Epec
Biofuels Holdings, Inc.


 


____________________________


 


 


COMMON
STOCK PURCHASE AGREEMENT


 


__________________________


 



    	 



    	 



    

 


COMMON
STOCK PURCHASE AGREEMENT


 


This Common Stock Purchase
Agreement (this “Agreement”) is made and entered into effective as of the 21st day of May, 2012 (the “Effective
Date”) by and between Epec Biofuels Holdings, Inc., a Florida corporation (the “Company”), and InterCore Energy
Inc. (formerly Heartland Bridge Capital, Inc.), a Delaware corporation (the “Purchaser”). The Company and Purchaser
shall each be referred to as a “Party” and collectively as the “Parties.”


 


The Parties hereby
agree as follows:


 


1.            PURCHASE
OF COMPANY COMMON STOCk.


 


(a)          Purchase
of the Common Stock. Subject to the terms of this Agreement, the Purchaser agrees to purchase from the Company, and the Company
agrees to sell to the Purchaser, Twenty Million (20,000,000) shares (each a “Share” and collectively the “Shares”)
of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of Five
Cents ($0.05) per Share, for total consideration of One Million Dollars ($1,000,000), (the “Consideration”) payable
as follows: (i) One Hundred Fifty Thousand Dollars ($150,000) paid upon execution hereof, (ii) Six Hundred Thousand Dollars ($600,000)
paid by Purchaser in 4 installments of $150,000 each on each of June 15, 2012, June 30, 2012, July 15, 2012, and July 31, 2012
(the “Installment Payments”) pursuant to the terms of a promissory note in the form of Exhibit A to be executed
and delivered to the Company (the “Note”), and (iii) Two Million Two Hundred Fifty Thousand (2,250,000) shares of Purchaser’s
common stock, restricted in accordance with Rule 144 (the “ICE Shares”).


 


(b)          Closing.
Subject to the terms and conditions of this Agreement, the purchase and sale of Twenty million (20,000,000) Shares in exchange
for the payment of the Consideration shall take place on the Effective Date (the “Closing”). The Closing will take
place remotely via the exchange of facsimile or electronic signature pages, or at such time and place as the Company and the Purchaser
mutually agree. At the Closing, the Purchaser will deliver to the Company the Consideration including: i) One Hundred Fifty Thousand
Dollars ($150,000) by wire transfer of funds to the Company, ii) delivery of the original executed Note, and (iii) the ICE Shares
via a mutually acceptable method. At the Closing, the Company will prepare, endorse and issue in the name of the Purchaser stock
certificates evidencing the Purchaser’s ownership of the Shares, which shall be delivered as follows:


 


(i) At Closing,
Company will deliver to Purchaser One (1) certificate in the amount of Eight Million (8,000,000) Shares, and


 


ii) The balance
of the Shares in Four (4) certificates in the amount of Three Million (3,000,000) Shares each of which will be held by the Company
and delivered to Purchaser immediately following the Company’s receipt of each Installment Payment.


 


In the event of any
other failure by the Purchaser to make any Installment Payment, or any other default under the Note, the Company shall have the
right to cancel any of the Shares that have not been paid for and delivered to Seller.


 



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From and after the
Closing, and unless cancelled as set forth above, the Shares shall be deemed fully issued, fully participating and voting for all
purposes.


 


2.            Representations,
Warranties, and Covenants of the Company


 


The Company hereby represents
and warrants to Purchaser as follows:


 


(a)          Organization and Standing. 
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. The
Company has requisite corporate power and authority to own and operate its properties and assets, and to carry on its business
as presently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which
the failure to so qualify could reasonably be expected to have a Material Adverse Effect.


 


(b)          Company Power. 
The Company has all requisite legal and corporate power and authority (i) to execute and deliver this Agreement, (ii) to sell
and issue the Shares, and (iii) to carry out and perform its obligations under the terms of this Agreement.


