**Exhibit 10.2**

  

**ACQUISITION AGREEMENT**

 

This Acquisition Agreement(“Agreement”) is dated as of March 25, 2012 by and between The Company (to be renamed Lustros, Inc.), (“Lustros”)a Utah corporation (hereinafter referred to as the “Seller” or the “Company”) and Michael Forster and SLO3 Holdings, Inc. (collectively hereinafter referred to as the “Buyers”).

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**RECITALS**

 

WHEREAS, the Selleris in the business of copper mining and the manufacturing of food grade copper sulfate through its subsidiary, Bluestone S.A.,a Chilean development stage company. The Company also owns an additional asset, named Power-Save Energy Company (hereinafter referredto as the “Business”), a manufacturer of renewable energy and energy savings products; and,

 

WHEREAS, Seller desiresto sell the Business to the Buyers, which shall include, all of the assets of the Business including internet property rights andany other intellectual property described herein and all liabilities of the Business in consideration for the satisfaction of allamounts previously and currently owed to the Buyers by the Seller; and,

 

WHEREAS, the Buyersagrees to discharge all monies owed to them from the Seller in exchange for the transfer of title to all assets and intellectualproperty in the Business to the Buyers. Seller agrees to indemnify the Buyers and hold them harmless against any and causes ofaction relating to the Business.

 

**AGREEMENTS**

 

Therefore, for goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the signatories below agree as follows:

 

1.            Transaction.At the Closing (as defined in Section 6 herein) hereof, the Seller shall transfer and deliver to the Buyers, clear title in allof the Assets and Liabilities (as defined below) of the Business, whether tangible, intangible, real, personal or mixed, in exchangefor the discharge of all debts owed to the Buyers by the Seller as defined below (“Consideration'').

 

2.            Assets.The term “Assets” shall mean all assets of the Business, including, but not limited to the following:

 

(a)            Ownership to related domains; www.Power-Save.com; and

 

(b)            Trademarks and Copyrights related to Power-Save EnergyCompany; and

 

(c)            Web Portal of www.Power-Save.com to include all modes and codes; and

 

(d)            All account and legal books and records related to Power-Save Energy Company as it relates to the business of Power-SaveEnergy Company, with the exception of documents that pertain to the remaining public entity; and

 

(e)            All corporate documents and files as they related to the business of Power-Save Energy Company, including but not limitedto the business and marketing plans of Power-Save Energy Company, with the exception of documents that pertain to the remainingpublic entity.

 

(f)            All assets referred to or referenced within any audited financial statements of the Business in preparation or considerationof the Closing of this transaction, with the exception of documents that pertain to the remaining public entity.

 

3.            Liabilities.The term “Liabilities” shall mean all liabilities of the Business, including, but not limited to the following:

 

 (a)            Any Credit Cards, lines of credit, or bank debts; and

 

 (b)            Any Accounts Payable; and

 

 (c)            Any Law Suits, Claims existing.

  

 

4.            Consideration.The Purchase Price shall be satisfaction of any and all debts owed to Buyers by the Seller and the simultaneous transfer of clearand good title of the Assets in the Business by the Seller to the Buyers.

 

 (a)            Manner of Payment of the Consideration. Buyers are paying the Purchase Price by physically delivering this Agreement, executed in full, to the Seller at Closing, upon which the Seller shall deliver clear and good title to the Buyers.

 

5.            Closing.The term “Close,” “Closing,” “Closes” or “Closed” shall refer to the Closing ofthe various transactions contemplated hereby, all of which shall be deemed consummated when, and only when, the terms and conditionsas set forth herein have been fully complied with and the purchase by the Buyers of the Seller's Assets has occurred and is effectiveimmediately ("Closing Period") from the date of execution of this Agreement. Conversely, if the various transactionsproposed and/or discussed herein do not Close within the prescribed Closing Period, the various transactions contemplated hereinwill have failed and this Agreement shall automatically terminate.

