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STOCK
REPURCHASE AND
DEBT
FORGIVENESS AGREEMENT
This
Stock Repurchase and Debt Forgiveness Agreement (this “Agreement”)
is made and entered into by and among Green Irons Holdings Corp., a Nevada
corporation (the “Company”),
and Sandy McDougall (“Stockholder”),
effective as of the date this Agreement is accepted by the Company in accordance
with Section 2
hereof.
RECITALS
WHEREAS,
as of the Closing (as defined below), the Stockholder is the record and
beneficial owner of an aggregate of four million six hundred sixteen six hundred
sixty six (4,616,666) shares (the “Shares”)
of the Company’s common stock, par value $0.001 per share (the “Common
Stock”);
WHEREAS,
the Company intends to enter into an Asset Purchase and Sale Agreement with
Alamo Oil Limited (“Alamo”)
(the “Asset
Purchase and Sale Agreement”); and
WHEREAS,
in consideration of Alamo’s willingness to enter into the transactions
contemplated by the Asset Purchase and Sale Agreement and in order to provide an
appropriate capital structure of the Company after the Closing, (a) the
Stockholder desires to have repurchased and the Company desires to repurchase
all of the Shares effective as of the Closing in exchange for Sixty One Thousand
Seventy Three U.S. Dollars (US$61,073.00) (“Purchase Price”), and (b) the
Stockholder shall release the Company from any obligation to pay any monies due
to the Stockholder.
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties hereto
agree as follows:
1. Events
to Occur on or Prior to Closing. The following events shall occur on or
prior to Closing:
(a) Purchase
of Shares. Upon the terms and subject to the conditions set
forth in this Agreement, at the Closing, Stockholder shall sell, transfer and
deliver to the Company, and the Company shall purchase and accept from
Stockholder, all of the Shares, free and clear of any and all charges,
mortgages, pledges, security interests, restrictions, claims, liens,
encumbrances or exceptions to title of any kind (collectively, “Liens”). Upon
the execution of this Agreement by the Stockholder, the Stockholder
shall deliver to the Company the certificate or certificates representing the
Shares, duly executed for transfer, or accompanied by stock powers duly executed
in blank (with a medallion guarantee or such other evidence of signature as the
Company’s transfer agent may require) transferring the Shares to the
Company.
(b) Payment
of Purchase Price. At the Closing, the Company shall pay to
Stockholder the Purchase Price in good and immediately available
funds.
(c) Forgiveness
of Debt. Upon the terms and subject to the conditions set forth in this
Agreement, at the Closing, the Stockholder hereby releases the Company from any
obligation to pay any monies due to the Stockholder. All amounts due to
Stockholder together with any accrued interest to date are hereby forgiven by
the Stockholder.
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2. Effectiveness of this
Agreement. The consummation of the transactions
contemplated hereby (the “Closing”)
shall take place at the offices of the Company or at such other place as the
parties may mutually agree, concurrent with the closing of the Asset Purchase
and Sale Agreement. In the event the Company does not close the Asset
Purchase and Sale Agreement, this Agreement shall not be executed by the Company
and shall not become effective. In that event, the Company shall
deliver to the Stockholder all certificates representing the
Shares.
3. Representations
of Stockholder. The Stockholder represents and warrants to the
Company, as of the date the Stockholder executes this Agreement and as of the
Closing Date, that:
(a) The
Stockholder has the legal capacity to execute, deliver and perform its
obligations under this Agreement. This Agreement has been duly
executed and delivered by the Stockholder and is a valid and legally binding
agreement of the Stockholder enforceable against the Stockholder in accordance
with its terms.
(b) The
Stockholder is the sole holder of record of the Shares (the “Stockholder’s
Shares”), and is the beneficial owner of the Stockholder’s Shares, free
and clear of all liens, and there exists no restriction on the transfer of the
Stockholder’s Shares to the Company. The Stockholder shall deliver to
the Company at Closing good and marketable title to the Stockholder’s Shares
free and clear of all liens.
(c) No action
has been taken by the Stockholder that would give rise to a claim against the
Company for a brokerage commission, finder’s fee or other like payment with
respect to the transactions contemplated by this Agreement.
4. Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada without regard to
conflict-of-laws rules.
5. Undertakings. The
Stockholder and the Company hereby agrees to take whatever additional action and
execute whatever additional documents may be reasonably necessary or advisable
in order to carry out or effect one or more of the provisions of this
Agreement.
6. Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.
7. Entire
Agreement. This Agreement and the agreements and instruments
to be delivered by the parties at Closing represent the entire understanding and
agreement between the parties and supersede all prior oral and written and all
contemporaneous oral negotiations, commitments and
understandings.
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IN
WITNESS WHEREOF, the parties have executed this Stock Repurchase and Debt
Forgiveness Agreement as of the dates set forth below.
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GREEN
IRONS HOLDINGS CORP.,
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a
Nevada corporation
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By: /s/ Philip Mann Date: November
18, 2009
Philip
Mann
Its: Chief
Financial Officer
Sandy
McDougall
/s/ Sandy McDougall
Date: November
18, 2009
Sandy
McDougall
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