 


(c)          Authorization.
All corporate action required to be taken by the Company’s Board of Directors and stockholders for the Company’s authorization,
execution, delivery and performance of the transactions contemplated hereunder , the authorization, sale, issuance and delivery
of the Shares and the performance of all of the Company’s obligations under this Agreement have been taken. This Agreement
and any related transaction documents (collectively the “Transaction Documents”), when executed and delivered by the
Company, shall constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general
application relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief, or other equitable remedies. The Shares will be duly and validly
reserved and, when issued in compliance with the provisions of this Agreement and the Company’s certificate of incorporation
and bylaws (as each may be amended from time to time), will be validly issued, fully paid, and nonassessable. The Shares will be
free of any liens or encumbrances, security interest, claim, or right created by the Company of third parties; provided, however,
that the Shares are subject to restrictions on transfer under state and/or Federal securities laws.


 


(d)          Approvals.
No consent, approval, or authorization of or designation, declaration, or filing with any third party, including any governmental
authority, on the part of the Company is required in connection with the valid execution and delivery of this Agreement or the
offer, sale, or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except (a) qualification
(or taking such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the
Shares under applicable Blue Sky laws and (b) filing of a Form D with the Securities and Exchange Commission, and any applicable
state filings, which filings and qualifications, if required, will be accomplished in a timely manner.


 



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(e)          Intellectual
Property. The Company owns or possesses sufficient legal rights to (i) all trademarks, service marks, domain names, tradenames,
copyrights, trade secrets, licenses, information, and proprietary rights and processes and (ii) to the Company’s knowledge,
all patents and patent rights (such rights are collectively referred to herein as the “Company Intellectual Property”)
that are material to, and currently used or presently proposed to be used in, the conduct of the Company’s business as now
conducted and as presently proposed to be conducted. At present, the Company has no patents currently filed or patents pending.
Other than with respect to commercially available software products under standard end-user object code license agreements, there
are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the
Company Intellectual Property. The Company has not received any written notice or, to the Company’s knowledge, other communications
alleging that the Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks,
tradenames, copyrights, trade secrets, or other proprietary rights or processes of any other person or entity. To the Company’s
knowledge, none of the Company Intellectual Property violates or infringes any intellectual property rights of any other party.
To the Company’s knowledge, the Company Intellectual Property has not been breached by any third party. The Company has obtained
and possesses valid licenses or rights to use all of the software programs present on the computers and other software-enabled
electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the
Company’s business.


 


(f)          Capital.
The Company is currently authorized to issue One Hundred Million (100,000,000) shares of one
class of common stock, par value of $0.0001 (the “Common Stock”), and Five Million (5,000,000) shares of blank check
preferred stock with par value $0.0001 (“Preferred Stock”). As of April 30, 2012, and immediately prior to the Closing,
there are 53,853,075 shares of the Company’s Common Stock issued and outstanding. The Company has not yet issued any Preferred
Stock. Schedule 2(f) attached hereto sets forth the current and proforma capitalization of the Company, including
the number of shares of the following: (i) issued and outstanding Common Stock and Preferred Stock and (ii) issued stock options.
Except as set forth on Schedule 2(f) and as contemplated hereby and in connection with the Company’s current private
placement, there are no outstanding options, warrants, rights, (including conversion or preemptive rights) or agreements to purchase
or acquire from the Company any shares of Preferred Stock, Common Stock, or any securities convertible into or exchangeable for
shares of Preferred Stock or Common Stock.


 


(g)          Offering.
Assuming the accuracy of the representations and warranties of Purchaser contained in Section 3 hereof, the offer, issue, and sale
of the Shares are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933,
as amended (the “Act”).


 


(h)          Investment
Experience. The Company is an experienced investor and is able to fend for itself, can bear the economic risk of its investment,
and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of
the investment in the ICE Shares. The Company represents that it has not been organized for the purpose of acquiring the ICE Shares.


