EXHIBIT
10.1
STOCK PURCHASE
AGREEMENT
This STOCK
PURCHASE AGREEMENT (this "Agreement") is made as of the 21
st day of May 2009 by the shareholder of Flex Fuels
Energy, Inc. indentified in Schedule A hereto (the
“Seller”) and Flex Fuels Energy, Inc. (IRS Employer
Identification No. 20-5242826), which has an address at c/o the ARM
Partnership, Third Floor, 14 South Molton Street, London W1K 5QP
(the “Buyer”).
THE PARTIES
HEREBY AGREE AS FOLLOWS:
1. Purchase
and Sale of Stock.
Subject to the
terms and conditions of this Agreement, and in reliance upon the
representations and warranties contained herein, on June 5, 2009,
or such later date that the parties may mutually agree upon (the
“Closing Date”), Buyer agrees to purchase from the
Seller and the Seller agrees to sell to Buyer Six Million, Six
Hundred and Six Thousand Eight Hundred and Eighty Seven (6,606,887)
shares of common stock (the “Shares”) of Flex Fuels
Energy, Inc. registered in the name of Buyer at a purchase price of
US$0.008 per share or an aggregate of Fifty Two
Thousand, Eight Hundred and Fifty Five Dollars and Ten Cents
(USD$52,855.10) (the “Purchase Price”). The Shares
presently represent and shall represent at closing, all of
Seller’s stock ownership in Flex Fuels Energy,
Inc.
2.
Representations and Warranties of Seller . In order to
induce the Buyer to enter into this Agreement and purchase the
Shares, the Seller hereby represents and warrants to the Buyer that
at all times from the date hereof through and including the Closing
Date:
(a)
Ownership of Shares . Seller is and shall be the
record and beneficial owner of the Shares and has and shall have
sole power over the disposition of the Shares and
that: (i) the Shares are and shall be free and clear of
any liens, claims, encumbrances, and charges; and (ii) the Shares
have not been and shall not have been sold, conveyed, encumbered,
hypothecated or otherwise transferred by Seller except pursuant to
this Agreement.
(b)
Authority for Agreement . Seller has and shall
have the requisite power and authority to enter into and to
consummate the transactions contemplated hereby and otherwise to
carry out its obligations hereunder. The execution,
delivery and performance by the Seller of this Agreement have been
and shall have been duly authorized by all requisite action by the
Seller, and the Agreement, when executed and delivered by the
Seller, constitutes and shall constitute a valid and binding
obligation of the Seller, enforceable against the Seller in
accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws affecting creditors' rights and remedies
generally, and subject, as to enforceability, to general principles
of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).
(c)
Experienced Investor . Seller is and shall be an
experienced investor, has and shall have knowledge and experience
in financial and business matters as to be capable of evaluating
the merits and risks of the sale, has made and shall have made all
necessary inquiries of the Buyer and has had and shall have had
access to all information respecting Flex Fuels Energy, Inc. that
Seller has requested.
3.
Representations and Warranties of the Buyer
. Buyer hereby warrants and represents to Seller that at
all times from the date hereof through and including the Closing
Date:
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