UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934
Date of Report (Date of earliest event reported): December 5, 2012
CLEAN COAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada |
000-50053 |
26-1079442 |
(State or other jurisdiction |
(Commission |
(IRS employer |
of incorporation) |
File Number) |
identification number) |
295 Madison Avenue (12th Floor), New York, NY |
10017 |
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: (646) 710-3549
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On December 5, 2012, Clean Coal Technologies, Inc. (the Company ) entered into a stockpurchase agreement (the Purchase Agreement ) with Ventrillion Management Company Ltd ( Ventrillion ) relating to the issuance and sale of up to 300 million common shares of the Company ( Common Shares ) for up to $15,000,000. The Company had no material relationship with Ventrillion prior to this transaction.
On December 6, 2012, the Company closed the first tranche of the investment and issued 100 million Common Shares to Ventrillion in exchange for $4.0 million. The closing of the second and third tranches of the investment, 100 million Common Shares in exchange for $5.0 million and 100 million Common Shares for $6.0 million, respectively, are set to bewithin 6 months and 12 months of the agreement, respectively, and are subject to certain conditions, including, with respect to the second tranche of the investment, the receipt of stockholders approval of a reverse split of the Common Shares ( Stockholder Approval ) and completion of the Companys pilot plant and, with respect to the third tranche of the investment, thecommercialization of the Companys technology. Pursuant to the Purchase Agreement, Ventrillion was issued an option to purchase 40 million Common Shares of the Company at an exercise price of $0.00001 per share (the Option ),which will become exercisable if Stockholder Approval is not obtained by the Second Closing Date (as defined in the Purchase Agreement). Upon exercise of the Option, Ventrillion may elect to require the Company toseek Stockholder Approval again to allow Ventrillion to acquire the remaining 160 million Common Shares under the Purchase Agreement. If Ventrillion makes such election, the Company will be prohibited, with certain exceptions, from issuing Equity Securities (as defined in the Purchase Agreement) for a period of 12 months from the date of such notice, and after which, the Company may terminate its obligation to issue and sell the remaining 160 million Common Shares with no further liability.
The Purchase Agreement provides that Ventrillion shall have certain rights, and contains certain restrictive covenants in effect,so long as Ventrillion (or any Transferee (as defined in the Purchase Agreement)) beneficially ownsat least 10.0% of the outstanding Common Shares, including the right to board of director composition of no less than five and no more than six members, to nominate two directors to the board of directors of the Company (the Board ) and to require supermajority (at least 80.0%) voting approval for acts of the Board. The Purchase Agreement also contains other customary representations, warranties and agreements by the Company and Ventrillion, customary conditions to closing and other obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties.
The net proceeds to the Company of the closing of the first tranche was approximately $3.5 million, after deducting commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the investment for general corporate purposes and working capital, including the funding of the construction of its pilot plant and the commercialization of its technology.
The offering is being made pursuant to an exemption from registration under section 4(2) of the Securities Act of 1933, as amended (the Securities Act ). The Company has provided Ventrillion, pursuant to a registration rights agreement (the Registration Rights Agreement ), between the Company and Ventrillion, dated December 5, 2012, standard piggyback and demand registration rights with respect to the Common Sharesacquired and to be acquired by Ventrillion.
The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are not complete and are qualified in their entireties by reference to the full text of the Purchase Agreement and the Registration Rights Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K (this Report ) and incorporated by reference herein.
The Company issued a press release on December 6, 2012, announcing the closing of the first tranche of the offering, which press release is attached as Exhibit 99.1 to this Report.
Item 3.02 Unregistered Sales of Equity Securities
On December 6, 2012, the Company issued the Common Shares described in Item 1.01 of this Report in exchange for aggregate gross proceeds of $4.0 million. The details of this transaction are described in Item 1.01, which is incorporated in its entirety by reference into this Item 3.02.