 



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(i)          Further
Limitations on Disposition. The Company further acknowledges that the ICE Shares are restricted securities under Rule 144 of
the Act, and, therefore, when issued by the Purchaser to the Company will contain a restrictive legend substantially similar to
the following:


 


THESE SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Without in any way
limiting the representations set forth above, the Company further agrees not to make any disposition of all or any portion of the
Securities unless and until:


 


(i)          There
is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance
with such registration statement; or


 


(ii)         The
Company shall have notified the Purchaser of the proposed disposition and shall have furnished the Purchaser with a detailed statement
of the circumstances surrounding the proposed disposition, and if reasonably requested by the Purchaser, the Company shall have
furnished the Purchaser with an opinion of counsel, reasonably satisfactory to the Purchaser, that such disposition will not require
registration under the Act or any applicable state securities laws.


 


Notwithstanding the
provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer
by the Company to a partner (or retired partner) of the Company, or transfers by gift, will, or intestate succession to any spouse
or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as
if they were purchasers hereunder.


 


3.            Representations
and Warranties of the Purchaser


 


(a)          Purchase
for Own Account. Purchaser represents that it is acquiring the Shares solely for its own account and beneficial interest for
investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling
(in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not
presently have reason to anticipate a change in such intention.


 


(b)          Ability
to Bear Economic Risk. Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents
that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time
and to suffer a complete loss of its investment.


 



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(c)           Satisfaction of
Due Diligence. The Purchaser acknowledges that the Company has produced and made available to the Purchaser an audited balance
sheet, compilation financial statements and any other documents desired by Purchaser and/or its representatives or advisors. Purchaser
acknowledges that it and/or its representatives and advisors have had the opportunity to obtain additional information to verify
the accuracy of the information provided by the Company and to evaluate the risks and merits of this investment. Purchaser acknowledges
that it and/or its representatives and advisors have had the opportunity to request documentation and ask questions of and receive
satisfactory production and/or satisfactory answers from the Company and that all such requests and questions have been satisfied
to the full satisfaction of the Purchaser.


 


(d)          Investment
Experience. The Purchaser is an investor in securities of companies in the development stage and acknowledges that it is able
to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment in the Securities. The Purchaser represents it
has not been organized for the purpose of acquiring the Shares.


 


(e)          Further
Limitations on Disposition. Purchaser further acknowledges that the Securities are restricted securities under Rule 144 of
the Act, and, therefore, when issued by the Company to the Purchaser will contain a restrictive legend substantially similar to
the following:


 


THESE SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Without in any way
limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the
Securities unless and until:


 


(i)          There
is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance
with such registration statement; or


 


(ii)         Purchaser
shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the
circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished
the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration
under the Act or any applicable state securities laws.


 


Notwithstanding the
provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer
by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse
or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as
if they were Purchasers hereunder.


 



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(f)           Purchaser
Authorization. The Purchaser is a corporation duly organized, validly existing, and in good standing under the laws
of the state of its incorporation. The Purchaser is empowered and duly authorized to enter into this
Agreement under any governing document, partnership agreement, trust instrument, pension plan, charter, certificate of incorporation,
bylaw provision or the like; this Agreement constitutes a valid and binding agreement of the Purchaser enforceable against the
Purchaser in accordance with its terms; and the person signing this Agreement on behalf of the Purchaser is empowered and duly
authorized to do so by the governing document or trust instrument, pension plan, charter, certificate of incorporation, bylaw provision,
board of directors or stockholder resolution, or the like.


 


(g)           The Company has
all requisite legal and corporate power and authority to execute and deliver this Agreement, (ii) to sell and issue the ICE Shares
and to carry out and perform its obligations under the terms of this Agreement.


 


(h)           The ICE Shares
have been duly authorized and, when issued and delivered in accordance with this Agreement will be validly issued, fully paid,
and non-assessable and free and clear of all liens, charges and encumbrances of any nature whatsoever, except for restrictions
under applicable federal and state securities laws.