 

6.            Conduct andTransactions of Seller Prior to the Closing. Between the date of execution of this Agreement and the Closing, the executiveofficers and Board of Directors of the Seller shall retain full control of the management and business thereof. In order to assureprotection and preservation of the Seller's assets, properties and businesses as well as the Seller's performance of its obligationsunder and related to this Agreement, the Seller agrees that from the date of this Agreement up to and including the Closing:

 

(a)            TheSeller shall preserve, or cause to be preserved substantially intact, its business organization, except such changes as may berequired, with the Buyer's consent, to effect the transactions contemplated hereby, and the Seller shall use its best efforts tokeep available the services of its present officers and principal employees, and to preserve its existing business relationships.

 

(b)            TheSeller agrees that prior to the Closing, it will not, without the prior written consent of the Buyers (which consent will not beunreasonably withheld):

 

(i)            Redeemdirectly or indirectly or agree to redeem, purchase, or otherwise acquire any of its capital stock or other ownership interest;

 

(ii)            Effecta split or reclassification of its capital stock, liquidate, recapitalize, or reorganize itself except as contemplated herein;

 

(iii)            Mergeor consolidate, or sell all or substantially all of its assets or enter into any agreement for such merger, consolidation, or saleof assets, except as required by the transactions contemplated by this Agreement;

 

(iv)            Changethe character of its business;

 

(v)            Exceptin the ordinary course of business, waive any contractual rights of substantial value;

 

(vi)            Breachany agreement to which the Seller is a party if such breach would have a material adverse effect on the business of the Seller.

 

(c)            TheSeller will exert its best efforts to fulfill in a timely manner all objectives and conditions to permit consummation of the transactionsas contemplated and execute and deliver to the Buyer any and all documents necessary, in the reasonable opinion of its counsel,to consummate the transactions contemplated by this Agreement, and cause the Subsidiaries to do the same.

 

 

7.            Conductand Transactions by the Buyers Prior to Closing. Between the date of this Agreement and the Closing, the Buyers shall useits best efforts to fulfill in a timely manner all objectives and conditions to permit consummation of the transactions as contemplatedherein and execute and deliver to the Seller any and all documents necessary, in the reasonable opinion of its counsel, to consummatethe transactions contemplated by this Agreement, and to cause its subsidiaries to do the same. In order to assure the continuityof the Buyer's business, financial condition, assets and properties as well as the Buyer's performance of its obligations underand related to this Agreement, the Buyer agrees as follows:

 

(a)            Fromthe date of this Agreement up to the Closing, the Buyers will operate its business in the ordinary course and shall preserve,or cause to be preserved substantially intact, its business organization, except for such changes as may be required to effectthe transactions contemplated by this Agreement.

 

(b)            Fromthe date of this Agreement up to and including the Closing, the Buyers will notify the Seller promptly of any material changesin the business, assets, financial condition or properties of the Buyers or their ability to assume the Associated Trade Liabilitiesdescribed herein.

 

8.            Conditions Precedent.

 

(a)            Neitherthe Buyers nor the Seller shall have (i) made a general assignment for the benefit of creditors, (ii) filed a petition in bankruptcy,or been adjudicated a bankrupt or insolvent, (iii) filed a petition seeking any reorganization, arrangement, imposition, readjustment,liquidation, dissolution or similar relief under any present or future bankruptcy or similar statute, law or regulations, (iv)filed an answer admitting or not contesting the material allegations of a petition against it in any such proceeding, or (v) soughtor consented to or acquiesced in the appointment of any trustee, receiver, or liquidator of any material part of its properties.

 

(b)            Thereshall not be pending any suit or action seeking to enjoin the transactions contemplated by this Agreement nor shall any judgment,temporary restraining order, injunction or similar relief restraining or inhibiting such transaction have been issued by any courtor governmental agency (other than any suit or action with respect to which it is not reasonable to believe that the transactionscontemplated by this Agreement may be enjoined). If any request for an injunction in connection with the transactions contemplatedby this Agreement is scheduled or granted, then the Closing shall not take place until after the disposition of such motion. Ifan injunction is granted, either party may terminate this Agreement.