The Common Shares have not been registered under the Securities Act or the securities laws of any state, and were offered and issued in reliance on the exemption from registration under the Securities Act, provided by Section 4(2) under the Securities Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The Board appointed two new members to the Board, Roland Taufiq Perdamaian and Ivy Santoso (the New Directors ), effective as of December 6, 2012. The New Directors were nominated for appointment by Ventrillion pursuant to its right to nominate two directors to the Board under the Purchase Agreement for so long as Ventrillon (or any Transferee) beneficially ownat least 10.0% of the outstanding Common Shares.Other than being Board nominees of Ventrillion, the New Directors have no material relationship with Ventrillion. The New Directors will be entitled to compensation as non-employee directors pursuant to the Companys current non-employee director compensation policy, previously disclosed in the Companys Definitive Proxy Statement relating to its 2012 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the SEC ) on May 4, 2012.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 6, 2012, the Board adopted the Companys amended and restated bylaws (the Bylaws ), which amend and restate the Companys prior bylaws to (i) opt out of provisions 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, (ii) amend the size of the Board to no less than five and no more than six and (iii) adopt a supermajority (at least 80.0%) voting approval for acts of the Board. A copy of the Bylaws is attached as Exhibit 3.1 to this Report and incorporated herein by reference.
The Company cautions you that statements included in this Report that are not a description of historical facts are forward-looking statements. Words such as believes, anticipates, plans, expects, indicates, will, intends, potential, suggests, assuming, designed and similar expressions are intended to identify forward-looking statements. These statements are based on the Companys current beliefs and expectations. These forward-looking statements include, but are not limited to, statements regarding the Companys expectations of completion of the offering, the expected proceeds therefrom, and the use of such proceeds. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this release due to the risks and uncertainties associated with market conditions and risks and uncertainties inherent in the Companys business; and other risks described in the Companys filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this Report to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
3.1
Amended and Restated Bylaws
10.1
Purchase Agreement, dated December 5, 2012, by and between Clean Coal Technologies, Inc. andVentrillion Management Company Ltd.
10.2
Registration Rights Agreement, dated December 5, 2012, by and between Clean Coal Technologies, Inc. andVentrillion Management Company Ltd.
99.1
Press Release dated December 6, 2012
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CLEAN COAL TECHNOLOGIES, INC. |
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Date: December 6, 2012 |
By: |
/s/ Robin Eves |
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Robin Eves Chief Executive Officer |
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EXHIBIT INDEX
3.1
Amended and Restated Bylaws
10.1
Purchase Agreement, dated November 28, 2012, by and between Clean Coal Technologies, Inc. andVentrillion Management Company Ltd.
10.2
Registration Rights Agreement, dated November 28, 2012, by and between Clean Coal Technologies, Inc. andVentrillion Management Company Ltd.
99.1
Press Release dated December 4, 2012
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Exhibit 3.1 to Clean Coal Technologies Form 8-K filed 12-6-12
AMENDED AND RESTATED BYLAWS OF CLEAN COAL TECHNOLOGIES, INC.
A Nevada Corporation
ARTICLE I
OFFICES
The principal office of the corporation shall be designated from time to time by the corporation and may be within or outside of Nevada. The corporation may have such other offices, either within or outside Nevada, as the board of directors may designate or as the business of the corporation may require from time to time. The registered office of the corporation required by the General Corporation Law of Nevada to be maintained in Nevada may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the board of directors.
ARTICLE II
SHAREHOLDERS
Section 1.
ANNUAL MEETING. The annual meeting of the shareholders shall be held on a date and at a time fixed by the board of directors of the corporation (or by the president in the absence of action by the board of directors), for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors is not held on the day fixed as provided herein, for any annual meeting of the shareholders, or any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as it may conveniently be held.
Section 2.
SPECIAL MEETINGS. Unless otherwise prescribed by statute, special meetings of the shareholders may be called for any purpose by the president or by the board of directors.
The president shall call a special meeting of the shareholders if the corporation receives one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by holders of shares representing at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the meeting.
Section 3.
PLACE OF MEETING. The board of directors may designate any place or telephonically, either within or outside Nevada, as the place for any annual meeting or any special meeting called by the board of directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or outside Nevada, as the place for such meeting. If no designation is made, or if a special meeting is called other than by the board, the place of meeting shall be the principal office of the corporation.
Section 4.
NOTICE OF MEETING. Written notice stating the place, date, and hour of the meeting shall be given not less than ten, nor more than sixty days before the date of the meeting, except if any other longer period is required by the General Corporation Law of Nevada. The secretary shall be required to give such notice only to shareholders entitled to vote at the meeting except as otherwise required by the General Corporation Law of Nevada. Notice of a special meeting shall include a description of the purpose or purposes of the meeting.