 


(i)           Authorization.
All corporate action required to be taken by the Purchaser’s Board of Directors and stockholders for the Purchaser’s
authorization, execution, delivery and performance of the transactions contemplated hereunder, the authorization, sale, issuance
and delivery of the ICE Shares and the performance of all of the Purchaser’s obligations under this Agreement have been taken.
This Agreement and any related Transaction Documents, when executed and delivered by the Purchaser, shall constitute valid and
binding obligations of the Purchaser, enforceable in accordance with their respective terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or
affecting the enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies. The ICE Shares will be duly and validly reserved and, when issued
in compliance with the provisions of this Agreement and the Purchaser’s certificate of incorporation and bylaws (as each
may be amended from time to time), will be validly issued, fully paid, and nonassessable. The ICE Shares will be free of any liens
or encumbrances, security interest, claim, or right created by the Purchaser of third parties; provided, however, that the ICE
Shares are subject to restrictions on transfer under state and/or Federal securities laws.


 


(j)           Approvals.
No consent, approval, or authorization of or designation, declaration, or filing with any third party, including any governmental
authority, on the part of the Purchaser is required in connection with the valid execution and delivery of this Agreement or the
offer, sale, or issuance of the ICE Shares, or the consummation of any other transaction contemplated hereby, except (a) qualification
(or taking such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the
ICE Shares under applicable Blue Sky laws and (b) filing of a Form D with the Securities and Exchange Commission, and any applicable
state filings, which filings and qualifications, if required, will be accomplished in a timely manner.


 



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4.            CONDITIONS
TO CLOSING


 


(a)          Conditions
to Purchaser’s Obligations at the Closing. The obligations of the Purchaser to acquire the Shares at Closing are subject
to the fulfillment or waiver, on or before such Closing, of each of the following conditions:


 


(i)          each
of the representations and warranties of the Company contained in Section 2 shall be true and correct on and as of the Closing;


 


(ii)         the
Company shall have performed and complied with all agreements, obligations, and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing, shall not be in default under any of its obligations
to the Purchasers or other third parties, and shall have obtained all approvals, consents, and qualifications necessary to complete
the purchase and sale described herein;


 


(iii)        the
Board of Directors of the Company (or the appropriate governing body) shall have duly adopted resolutions and shall have taken
all action necessary for the purpose of authorizing the Company to consummate all of the transactions contemplated to occur at
the Closing hereby including, without limitation, the issuance of the Shares;


 


(iv)        the
Company shall have provided to the Purchaser reasonable documentation of the Company’s ability to utilize the intellectual
property owned or licensed by it in the achievement of its business objectives;


 


(v)         No
Material Adverse Effect shall have occurred that has not been cured by the Company to the satisfaction of the Purchaser, in its
sole discretion; and


 


As used in
this Agreement, “Material Adverse Effect” shall mean any fact, event, change, effect, condition, factor, or circumstance
that individually or in the aggregate with all other facts, events, changes, effects, conditions, factors, and circumstances (i)
is or is reasonably likely to be materially adverse to the business, assets, liabilities, financial condition, property, or results
of operations of either Party taken as a whole or (ii) impairs or adversely affects in any material respect the Party’s ability
to perform its obligations under this Agreement; provided, however that the following shall not be taken into account in determining
whether a Material Adverse Effect has occurred: (a) any change or effect resulting from changes in general economic conditions
in the United States or worldwide or (b) any change resulting from conditions generally affecting the industry in which the Party
conducts its business.


 



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(b)          Conditions
to Company’s Obligations. The obligations of the Company to sell and issue the Shares to the Purchaser at Closing are
subject to the fulfillment or waiver, on or before such Closing, of each of the following conditions:


 


(i)          each
of the representations and warranties of the Purchaser contained in Section 3 shall be true and correct on the date of the Closing;


 


(ii)         the
Purchaser shall have performed and complied with all agreements, obligations, and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing and shall have obtained all approvals, consents, and qualifications
necessary to complete the purchase and sale described herein;


 


(iii)        the
Purchaser shall have delivered to the Company payment in full by wire transfer of funds to the Company for the principal amount
of the Shares for that Closing; and


 


(iv)        the
Purchaser shall have delivered to the Company a stock certificate evidencing the Company’s ownership of the ICE Shares.


