ex412q033110.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    STOCK
PURCHASE AGREEMENT

     

    This
Stock Purchase Agreement (the “Agreement”) is entered into as
of April 14, 2010, by and among Garb Oil & Power Corporation, a Utah
corporation (the “Company”) and Alan Fleming
(the “Purchaser”).  In
consideration of the mutual promises contained herein the Company and the
Purchaser hereby agree as follows:

     

    1. Stock Purchase. The
Purchaser hereby purchases from the Company and the Company hereby sells to the
Purchaser 11,715 shares (the “Shares”) of the Company’s
class B preferred stock, $0.0001 par value (“Class B Preferred”) in full
satisfaction and accord of amounts owed by the Company to the Purchaser for
business expenses equal to US$267.00 and AUD$6,763, accrued fees for services by
the Purchaser in an amount equal to AUD$58,000.00 (the “Purchase
Price”).  The Purchase Price constitutes full and adequate
consideration for the Shares, and the Shares, when issued in accordance with the
terms herein, will be fully-paid and nonassessable outstanding shares of Class B
Preferred.

     

    2. General.  The
Purchaser hereby makes the representations on Exhibit
A with respect to the purchase of the Shares hereunder.  The
Purchaser agrees to the restrictions on transfer on Exhibit
B.  This Agreement shall be governed by the laws of the State
of Utah without regard to principles of conflicts of laws.  The
representations, warranties, covenants and agreements made in this Agreement
shall survive the closing of the transactions contemplated
hereby.  Neither party may assign this Agreement except with the prior
written consent of the other party.  Except as otherwise provided in
this Agreement, the provisions of this Agreement shall inure to the benefit of,
and be binding upon, the successors and permitted assigns of the
parties.  This Agreement constitutes the entire understanding and
agreement among the parties with regard to the subject matter hereof, and
supersedes all prior and contemporaneous agreements and understandings with
respect thereto.  No provision of this Agreement may be amended or
waived except by a written instrument signed by all parties.  No
unenforceable or invalid provision of this Agreement shall affect the
enforceability or validity of the remaining provisions hereof.  This
Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties executing such counterparts, and all of which
together shall constitute one instrument.  Facsimile copies of signed
signature pages of this Agreement shall be binding originals.

     

    IN WITNESS WHEREOF, this Stock
Purchase Agreement is executed effective as of the date first set forth
above.

    


    PURCHASER:                                                                               
     COMPANY:

    


    GARB OIL & POWER
COROPRATION

    a Utah corporation

    


    By:                                                                                         
By: 


    Name:
Alan
Fleming                                                                Name: John
Rossi

                                      
Title: Chief Executive
Officer


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

     

    INVESTMENT
REPRESENTATION STATEMENT

     

     

    
      	
              1.  

            	
              Accredited
      Investor.  The Purchaser is an “accredited investor”
      within the meaning of Regulation D, Rule 501(a), promulgated by the
      Securities and Exchange Commission under the Securities Act of 1933, as
      amended (the “Securities
      Act”).

            


    

     

    
      	
              2.  

            	
              Purchasing for Own
      Investment.  The Purchaser is purchasing the Shares
      solely for investment purposes, and not for further
      distribution.  The Purchaser’s entire legal and beneficial
      ownership interest in the Shares is being purchased and shall be held
      solely for the Purchaser’s account, except to the extent the Purchaser
      intends to hold the Shares jointly with the Purchaser’s
      spouse.  The Purchaser is not a party to, and does not presently
      intend to enter into, any contract or other arrangement with any other
      person or entity involving the resale, transfer, grant of participation
      with respect to or other distribution of any of the Shares.  The
      Purchaser’s investment intent is not limited to its present intention to
      hold the Shares for the minimum capital gains period specified under any
      applicable tax law, for a deferred sale, for a specified increase or
      decrease in the market price of the shares, or for any other fixed period
      in the future.

            


    

     

    
      	
              3.  

            	
              Ability to Protect Own
      Interests.  The Purchaser can properly evaluate the
      merits and risks of an investment in the Shares and can protect its own
      interests in this regard, whether by reason of the Purchaser’s own
      business and financial expertise, the business and financial expertise of
      certain professional advisors unaffiliated with the Company with whom the
      Purchaser has consulted, or the Purchaser’s preexisting business or
      personal relationship with the Company or any of its officers, directors
      or controlling persons.

            


    

     

    
      	
              4.  

            	
              Informed About the
      Company.  The Purchaser is sufficiently aware of the
      Company’s business affairs and financial condition to reach an informed
      and knowledgeable decision to acquire the Shares.  The Purchaser
      has had opportunity to discuss the plans, operations and financial
      condition of the Company with its officers, directors or controlling
      persons, and have received all information it deems appropriate for
      assessing the risk of an investment in the
  Shares.

            


    

     

    
      	
              5.  

            	
              Economic
      Risk.  The Purchaser realizes that the purchase of the
      Shares involves a high degree of risk, and that the Company’s future
      prospects are uncertain.  The Purchaser is able to hold the
      Shares indefinitely if required, and is able to bear the loss of its
      entire investment in the Shares.

            


    

     

    
      	
              6.  