Notice of an annual meeting need not include a description of the purpose or purposes of the meeting except the purpose or purposes shall be stated with respect to (i) an amendment to the articles of incorporation of the corporation, (ii) a merger or share exchange in which the corporation is a party and, with respect to a share exchange, in which the corporation's shares will be acquired, (iii)a sale, lease, exchange or other disposition, other than in the usual and regular course of business, of all or substantially all of the property of the corporation or of another entity which this corporation controls, in each case with or without the goodwill, (iv) a dissolution of the corporation, (v) restatement of the articles of incorporation, or (vi) any other purpose for which a statement of purpose is required by the General Corporation Law of Nevada. Notice shall be given personally or by mail, private carrier, electronically transmitted facsimile or other form of wire or wireless communication by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed and if in a comprehensible form, such notice shall be deemed to be given and effective when deposited in the United States mail, properly addressed to the shareholder at his address as it appears in the corporation's current record of shareholders, with first class postage prepaid. If notice is given other than by mail, and provided that such notice is in a comprehensible form, the notice is given and to be effective when sent.
If requested by the person or persons lawfully calling such meeting, the secretary shall give notice thereof at corporate expense. No notice need be sent to any shareholder if three successive notices mailed to the last known address of such shareholder have been returned as undeliverable until such time as another address for such shareholder is made known to the corporation by such shareholder. In order to be entitled to receive notice of any meeting, a shareholder shall advise the corporation in writing of any change in such shareholder's mailing address as shown on the corporation's books and records.
When a meeting is adjourned to another date, time or place, notice need not be given of the new date, time or place if the new date, time or place of such meeting is announced before adjournment at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business, which may have been transacted at the original meeting.
If the adjournment is for more than 120 days, or if a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting as of the new record date. A shareholder may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such shareholder. Such waiver shall be delivered to the corporation for filing with the corporate records, but this delivery and filing shall not be conditions to the effectiveness of the waiver.
Further, by attending a meeting either in person or by proxy, a shareholder waives objection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to the holding of the meeting or the transaction of business at the meeting because of lack of notice or defective notice. By attending the meeting, the shareholder also waives any objection to any consideration at the meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.
Section 5.
FIXING OF RECORD DATE. For the purpose of determining shareholders entitled to (i) notice of or vote at any meeting of shareholders or any adjournment thereof, (ii) receive distributions or share dividends, (iii) demand a special meeting, or (iv) make a determination of shareholders for any other proper purpose, the board of directors may fix a future date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days, and, in case of a meeting of shareholders, not less than ten days, prior to the date on which the particular action requiring such determination of shareholders is to be taken.
If no record date is fixed by the directors, the record date shall be the day before the notice of the meeting is given to shareholders, or the date on which the resolution of the board of directors providing for a distribution is adopted, as the case may be. When a determination of shareholders entitled to vote at any meeting of shareholders is made as provided in this section, such determination shall apply to any adjournment thereof unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. Unless otherwise specified when the record date is fixed, the time of day for such determination shall be as of the corporation's close of business on the record date.
Notwithstanding the above, the record date for determining the shareholders entitled to take action without a meeting or entitled to be given notice of action so taken shall be the date a writing upon which the action is taken is first received by the corporation. The record date for determining shareholders entitled to demand a special meeting shall be the date of the earliest of any of the demands pursuant to which the meeting is called.
Section 6.
VOTING LISTS. After a record date is fixed for a shareholders' meeting, the secretary shall make, at the earlier of ten days before such meeting or two business days after notice of the meeting has been given, a complete list of the shareholders entitled to be given notice of such meeting or any adjournment thereof. The list shall be arranged by voting groups and within each voting group by class or series of shares, shall be in alphabetical order within each class or series, and shall show the address of and the number of shares of each class or series held by each shareholder. For the period beginning the earlier of ten days prior to the meeting or two business days after notice of the meeting is given and continuing through the meeting and any adjournment thereof, this list shall be kept on file at the principal office of the corporation, or at a place (which shall be identified in the notice) in the city where the meeting will be held. Such list shall be available for inspection on written demand by any shareholder(including for the purpose of this Section 6 any holder of voting trust certificates) or his agent or attorney during regular business hours and during the period available for inspection. The original share transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Any shareholder, his agent or attorney may copy the list during regular business hours and during the period it is available for inspection, provided (i) the shareholder has been a shareholder for at least three months immediately preceding the demand or holds at least five percent of all outstanding shares of any class of shares as of the date of the demand, (ii) the demand is made in good faith and for a purpose reasonably related to the demanding shareholder's interest as a shareholder, (iii) the shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect, (iv) the records are directly connected with the described purpose, and (v) the shareholder pays a reasonable charge covering the costs of labor and material for such copies, not to exceed the estimated cost of production and reproduction.