 


5.            Miscellaneous


 


(a)          Board
Membership. At the Closing the Purchaser shall have the right to elect one (1) individual selected by the Purchaser to the
Board of Directors of the Company. Purchaser shall have this right for three (3) years after the Closing. Upon the payment of the
Note in full, the Purchaser will have the right to elect a second director to the Board of Directors of the Company. Purchaser
shall have this right for three (3) years after the Closing. . The
Parties agree that their interests would be best served if the second director appointed by ICE had relevant industry knowledge,
and the Parties agree that they will consult prior to ICE appointing such a director. ICE may initiate future changes in such a
director’s appointment, subject to the same agreement to consult.


 


(b)          Right
of Participation. So long as the Purchaser is the owner of ten percent (10%) or more of the outstanding Common Stock of the
Company, the Purchaser shall have the right to participate, on a pro rata basis, in any future equity financing of the Company
on the terms pari passu with most the favorable investor in such an equity financing.


 


(c)          Survival
of Representations and Warranties. The representations, warranties, covenants, and agreements made herein or in any certificates
or documents executed in connection herewith shall survive the execution and delivery hereof and the Closings contemplated hereby
and shall bind the successors and assigns of the relevant Party, whether so expressed or not, and all such covenants, agreements,
representations and warranties shall inure to the benefit of the successors and assigns of the parties hereto and to transferees
of the Shares or Conversion Shares, whether so expressed or not.


 


(d)          Entire
Agreement. The Transaction Documents, including the Promissory Note constitute the full and entire understanding and agreement
among the parties hereto with respect to the subject matters hereof and thereof, and any and all other written or oral agreements
existing prior to or contemporaneously herewith are expressly superseded and canceled.


 



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(e)          Amendments,
Waivers and Consents. For the purposes of this Agreement and all agreements, documents, and instruments executed pursuant hereto,
except as otherwise specifically set forth herein or therein, no course of dealing between the Company on the one hand and the
Purchaser on the other and no delay on the part of any Party hereto in exercising any rights hereunder or thereunder shall operate
as a waiver of the rights hereof and thereof. Any term or provision hereof may be amended, terminated, or waived (either generally
or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Purchaser.
Any amendment or waiver effected in accordance with this Section 5(e) shall be binding upon each
holder of Shares purchased under this Agreement at the time outstanding (including Conversion Shares into which the Shares have
been converted), each future holder of all such securities and the Company.   


 


(f)          Notices
and Demands. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to
have been duly given if faxed (with transmission acknowledgment received), delivered personally or mailed by certified or registered
mail (return receipt requested) as follows:


 


	To the Company:	Epec Biofuels Holdings, Inc.
	 	1776 N. Pine Island Road, Suite 316
	 	Plantation, FL  33322
	 	Attention: Steve Relis, CFO
	 	 
	To the Purchaser:	Heartland Bridge Capital, Inc.
	 	1 International Boulevard - Suite 400
	 	Mahwah, NJ  07495-0027
	 	Attention: James F. Groelinger, CEO
	 	 
	With a copy to:	The Lebrecht Group, APLC
	 	9900 Research Drive
	 	Irvine, CA  92618
	 	Attention: Craig V. Butler, Esq.
	 	Facsimile No.: (949) 635-1244


 


or to such other address or fax number
of which any Party may notify the other Party as provided above. Notices shall be effective as of the date of such delivery, mailing
or fax.


 


(g)          Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder
of such provision or the other provisions of this Agreement.


 



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(h)          Counterparts.
This Agreement and any exhibit or schedule hereto may be executed in multiple counterparts, each of which shall constitute an original
but all of which shall constitute but one and the same instrument. One or more counterparts of this Agreement or any exhibit or
schedule hereto may be delivered via telecopier, with the intention that they shall have the same effect as an original counterpart
hereof.


 


(i)          Effect
of Headings; Construction. The descriptive headings in this Agreement have been inserted for convenience only and shall not
be deemed to limit or otherwise affect the construction of any provision thereof or hereof. The parties have participated jointly
in the negotiation and drafting of the Transaction Documents with counsel sophisticated in investment transactions. In the event
an ambiguity or question of intent or interpretation arises, this Agreement and the agreements, documents and instruments executed
and delivered in connection herewith shall be construed as if drafted jointly by the parties and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement and the agreements,
documents and instruments executed and delivered in connection herewith.


