shareholders based on the assigned values set out
in Appendix 1 attached hereto. The number of Shares to
be acquired by Buyer from each Shareholder is set forth in
Appendix I attached hereto. The Shares shall
be free and clear of any claims or Encumbrances (as defined in
Section 2.6).
1.2.
Consideration . In consideration of the sale,
transfer and assignment to Buyer of the Shares, at the Closing,
Buyer shall: (1) issue to the Shareholders shares of Common Stock
from its authorized capital stock in accordance with Appendix 1
attached hereto.
1.3.
The Closing . The Closing will take place on
March _______, 2009 (the “Closing Date”) at
the offices of Global Clean Energy Holdings, Inc, at 6033 W.
Century Blvd, Suite 895, Los Angeles, CA 90045, at 10:00 a.m.
(local time) or at some other place mutually agreed by the
parties herein. As specified in Appendix 1, the
Shareholders will deliver to Buyer: (1) transfer of share
instruments executed by each Shareholder in registerable form
together with the certificates representing the Shares, duly
endorsed (or accompanied by duly executed stock powers), for
transfer of the Shares to Buyer or its nominee(s);
and (2) on the Closing Date, a certified resolution of
the board of directors of the Company appointing new directors
nominated by the Buyer together with the resignations of existing
members of the Company’s board (save and except for
shareholder No. 2 Neal Walmsley). As specified in
Appendix 1, the Buyer will cause its transfer agent to issue to
each Shareholder the duly registered stock certificate(s)
representing their individual stock holding in the Buyer, (B) the
original TCT Title with evidence of paid up taxes. All
costs and expenses associated with the completion of the transfer
of the Shares to the Buyer, inclusive of Stamp Duties shall be
borne by the Shareholder. All costs and expenses
associated with the completion of the issue of the Buyer’s
Common Stock to the Shareholders shall be borne by the Buyer. The
Shares will be delivered to Buyer’s counsel in Belize, who
will hold the Shares until the official permission to transfer the
Shares to Buyer has been received from the Central Bank of
Belize. Buyer will deliver to Buyer’s counsel in
Belize the stock certificates registered in each
Shareholder’s name within five days of the Closing, which
stock certificates Buyer’s counsel will deliver to
Shareholders immediately following the receipt of the permission of
the Central Bank of Belize to the transfer of the
Shares.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY AND THE SHAREHOLDERS
To induce Buyer to execute, deliver and perform
this Agreement, and in acknowledgement of Buyer’s reliance on
the following representations and warranties, the Company and the
Shareholders hereby jointly and severally represent and warrant to
Buyer as follows, as of the date hereof (in each
case except as otherwise disclosed in the Financial Statements (as
defined below) or the notes thereto):
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Organization; Capitalization.
The Company is a
corporation duly organized, validly existing and in good standing
under the laws of Belize, with the power and authority to conduct
its business as it is now being conducted and to own and lease its
properties and assets. The authorized share capital of
the Company consists of ten thousand (10,000) ordinary shares of
which ten thousand (10,000) shares are issued and
outstanding. The Shareholders are the legal and
beneficial owners and holders of 100% of the Shares, free and clear
of all Encumbrances. No legend or other reference to any
purported Encumbrances appears upon any certificate representing
equity securities of the Company. There are no other
shares of the authorized share capital of the Company issued or
outstanding. The Company’s outstanding share
capital has been duly and validly issued and is fully paid and
non-assessable. There are not outstanding any warrants,
options or other rights to acquire any of the Company’s share
capital. The Company’s assets do not include any
share capital of, or any other equity interest in, or securities
convertible into or exchangeable for any share capital or other
equity interest in, any person, or any direct or indirect equity or
ownership interest in any other business.
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Power and
Authority . The Company and the Shareholders
have the power and authority to execute, deliver, and perform this
Agreement and the other agreements and instruments to be executed
and delivered by them in connection with the transactions
contemplated hereby, and the Company and the Shareholders have
taken all necessary action to authorize the execution and delivery
of this Agreement and such other agreements and instruments and the
consummation of the transactions contemplated
hereby. This Agreement is, and the other agreements and
instruments to be executed and delivered by the Shareholders and/or
the Company in connection with the transactions contemplated
hereby, when such other agreements and instruments are executed and
delivered, shall be, the valid and legally binding obligations of
the Shareholders and/or the Company, as the case may be,
enforceable against the Shareholders and/or the Company in
accordance with their respective terms.