Section 7.
RECOGNITION PROCEDURE FOR BENEFICIAL OWNERS. The board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution may set forth (i) the types of nominees to which it applies, (ii) the rights or privileges that the corporation will recognize in a beneficial owner, which may include rights and privileges other ting, (iii) the form of certification and the information to be contained therein, (iv) if the certification is with respect to a record date, the time within which the certification must be received by the corporation, (v) the period for which the nominee's use of the procedure is effective, and (vi) such other provisions with respect to the procedure as the board deems necessary or desirable. Upon receipt by the corporation of a certificate complying with the procedure established by the board of directors, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the registered holders of the number of shares specified in place of the shareholder making the certification.
Section 8.
QUORUM AND MANNER OF ACTING. A majority of the votes entitled to be cast on a matter by a voting group represented in person or by proxy, shall constitute a quorum of that voting group for action on the matter. If less than a majority of such votes are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice, for a period not to exceed 120 days for any one adjournment. If a quorum is present at such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, unless the meeting is adjourned and a new record date is set for the adjourned meeting. If a quorum exists, action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the vote of a greater number or voting by classes is required by law or the articles of incorporation.
Section 9.
PROXIES. At all meetings of shareholders, a shareholder may vote by proxy by signing an appointment form or similar writing, either personally or by his duly authorized attorney-in-fact. A shareholder may also appoint a proxy by transmitting or authorizing the transmission of a facsimile or other electronic transmission providing a written statement of the appointment to the proxy, a proxy solicitor, proxy support service organization, or other person duly authorized by the proxy to receive appointments as agent for the proxy, or to the corporation. The transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the shareholder transmitted or authorized the transmission of the appointment. The proxy appointment form or similar writing shall be filed with the secretary of the corporation before or at the time of the meeting. The appointment of a proxy is effective when received by the corporation and is valid for eleven months unless a different period is expressly provided in the appointment form or similar writing. Any complete copy, including an electronically transmitted facsimile, of an appointment of a proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used. Revocation of a proxy does not affect the right of the corporation to accept the proxy's authority unless (i) the corporation had notice that the appointment was coupled with an interest and notice that such interest is extinguished is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment, or (ii) other notice of the revocation of the appointment is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment. Other notice of revocation may, in the discretion of the corporation, be deemed to include the appearance at a shareholders' meeting of the shareholder who granted the proxy and his voting in person on any matter subject to a vote at such meeting.
The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment. The corporation shall not be required to recognize an appointment made irrevocable if it has received a writing revoking the appointment signed by the shareholder (including a shareholder who is a successor to the shareholder who granted the proxy) either personally or by his attorney-in-fact, notwithstanding that the revocation may be a breach of an obligation of the shareholder to another person not to revoke the appointment. Subject to Section 11 and any express limitation on the proxy's authority appearing on the appointment form, the corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
Section 10.
VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote, except in the election of directors, and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the articles of incorporation as permitted by the General Corporation Law of Nevada. Cumulative voting shall not be permitted in the election of directors or for any other purpose. Each record holder of shares shall be entitled to vote in the election of directors and shall have as many votes for each of the shares owned by him as there are directors to be elected and for whose election he has the right to vote.
At each election of directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, shall be elected to the board of directors. Except as otherwise ordered by a court of competent jurisdiction upon a finding that the purpose of this Section would not be violated in the circumstances presented to the court, the shares of the corporation are not entitled to be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation except to the extent the second corporation holds the shares in a fiduciary capacity. Redeemable shares are not entitled to be voted after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
Section 11.
CORPORATION'S ACCEPTANCE OF VOTES. If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and give it effect as the act of the shareholder. If the name signed on a vote, consent, waiver, proxy appointment or proxy appointment revocation does not correspond to the name of a shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and to give it effect as the act of the shareholder if:
(i)
the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;
(ii)
the name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;
(iii)
the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;
(iv)
the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;
(v)
two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-tenants or fiduciaries, and the person signing appears to be acting on behalf of all the co-tenants or fiduciaries; or
(vi)
the acceptance of the vote, consent, waiver, proxy appointment or proxy appointment revocation is otherwise proper under rules established by the corporation that are not inconsistent with this Section 11.