 


(j)          Governing
Law; Venue. This Agreement is executed pursuant to and shall be interpreted and governed for all purposes under the laws of
the State of Texas. Any cause of action brought to enforce any provision of this Agreement shall be brought in the appropriate
court in Fort Bend County, Texas. If any provision of this Agreement is declared void, such provision shall be deemed severed from
this Agreement, which shall otherwise remain in full force and effect. This Agreement shall supersede any previous agreements,
written or oral, expressed or implied, between the parties relating to the subject matter hereof.


 


(k)          Expenses.
Each Party shall pay their own expenses in connection with this Agreement and the Shares. In addition, should either Party commence
any action, suit or proceeding to enforce this Agreement or any term or provision hereof, then in addition to any other damages
or awards that may be granted to the prevailing Party, the prevailing Party shall be entitled to have and recover from the other
Party such prevailing Party’s reasonable attorneys’ fees and costs incurred in connection therewith.


 


(l)          Certain
Fees. Purchaser represents that it has not authorized any finders fees or agreed to pay any commission with respect to the
transactions contemplated by the Transaction Documents. Any brokerage or finder’s fees or commissions that may, are, or will
be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other
person with respect to the transactions contemplated by the Transaction Documents, or the concurrent private offering being conducted
by the Company. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf
of other persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated
by the Transaction Documents, or the concurrent private offering being conducted by the Company.





 


[signature page follows]


 



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In
Witness Whereof, the Parties have executed this Common Stock Purchase Agreement as of the date first written
above.


 


	 	THE COMPANY:
	 	 
	 	EPEC BIOFUELS HOLDINGS, INC.
	 	 
	 	By:	 
	 	 	Steven Vanechanos, Executive Chairman
	 	 
	 	THE PURCHASER:
	 	 
	 	INTERCORE ENERGY, INC.
	 	 
	 	By:	 
	 	 	James F. Groelinger, CEO


 



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SCHEDULE 2(f)


CAPITALIZATION 


 


The Company is currently
authorized to issue One Hundred Million (100,000,000) shares of one class of common stock, par value of $0.0001 (the “Common
Stock”), and Five Million (5,000,000) shares of blank check preferred stock with par value $0.0001 (“Preferred Stock”).


 


As of April 30, 2012,
and immediately prior to Closing, there are 53,853,075 shares of the Company’s Common Stock issued and outstanding (including
17,580,000 shares of Common Stock issued in connection the Company’s Restricted Stock Incentive Program and which remain
subject to forfeiture and termination, discussed below). The Company has not yet issued any Preferred Stock.


 


Warrants. In addition, as of April
30, 2012, the following warrants are outstanding: (i) 2,192,000 five year warrants exercisable at $0.75 (expire August 4, 2014);
(ii) 250,000 four year warrants exercisable at $1.00 (expire November 2013); (iii) 100,000 three year warrants exercisable at $0.25
(expire June 2013); and (iv) 1,000,000 three year warrants exercisable at $0.10 (ten cents) (expire January 2013); and (v) 1,500,000
four year warrants at $0.05 (five cents) (expire April 2016) issued in connection with the Bridge Loan (discussed below).



 


Restricted Stock Incentive Program.
Included in the total shares issued and outstanding as of April 30, 2012, are approximately 17,580,000 shares that have been issued
as part of incentive packages to certain consultants, executive officers and members of the board of directors of the Company,
as part of their compensation. These shares contain forfeiture provisions based on certain contingency events over the next 3 years.
Accordingly, the pro-forma capitalization table below includes these 17,580,000 shares as validly issued and outstanding although
these shares may be forfeited and cancelled to the extent that any of the defined contingencies, including resignation or removal
of the relevant consultants, executive officers and/or directors. In these circumstances, the total issued and outstanding shares
reflected and the pro-forma capitalization would be reduced accordingly.


