50 of the Top 250 law firms use our Products every day
10.1 Management
Agreement
MANAGEMENT
AGREEMENT
This Agreement
is made as of this 12 th day of June, 2009 between and among FUEL
FRONTIERS, INC., a Nevada corporation (“FFI”) and
NUCLEAR SOLUTIONS, INC., a Nevada corporation (“NSOL”),
(FFI and NSOL are sometimes collectively referred to herein as the
“CORPORATIONS”) and SCHRADER & ASSOCIATES DEFINED
BENEFIT PENSION PLAN, (“SCHRADER”).
BACKGROUND
|
|
A. SCHRADER
desires to purchase shares of FFI owned by NSOL and NSOL desires to
sell a portion of its FFI shares to SCHRADER on the terms noted in
the Stock Purchase and Related Agreements (the “TRANSACTION
DOCUMENTS”).
|
|
|
B. As
an inducement to obtain the SCHRADER investment, the CORPORATIONS
have respectively agreed to be bound by certain management
covenants.
|
For valuable
consideration, the receipt of which is acknowledged by the parties,
the parties agree as follows:
AGREEMENT
|
|
1.
Proceeds and Management .
|
|
|
a. Nuclear
Solutions agrees to use the SCHRADER investment proceeds according
to the “Use of Proceeds” attached as Schedule
1.0.
|
|
|
b. Nuclear
Solutions agrees to nominate, appoint and, or vote into office one
person named by SCHRADER who will be seated as a member of the
board of directors of Fuel Frontiers, Inc. for a term of twelve
(12) months commencing on the date of closing of the SCHRADER
investment.
|
|
|
a. FFI
desires to purchase certain real property located in Muhlenberg,
Kentucky for the construction of its CTL plant (the
“Muhlenberg Property”) for approximately $150,000,
which the parties agree shall be allocated from the SCHRADER
investment proceeds as specified in Schedule 1.0 attached
hereto. FFI agrees to take title to the Muhlenberg
Property in such a manner so that the property ownership would
automatically revert to SCHRADER in the event of FFI’s
petition in bankruptcy, wind-up or liquidation.
|
|
|
b. The
parties agree that the purchase of real property for the CTL plant
from a portion of the SCHRADER investment proceeds is a material
element of the consideration for the sale of FFI stock by
NSOL. In the event that FFI is no longer pursuing its
CTL plant on the Muhlenberg Property be
|
|