The corporation is entitled to reject a vote, consent, waiver, proxy appointment or proxy appointment revocation if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.
Neither the corporation nor its officers nor any agent who accepts or rejects a vote, consent, waiver, proxy appointment or proxy appointment revocation in good faith and in accordance with the standards of this Section is liable in damages for the consequences of the acceptance or rejection.
Section 12.
INFORMAL ACTION BY SHAREHOLDERS. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent(or counterparts thereof) that sets forth the action so taken is signed by shareholders holding at least that proportion of the voting power necessary to approve such action and received by the corporation. Such consent shall have the same force and effect as a vote of the shareholders and may be stated as such in any document. Action taken under this Section 12 is effective as of the date the last writing necessary to effect the action is received by the corporation, unless all of the writings specify a different effective date, in which case such specified date shall be the effective date for such action. The record date for determining shareholders entitled to take action without a meeting is the date the corporation first receives a writing upon which the action is taken. Any shareholder who has signed a writing describing and consenting to action taken pursuant to this Section 12 may revoke such consent by a writing signed by the shareholder describing the action and stating that the shareholder's prior consent thereto is revoked, if such writing is received by the corporation before the effectiveness of the action.
Section 13.
MEETINGS BY TELECOMMUNICATION. Any or all of the shareholders may participate in an annual or special shareholders' meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1.
GENERAL POWERS. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors, except as otherwise provided in the General Corporation Law of Nevada or the articles of incorporation.
Section 2.
NUMBER, QUALIFICATIONS AND TERM. The number of directors of the corporation may be fixed from time to time by the board of directors, within a range of no less than five and no more than six, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. A director shall be a natural person who is eighteen years of age or older. A director need not be a resident of Nevada or a shareholder of the corporation. Directors shall be elected at each annual meeting of shareholders. Each director shall hold office until the next annual meeting of shareholders following his election and thereafter until his successor shall have been elected and qualified. Directors shall be removed in the manner provided by the General Corporation Law of Nevada. Any director may be removed by the shareholders of the voting group that elected the director, with cause, at a meeting called for that purpose in which a majority of the shareholders of the voting group is present. The notice of the meeting shall state that the purpose or one of the purposes of the meeting is removal of the director. A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal.
Section 3.
VACANCIES. Any director may resign at any time by giving written notice to the secretary. Such resignation shall take effect at the time the notice is received by the secretary unless the notice specifies a later effective date. Unless otherwise specified in the notice of resignation, the corporation's acceptance of such resignation shall not be necessary to make it effective. Any vacancy on the board of directors may be filled by the affirmative vote of a majority of the shareholders at a special meeting called for that purpose or by the board of directors. If the directors remaining in office constitute fewer than a quorum of the board, the directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If elected by the directors, the director shall hold office until the next annual shareholders' meeting at which directors are elected. If elected by the shareholders, the director shall hold office for the unexpired term of his predecessor in office; except that, if the director's predecessor was elected by the directors to fill a vacancy, the director elected by the shareholders shall hold office for the unexpired term of the last predecessor elected by the shareholders.
Section 4.
REGULAR MEETINGS. A regular meeting of the board of directors shall be held without notice immediately after and at the same place as the annual meeting of shareholders. The board of directors may provide by resolution the time and place, either within or outside Nevada, for the holding of additional regular meetings without other notice.
Section 5.
SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the president or any two of the directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or outside Nevada, as the place for holding any special meeting of the board of directors called by them.
Section 6.
NOTICE. Notice of the date, time and place of any special meeting shall be given to each director at least two days prior to the meeting by written notice either personally delivered or mailed to each director at his business address, or by notice transmitted by private courier, electronically transmitted facsimile or other form of wire or wireless communication. If mailed, such notice shall be deemed to be given and to be effective when deposited in the United States mail, properly addressed, with first class postage prepaid. If notice is given by electronically transmitted facsimile or other similar form of wire or wireless communication, such notice shall be deemed to be given and to be effective when sent. If a director has designated in writing one or more reasonable addresses or facsimile numbers for delivery of notice to him, notice sent by mail, electronically transmitted facsimile or other form of wire or wireless communication shall not be deemed to have been given or to be effective unless sent to such addresses or facsimile numbers, as the case may be. A director may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such director. Such waiver shall be delivered to the secretary for filing with the corporate records, but such delivery and filing shall not be conditions to the effectiveness of the waiver. Further, a director's attendance at or participation in a meeting waives any required notice to him of the meeting unless at the beginning of the meeting, or promptly upon his later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Section 7.