 

9.            Closing Deliveries.On the date hereof the parties are executing and/or delivering such documents as are reasonably required in order to effectuatethe consummation of the transaction contemplated hereby.

 

10.            Taxes. Theparties hereto have been advised and have agreed to seek independent counsel regarding the tax consequences and certain liabilitiesthat may arise upon the Closing of this Agreement.

 

11.            Further Assurances.The Parties shall execute such further documents, and perform such further acts, as may be necessary to transfer and convey theAssets to Buyers, on the terms herein contained, and to otherwise comply with the terms of this Agreement and to consummate thetransaction contemplated hereby.

 

12.            Miscellaneous.

 

(a)            EntireAgreement. This Agreement and the instruments to be delivered by the parties pursuant to the provisions hereof constitute theentire agreement between the parties.

 

(b)            Survival;Nonwaiver. All representations and warranties shall survive the consummation of the transaction contemplated herein and fora period of two (2) years following the date hereof (and none shall merge into any instrument of conveyance) regardless of anyinvestigation or lack of investigation by any of the parties hereto. The failure in any one or more instances of a party to insistupon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege in this Agreementconferred, or the waiver by said party of any breach of any of the terms, covenants or conditions of this Agreement, shall notbe construed as a subsequent waiver of any such terms, covenants, conditions, right or privileges, but the same shall continueand remain in full force and effect as if no such forbearance or waiver had occurred. No waiver shall be effective unless it isin writing and signed by an authorized representative of the waiving party.

 

 

(c)            ApplicableLaw. This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, andeffect and in all other respects by the internal laws of the State of Utah applicable to contracts made in that State,without regard to any conflict of law principles of the State of Utah. Buyers and Seller irrevocably consent and submit tothe exclusive jurisdiction of any local, state or federal court State of Utah for enforcement of this Agreement. Buyers andSeller irrevocably waive any objection they may have to venue in the defense of an inconvenient forum to the maintenance ofsuch actions or proceedings to enforce this Agreement.

 

(d)            BindingEffect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and permittedassigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto, andtheir respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

 

(e)            Amendments.This Agreement shall not be modified or amended except pursuant to an instrument in writing executed and delivered on behalf ofeach of the parties hereto.

 

(f)            Headings.The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretationof this Agreement.

 

(g)            Severability.Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicablelaw, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicablelaw or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any otherjurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction so as to best give effect to theintent of the parties under this Agreement.

 

(h)            Counterparts.This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken togetherconstitute one and the same agreement.

 

(i)            NoStrict Construction. The parties hereto jointly participated in the negotiation of this Agreement. The language used in thisAgreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent, this Agreementshall be construed as if drafted jointly by the parties hereto, and no rule of strict construction shall be applied against anyperson or entity.

 

(j)            Interpretation.Whenever the term “include” or “including” is used in this Agreement, it shall mean “including, withoutlimitation,” (whether or not such language is specifically set forth) and shall not be deemed to limit the range of possibilitiesto those items specifically enumerated. The words “hereof”, “herein” and “hereunder” and wordsof similar import refer to this Agreement as a whole and not to any particular provision. Terms defined in the singular have acomparable meaning when used in the plural and vice versa.

 

(k)            Attorneys'Fees. In the event that either party hereto brings an action or proceeding against the other party to enforce or interpretany of the covenants, conditions, agreements or provisions of this Agreement, the prevailing party in such action or proceedingshall be entitled to recover all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys'fees, charges and disbursements actually incurred, and the reasonable fees and costs of expert witnesses actually incurred.

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**IN WITNESS WHEREOF,**the parties have executed this Asset Purchase Agreement on the date first above written.

 

 

 

 

 

 

 

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