 


Bridge Loan. In order to ensure
the Company’s ability to complete its intended SCP Transaction prior to the completion of this private placement, on April
24, 2012, the Board of Directors approved a short term bridge loan (the “Bridge Loan”) in the amount of $300,000 for
60 days, with 10% annual interest, along with the issuance of 1,500,000 warrants exercisable for four years at $0.05 (five cents)
per share. Co Vice Chairman and Director James R. Hyde and an unrelated third party individual (together the “Bridge Lenders”)
funded the Bridge Loan in two tranches of $150,000 each on or before May 1, 2012.


 


Settlement of Outstanding Debt.
As of April 30, 2012, the Company has total outstanding debts of $195,200, including $17,223 in current and trade accounts payables
and $177,977.51 in loans from certain shareholders (the “Shareholder Loans”) (excluding the Bridge Loan). On April
24, 2012 the Board of Directors approved a proposed repayment and settlement of all of the Shareholder Loans by 50% cash payment
and the balance in restricted common stock calculated at the same price of this private placement. Accordingly, the Company intends
to use approximately $88,988.75 of the proceeds of this private placement for debt settlement and conversion along with approximately
1,779,775 shares of Common Stock to settle the Shareholder Loans. The pro-forma capitalization table below includes an allocation
for the intended issuance of 1,779,775 shares of Common Stock for conversion of the Shareholder Loans. To the extent that the debt
holders agree to take a greater portion of the Shareholder Loans or other payables in stock, the Company reserves the right to
issue additional shares of Common Stock for the conversion of the Shareholder Loans or other accounts payable. The Company reserves
the right to vary the terms on a case by case matter in negotiating with the debt holders. (see footnote 2 below).


 



    	 



    	 



    

 


PRO-FORMA CAPITALIZATION TABLE


 


	EPEC Biofuels Holdings, Inc.	 	 	 
	Capitalization/Dilution table	 	 	 	 
	Common Shares Authorized	 	 	100,000,000	 
	Par value	 	$	0.0001	 
	Preferred Shares Authorized	 	 	5,000,000	 
	Par value	 	$	0.0001	 



 


	Pro-Forma of all Transactions	 	 	 	 	% of Shares 
Outstanding	 	 	Fully Diluted 
Basis	 
	 	 	 	 	 	 	 	 	 	 
	Common shares outstanding as of 4/30/12	 	 	53,853,075	 	 	 	100	%	 	 	66.8	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shares sold in this private placement (assuming fully subscribed)	 	 	25,000,000	 	 	 		 	 	 	31.0	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shares to be issued in connection with Settlement of outstanding debts (2)	 	 	1,779,775	 	 	 		 	 	 	2.2	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Shares	 	 	80,632,850	 	 	 		 	 	 	100.00	%



 


	 	 	Actual  
April 30, 2012	 	 	Fully Diluted

Basis (1)	 
	Common Stock; Outstanding (100,000,000 shares authorized $0.0001 par value),	 	 	53,853,075	 	 	 	85,674,850	 
	 	 	 	 	 	 	 	 	 
	Par Value of Common Stock Outstanding; 100,000,000 shares authorized $0.0001 par value	 	$	5,385	 	 	$	8,567	 
	 	 	 	 	 	 	 	 	 
	Preferred Stock; 5,000,000 shares authorized $0.0001 par, no shares issued and outstanding	 	 	-	 	 	 	-	 
	Paid in capital	 	$	4,566,444	 	 	 	7,996,250	 
	Accumulated deficit	 	 	(4,628,771	)	 	 	(4,628,771	)
	Total stockholders' equity (deficit)	 	 	(56,942	)	 	 	3,367,479	 
	Total capitalization	 	 	(56,942	)	 	 	3,367,479	 



 


(1) Fully diluted basis includes
the 25,000,000 shares intended to be sold in the current private placement along with the conversion of (i) 2,192,000 warrants
at $0.75; (ii) 250,000 warrants at $1.00; (iii) 100,000 warrants at $0.25; (iv) 1,000,000 warrants at $0.10 and (v) 1,500,000 warrants
at $0.05.


 



    	 



    	 



    

 


(2) See discussion above entitled
“Settlement of Outstanding Debt” in connection with conversion of Shareholder Loans to equity.


 


EXHIBIT A


 


Note