QUORUM. A majority of the number of directors fixed by the board of directors pursuant to Article III, Section 2 or, if no number is fixed, a majority of the number in office immediately before the meeting begins, shall constitute a quorum for the transaction of business at any meeting of the board of directors.
Section 8.
MANNER OF ACTING. The act of at least 80.0% of the authorized directors who are disinterested present at a meeting at which a quorum is present shall be the act of the bo ard of directors.
Section 9.
COMPENSATION. By resolution of the board of directors, any director may be paid any one or more of the following: his expenses, if any, of attendance at meetings, a fixed sum for attendance at each meeting, a stated salary as director, or such other compensation as the corporation and the director may reasonably agree upon. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
Section 10.
PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the board of directors or committee of the board at which action on any corporate matter is taken shall be presumed to have assented to all action taken at the meeting unless (i) the director objects at the beginning of the meeting, or promptly upon his arrival, to the holding of the meeting or the transaction of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting, (ii) the director contemporaneously requests that his dissent or abstention as to any specific action taken be entered in the minutes of the meeting, or(iii) the director causes written notice of his dissent or abstention as to any specific action to be received by the presiding officer of the meeting before its adjournment or by the secretary promptly after the adjournment of the meeting. A director may dissent to a specific action at a meeting, while assenting to others. The right to dissent to a specific action taken at a meeting of the board of directors or a committee of the board shall not be available to a director who voted in favor of such action.
Section 11.
COMMITTEES. By resolution adopted by a majority of all the directors in office when the action is taken, the board of directors may designate from among its members an executive committee and one or more other committees, and appoint one or more members of the board of directors to serve on them. To the extent provided in the resolution.
Sections 4, 5, 6, 7, 8 or 12 of Article III, which govern meetings, notice, waiver of notice, quorum, voting requirements and action without a meeting of the board of directors, shall apply to committees and their members appointed under this Section 11.
Neither the designation of any such committee, the delegation of authority to such committee, nor any action by such committee pursuant to its authority shall alone constitute compliance by any member of the board of directors or a member of the committee in question with his responsibility to conform to the standard of care set forth in Article III, Section 14 of these bylaws.
Section 12.
INFORMAL ACTION BY DIRECTORS. Any action required or permitted to be taken at a meeting of the directors or any committee designated by the board of directors may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by all of the directors entitled to vote with respect to the action taken. Such consent shall have the same force and effect as a unanimous vote of the directors or committee members and may be stated as such in any document. Unless the consent specifies a different effective time or date, action taken under this Section 12 is effective at the time or date the last director signs a writing describing the action taken, unless, before such time, any director has revoked his consent by a writing signed by the director and received by the president or the secretary of the corporation.
Section 13.
TELEPHONIC MEETINGS. The board of directors may permit any director (or any member of a committee designated by the board) to participate in a regular or special meeting of the board of directors or a committee thereof through the use of any means of communication by which all directors participating in the meeting can hear each other during the meeting. A director participating in a meeting in this manner is deemed to be present in person at the meeting.
Section 14.
STANDARD OF CARE. A director shall perform his duties as a director, including without limitation his duties as a member of any committee of the board, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the persons herein designated. However, he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance warranted. A director shall not be liable to the corporation or its shareholders for any action he takes or omits to take as a director if, in connection with such action or omission, he performs his duties in compliance with this Section 14.
The designated persons on whom a director is entitled to rely are (i) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent matters presented, (ii) legal counsel, public accountant, or other person as to matters which the director reasonably believes to be within such person's professional or expert competence, or (iii) a committee of the board of directors on which the director does not serve if the director reasonably believes the committee merits confidence.
ARTICLE IV
OFFICERS AND AGENTS
Section 1.
GENERAL. The officers of the corporation shall be a chief executive officer and/or president, a secretary and a treasurer, and may also include one or more vice presidents, each of which officer shall be appointed by the board of directors and shall be a natural person eighteen years of age or older. One person may hold more than one office. The board of directors or an officer or officers so authorized by the board may appoint such other officers, assistant officers, committees and agents, including a chairman of the board, assistant secretaries and assistant treasurers, as they may consider necessary. Except as expressly prescribed by these bylaws, the board of directors or the officer or officers authorized by the board shall from time to time determine the procedure for the appointment of officers, their authority and duties and their compensation, provided that the board of directors may change the authority, duties and compensation of any officer who is not appointed by the board.