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No
Conflict . Neither the execution and delivery
of this Agreement and the other agreements and instruments to be
executed and delivered in connection with the transactions
contemplated hereby, nor the consummation of the transactions
contemplated hereby, will violate or conflict with: (a) any
Belize law, regulation, ordinance, zoning requirement, governmental
restriction, order, judgment or decree applicable to the
Shareholders and/or the Company; (b) any provision of any charter,
bylaw or other governing or organizational instrument or agreement
of the Company or the Shareholders; or (c) any mortgage, indenture,
license, instrument, trust, contract, agreement, or other
commitment or arrangement to which the Shareholders and/or the
Company are parties or by which the Shareholders and/or the Company
are bound.
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Required
Government Consents, Filings, etc . Except as have been or, prior to
the Closing, will be obtained, no approval, authorization,
certification, consent, variance, permission, license, or permit to
or from, or notice, filing, or recording to or with, any
Belize governmental authorities is necessary for: (a) the
execution and delivery of this Agreement and the other agreements
and instruments to be executed and delivered by the Shareholders
and/or the Company in connection with the transactions contemplated
hereby, or the consummation by the Shareholders and/or the Company
of the transactions contemplated hereby; or (b) the ownership by
Buyer of the Shares, save and except for the permission of the
Central Bank of Belize, which will be obtained within 90 days of
executing this Agreement. If the approval of the Central
Bank of Belize is not granted, this Agreement will be null and
void.
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Other
Required Consents, Filings, etc . Except as have been or, prior to
the Closing, will be obtained, no approval, authorization, consent,
permission, or waiver to or from, or notice, filing, or recording
to or with, any person is necessary for: (a) the
execution and delivery of this Agreement and the other agreements
and instruments to be executed and delivered in connection with the
transactions contemplated hereby by the Shareholders and/or the
Company, or the consummation by the Shareholders and/or the Company
of the transactions contemplated hereby; or (b) the ownership by
Buyer of the Shares.
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Title to
Assets. The
Company has good and marketable title to all of its assets, free
and clear of any claims or Encumbrances, other than the Deed of
Legal Mortgage recorded (or to be recorded) on the
land. “Encumbrance” means any
mortgage, charge (whether fixed or floating), security interest,
pledge, right of first refusal, lien (including any unpaid
vendor’s lien), option, hypothecation, title retention or
conditional sale agreement, lease, option, restriction as to
transfer or possession, or subordination to any right of any other
person.
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Financial
Statements . The Company and the Shareholders
have provided, and at the Closing will provide Buyer with the
following financial statements (collectively, the “Financial
Statements”) with respect to the Company: balance sheet,
results of operations, statements of stockholders’ equity and
statement of cash flow, as of and for the calendar year ended
December 31, 2007, the interim financials as of September 30, 2008,
and the balance sheet as of the close of business immediately
preceding the Closing Date (the balance sheet which balance sheet
is herein referred to as the “Closing Balance
Sheet”). The Financial Statements are, and at the
Closing will be true and correct in every material respect and
properly reflect all assets and liabilities of the Company as then
in existence. The Financial Statements do and will
fairly present the results of operations and the financial position
of the Company as of the dates thereof and the periods then
ended.
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Condition
and Sufficiency of Assets . The equipment contained in the
Company’s assets is structurally sound, in good operating
condition and repair, and adequate for the uses to which it is
being put, and none of such equipment is in need of maintenance or
repairs, except for ordinary, routine maintenance and repairs that
are not material in nature or cost. The Company’s
assets are sufficient for the continued conduct of the
Company’s business after the Closing in the same manner as
conducted prior to the Closing. The Company’s
assets are the only assets owned directly or indirectly by the
Company which are used in or relate to the conduct of the
Company’s business. The Shareholders do not own an
interest in the Real Estate or any of the equipment used by the
Company and sold hereunder.
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Accounts
Receivable . The Company’s accounts
receivable represent valid obligations arising from sales actually
made or services actually performed in the ordinary course of
business. The Company’s accounts receivable are
current and collectible, net of the respective reserves shown on
the Financial Statements, which reserves are adequate and
calculated consistent with past practice. There is no
contest, claim or right of set-off under any agreement with any
obligor of an account receivable relating to the amount or validity
of such account receivable.