            	
              Restricted
      Securities.  The Purchaser understands that the Shares
      are “restricted securities” in that the sale of the Shares has not been
      registered under the Securities Act in reliance upon an exemption for
      non-public offerings.  In this regard, the Purchaser also
      understands and agrees that: (i) the Purchaser must hold the Shares
      indefinitely, unless any subsequent proposed resale is registered under
      the Securities Act, or unless an exemption from registration is otherwise
      available (such as Rule 144); (ii) the Company is under no obligation
      to register any subsequent proposed resale of the Shares; and (iii) the
      certificate evidencing the Shares will be imprinted with a legend which
      prohibits the transfer of the Shares unless such transfer is registered or
      such registration is not required in the opinion of counsel for the
      Company.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     

    
      	
              7.  

            	
              Rule
      144.  The Purchaser is familiar with Rule 144
      adopted under the Securities Act, which in some circumstances permits
      limited public resales of “restricted securities” like the Shares acquired
      from an issuer in a non-public offering.  The Purchaser
      understands that its ability to sell the Shares under Rule 144 in the
      future is uncertain, and will depend upon, among other things:
      (i) the availability of certain current public information about the
      Company; (ii) the resale occurring more than one year after the
      Purchaser’s purchase and full payment (within the meaning of Rule 144) for
      the Shares; and (iii) if
      the Purchaser is an affiliate of the Company, or a non-affiliate who has
      held the Shares less than two years after the Purchaser’s purchase and
      full payment: (A) the sale being made through a broker in an
      unsolicited “broker’s transaction” or in transactions directly with a
      market maker, as said term is defined under the Securities Exchange Act of
      1934, as amended, (B) the amount of Shares being sold during any three
      month period not exceeding the specified limitations stated in Rule 144,
      and (C)
      timely filing of a notice of proposed sale on Form 144, if
      applicable.

            


    

     

    
      	
              8.  

            	
              Availability of Rule
      144.  The Purchaser understands that the requirements of
      Rule 144 may never be met, and that the Shares may never be
      saleable.  The Purchaser further understands that at the time
      the Purchaser wishes to sell the Shares, there may be no public market for
      the Company’s stock upon which to make such a sale, or the current public
      information requirements of Rule 144 may not be satisfied, either of
      which would preclude the Purchaser from selling the Shares under
      Rule 144 even if the one-year minimum holding period had been
      satisfied.

            


    

     

    
      	
              9.  

            	
              Restrictions on
      Resale.  The Purchaser understands that in the event Rule
      144 is not available it, any future proposed sale of any of the Shares by
      the Purchaser will not be possible without prior registration under the
      Securities Act, compliance with some other registration exemption (which
      may or may not be available), or each of the
      following: (i) written notice to the Company containing detailed
      information regarding the proposed sale, (ii)  an opinion of counsel
      to the effect that such sale will not require registration, and (iii) the
      Company notifying the Purchaser in writing that its counsel concurs in
      such opinion.  The Purchaser understands that neither the
      Company nor its counsel is obligated to provide the Purchaser with any
      such opinion.  The Purchaser understands that although
      Rule 144 is not exclusive, the Staff of the SEC has stated that
      persons proposing to sell private placement securities other than in a
      registered offering or pursuant to Rule 144 will have a substantial
      burden of proof in establishing that an exemption from registration is
      available for such offers or sales, and that such persons and their
      respective brokers who participate in such transactions do so at their own
      risk.

            


    

     

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    Exhibit
B

     

    RESTRICTIONS
ON TRANSFER

     

     

    
      	
              1.  

            	
              Legends.  The
      Purchaser understands and agrees that the Company shall cause the legends
      set forth below, or substantially equivalent legends, to be placed upon
      any certificate(s) evidencing ownership of the Shares, together with any
      other legends that may be required by the Company or by applicable state
      or federal securities laws:

            


    

     

    THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”) OR ANY UNDER THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT
TO REGISTRATION OR AN EXEMPTION THEREFROM.  THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT
SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

     

    THE
SHARES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET
FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER
OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
ISSUER.  SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF
THESE SHARES.

     

    
      	
              2.  

            	
              Transfer Procedure;
      Stop-Transfer Notices; Refusal to Transfer.  Prior to
      transferring any Shares, the Purchaser shall deliver to the Company a
      written notice stating: (i) the Purchaser’s bona fide intention to make a
      permitted transfer of its Shares; (ii) the name, address and phone number
      of each proposed transferee; (iii) the aggregate number of Shares to be
      transferred to each proposed transferee; and (iv) the exemptions under
      applicable state and federal securities laws upon which the Purchaser is
      relying in making the proposed transfer.  The Purchaser shall
      also deliver to the Company a written agreement executed by the transferee
      or other recipient of Shares pursuant to which such transferee agrees to
      be bound by the transfer restrictions set forth herein as was the
      Purchaser.  The Purchaser agrees that to ensure compliance with
      the restrictions referred to herein, the Company may issue appropriate
      “stop transfer” instructions to its transfer agent, if any, and that, if
      the Company transfers its own securities, it may make appropriate
      notations to the same effect in its own records.  The
      Company shall not be required (a) to transfer on its books any Shares
      that have been sold or otherwise transferred in violation of any of the
      provisions of this Agreement or (b) to treat as owner of such Shares
      or to accord the right to vote or pay dividends to any purchaser or other
      transferee to whom such Shares shall have been so
    transferred.

            


    

     

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