Section 2.
APPOINTMENT AND TERM OF OFFICE. The officers of the corporation to be appointed by the board of directors shall be appointed at each annual meeting of the board held after each annual meeting of the shareholders. If the appointment of officers is not made at such meeting or if an officer or officers are to be appointed by another officer or officers of the corporation, such appointments shall be made as determined by the board of directors or the appointing person or persons. Each officer shall hold office until the first of the following occurs: his successor shall have been duly appointed and qualified, his death, his resignation, or his removal in the manner provided in Section 3.
Section 3.
RESIGNATION AND REMOVAL. An officer may resign at any time by giving written notice of resignation to the president, secretary or other person who appoints such officer. The resignation is effective when the notice is received by the corporation unless the notice specifies a later effective date.
Any officer or agent may be removed at any time with or without cause by the board of directors or an officer or officers authorized by the board. Such removal does not affect the contract rights, if any, of the corporation or of the person so removed. The appointment of an officer or agent shall not in itself create contract rights.
Section 4.
VACANCIES. A vacancy in any office, however occurring, may be filled by the board of directors, or by the officer or officers authorized by the board, for the unexpired portion of the officer's term. If an officer resigns and his resignation is made effective at a later date, the board of directors, or officer or officers authorized by the board, may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the board of directors or officer or officers authorized by the board provide that the successor shall not take office until the effective date. In the alternative, the board of directors, or officer or officers authorized by the board of directors, may remove the officer at any time before the effective date and may fill the resulting vacancy.
Section 5.
PRESIDENT. The president shall preside at all meetings of shareholders and all meetings of the board of directors unless the board of directors has appointed a chairman, vice chairman, or other officer of the board and has authorized such person to preside at meetings of the board of directors. Subject to the direction and supervision of the board of directors, the president shall be the chief executive officer of the corporation, and shall have general and active control of its affairs and business and general supervision of its officers, agents and employees. Unless otherwise directed by the board of directors, the president shall attend in person or by substitute appointed by him, or shall execute on behalf of the corporation written instruments appointing a proxy or proxies to represent the corporation, at all meetings of the shareholders of any other corporation in which the corporation holds any shares. On behalf of the corporation, the president may in person or by substitute or by proxy execute written waivers of notice and consents with respect to any such meetings. At all such meetings and otherwise, the president, in person or by substitute or proxy, may vote the shares held by the corporation, execute written consents and other instruments with respect to such shares, and exercise any and all rights and powers incident to the ownership of said shares, subject to the instructions, if any, of the board of directors. The president shall have custody of the treasurer's bond, if any. The president shall have additional authority and duties as are appropriate and customary for the office of president and chief executive officer, except as the same may be expanded or limited by the board of directors from time to time.
Section 6.
VICE PRESIDENTS. The vice presidents shall assist the president and shall perform such duties as may be assigned to them by the president or by the board of directors. In the absence of the president, the vice president, if any (or, if more than one, the vice presidents in the order designated by the board of directors, or if the board makes no such designation, then the vice president designated by the president, or if neither the board nor the president makes any such designation, the senior vice president as determined by first election to that office), shall powers and perform the duties of the president.
Section 7.
SECRETARY. The secretary shall (i) prepare and maintain as permanent records the minutes of the proceedings of the shareholders and the board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notice of meetings of shareholders and of the board of directors or any committee thereof, (ii) see that all notices are duly given in accordance with the provisions of these bylaws and as required by law, (iii) serve as custodian of the corporate records and of the seal of the corporation and affix the seal to all documents when authorized by the board of directors, (iv) keep at the corporation's registered office or principal place of business a record containing the names and addresses of all shareholders in a form that permits preparation of a list of shareholders arranged by voting group and by class or series of shares within each voting group, that is alphabetical within each class or series and that shows the address of, and the number of shares of each class or series held by, each shareholder, unless such a record shall be kept at the office of the corporation's transfer agent or registrar, (v) maintain at the corporation's principal office the originals or copies of the corporation's articles of incorporation, bylaws, minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years, all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group, a list of the names and business addresses of the current directors and officers, a copy of the corporation's most recent corporate report filed with the Secretary of State, and financial statements showing in reasonable detail the corporation's assets and liabilities and results of operations for the last three years, (vi) have general charge of the stock transfer books of the corporation, unless the corporation has a transfer agent, (vii) authenticate records of the corporation, and (viii) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary. The directors and/or shareholders may however respectively designate a person other than the secretary or assistant secretary to keep the minutes of their respective meetings. Any books, records, or minutes of the corporation may be in written form or in any form capable of being converted into written form within a reasonable time.
