Exhibit 10.2
NEW FRONTIER ENERGY, INC.
TERMINATION AGREEMENT
THIS
TERMINATION AGREEMENT (the "Termination Agreement") is made
effective
as of the 12th day of December 2008, by and among New Frontier
Energy, Inc., a
Colorado corporation (the "Company"), and Iris Energy Holdings
Limited, a Samoa
company (the "Investor").
A.
The Company and
Investor are parties to an Agreement to Appoint
Directors effective December 1, 2006 (the "Agreement to Appoint
Directors").
B.
Effective
October 10, 2008, Investor appointed Mukund Krishnaswami,
David P. Kelly II and Michel Escher to the Board of Directors of
the
Company pursuant to the Agreement to Appoint Directors.
C.
Pursuant to the
Agreement to Appoint Directors, under certain
circumstances, Investor would be entitled to appoint additional
members to the Board of Directors of the Company.
D.
The Company and
Investor have agreed, subject to the terms and
conditions set forth herein, to terminate the Agreement to
Appoint
Directors.
NOW,
THEREFORE, in consideration of the mutual terms, covenants and
conditions hereinafter set forth, the parties hereto agree as
follows:
1.
Acceptance of Resignations and Appointment of New Members to the
Board
of Directors. The Company hereby agrees to accept the resignations
of Grant
Gaeth and Michel Escher (collectively the "Resigning Members") as
members of the
Board of Directors of the Company and to appoint Avi Faliks and
Lazar G.
Schafran (collectively the "New Members") as members of the Board
of Directors
of the Company.
2.
Termination of Agreement to Appoint Directors. Upon the resignation
by
the Resigning Members, the acceptance of such resignations by the
Company and
the appointment of the New Members to the Board of Directors of the
Company, the
Agreement to Appoint Directors shall hereby be terminated and
Investor has no
further right to appoint any members to the Board of Directors.
3.
Miscellaneous.
(a) Entire Agreement.
This Termination Agreement among the parties
hereto as contemplated by or referred to herein contain every
obligation and understanding between the parties relating to
the
subject matter hereof and merges all prior discussions,
negotiations, agreements and understandings, both written and
oral, if any, between them, and none of the parties shall be
bound by any conditions, definitions, understandings,
warranties
or representations other than as expressly provided or referred
to
herein.
(b) Headings. The
subject headings of the sections contained in this
Termination Agreement are included for convenience purposes
only
and shall not control or aff