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(a) The
Company beneficially owns or has the valid right to use all of the
Intellectual Property used in its business as currently conducted
or as presently contemplated to be conducted. The term
“Intellectual Property” includes all patents and patent
applications, trademarks, service marks, and trademark or service
mark registrations and applications, trade names, logos, designs,
domain names, web sites, slogans and general intangibles of like
nature, together with all goodwill relating to the foregoing,
copyrights, copyright registrations, renewals and applications,
software, databases, technology, trade secrets and other
confidential information, know-how, proprietary processes,
formulae, algorithms, models and methodologies, drawings,
specifications, plans, proposals, financing and marketing plans,
advertiser, customer and supplier lists and all other information
relating to advertisers, customers and suppliers (whether or not
reduced to writing), licenses, agreements and all other proprietary
rights, which relate to the Company’s
business. The Intellectual Property
beneficially owned or used by the Company is free and clear of
all claims or Encumbrances.
(b) The
Company takes and has taken reasonable measures to protect the
confidentiality of its trade secrets, know-how or other
confidential information material to its business as currently
operated or planned to be operated (together, “Trade
Secrets”). No Trade Secret has been disclosed or
authorized to be disclosed to any third party, including any
employee, agent, contractor or other person, other than pursuant to
a written non-disclosure agreement that adequately protects the
Company’s proprietary interests in and to such Trade
Secrets. To the best of the Company’s and the
Shareholders’ knowledge, no party to any non-disclosure
agreement relating to any Trade Secrets is in breach
thereof.
(c) The
conduct of the Company’s business as currently conducted or
planned to be conducted does not infringe upon (either directly or
indirectly) any Intellectual Property owned or controlled by any
third party. There are no claims or suits pending or
threatened, and neither the Company nor the Shareholders have
received any notice of a third party claim or suit (i) alleging
that any of the Company’s activities or the conduct of its
business has infringed upon or constitutes the unauthorized use of
the Intellectual Property rights of any third party, or (ii)
challenging the ownership, use, validity or enforceability of any
Intellectual Property.
(d) To
the best of the Company’s and Shareholders’ knowledge,
no third party is misappropriating, infringing, diluting, or
violating any Intellectual Property owned by or licensed to the
Company, and no such claims are pending against a third party by
the Company.
(a) The
Company and the Shareholders at all times have been and are
currently in compliance with all Rules applicable to the Company
and/or its business, except where such failure to comply would not
have a material adverse effect on the Company or its
operations. “Rule” means any law, statute,
rule, regulation, order, court decision, judgment or decree of any
Belize territorial, provincial or municipal
authority.
(b) The
Company and the Shareholders are in material compliance with, and
have obtained all Permits and other authorizations relating to the
Company which are required by any Rule, which has been enacted to
the date of this Agreement, except as would not have a material
adverse effect on the Company or its operations. No
governmental proceeding is pending or threatened to cancel, amend,
modify or fail to renew any such
Permit. “Permit” includes any approval,
authorization, concession, grant, certificate of convenience and
necessity, qualification, consent, franchise, license, security
clearance, easement, order or other permit issued or granted by any
governmental entity.
(c) The
Company and/or the Shareholders are not currently in material
violation of any environmental or safety laws nor have the Company
and/or the Shareholders received any notice of any current
non-compliance therewith. There is no civil, criminal or
administrative action, suit, demand, claim, hearing, notice,
investigation or proceeding pending or threatened against the
Company and/or the Shareholders relating in any way to
environmental and safety laws.
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Tax
Matters . All
taxes owed by the Company pertaining to the Company, its business
or its assets (whether or not shown on any tax return) have been
paid. The Company is not the beneficiary of any
extension of time within which to file any tax
return. No claim has ever been made by an authority in a
jurisdiction where the Company does not file tax returns that the
Company is or may be subject to taxation by that jurisdiction.
There are no claims or Encumbrances on any of the Company’s
assets that arose in connection with any failure (or alleged
failure) to pay any tax. The Shareholders assume
all liabilities whether known or unknown for all taxes and tax
filings up to the Closing Date.
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Contracts . Except as would not have a material
adverse effect on the Company or its operations, there exists no
event of default or occurrence, condition or a
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