Section 8.
TREASURER. The treasurer shall be the principal financial officer of the corporation, shall have the care and custody of all funds, securities, evidences of indebtedness and other personal property of the corporation and shall deposit the same in accordance with the instructions of the board of directors. Subject to the limits imposed by the board of directors, he shall receive and give receipts and acquittances for money paid in on account of the corporation, and shall pay out of the corporation's funds on hand all bills, payrolls and other just debts of the corporation of whatever nature upon maturity. He shall perform all other duties incident to the office of the treasurer and, upon request of the board, shall make such reports to it as may be required at any time. He shall, if required by the board, give the corporation a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of his duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. He shall have such other powers and perform such other duties as may from time to time be prescribed by the board of directors or the president. The assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the treasurer.
The treasurer shall also be the principal accounting officer of the corporation. He shall prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account as required by the General Corporation Law of Nevada, prepare and file all local, state and federal tax returns, prescribe and maintain an adequate system of internal audit and prepare and furnish to the president and the board of directors statements of account showing the financial position of the corporation and the results of its operations.
ARTICLE V
SHARES
Section 1.
CERTIFICATES. The board of directors shall be authorized to issue any of its classes of shares with or without certificates. The fact that the shares are not represented by certificates, shall have no effect on the rights and obligations of shareholders. If the shares are represented by certificates, such shares shall be represented by consecutively numbered certificates signed, either manually or by facsimile, in the name of the corporation by the president. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, such certificate may nonetheless be issued by the corporation with the same effect as if he were such officer at the date of its issue. All certificates shall be consecutively numbered, and the names of the owners, the number of shares, and the date of issue shall be entered on the books of the corporation. Each certificate representing shares shall state upon its face:
(i)
That the corporation is organized under the laws of Nevada;
(ii)
The name of the person to whom issued;
(iii)
The number and class of the shares and the designation of the series, if any, that the certificate represents;
(iv)
The par value, if any, of each share represented by the certificate;
(v)
Any restrictions imposed by the corporation upon the transfer of the shares represented by the certificate.
If shares are not represented by certificates, within a reasonable time following the issue or transfer of such shares, the corporation shall send the shareholder a complete written statement of all of the information required to be provided to holders of uncertificated shares by the General Corporation Law of Delaware.
Section 2.
CONSIDERATION FOR SHARES. Certificated or uncertificated shares shall not be issued until the shares represented thereby are fully paid. The board of directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed or other securities of the corporation. Future services shall not constitute payment or partial payment for shares of the corporation. The promissory note of a subscriber or an affiliate of a subscriber shall not constitute payment or partial payment for shares of the corporation unless the note is negotiable and is secured by collateral, other than the shares being purchased, having a fair market value at least equal to the principal amount of the note. For purposes of this Section 2,promissory note means a negotiable instrument on which there is an obligation to pay independent of collateral and does not include a non-recourse note.
Section 3.
LOST CERTIFICATES. In case of the alleged loss, destruction or mutilation of a certificate of stock, the board of directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as the board may prescribe. The board of directors may in its discretion require an affidavit of lost certificate and/or a bond in such form and amount and with such surety as it may determine before issuing a new certificate.
Section 4.
TRANSFER OF SHARES. Upon surrender to the corporation or to a transfer agent of the corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and receipt of such documentary stamps as may be required by law and evidence of compliance with all applicable securities laws and other restrictions, the corporation shall issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of stock shall be entered on the stock books of the corporation, which shall be kept at its principal office or by the person and at the place designated by the board of directors.
Except as otherwise expressly provided in Article II, Sections 7 and 11, and except for the assertion of dissenters' rights to the extent provided in Article 113 of the Nevada General Corporation Law, the corporation shall be entitled to treat the registered holder of any shares of the corporation as the owner thereof for all purposes, and the corporation shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares on the part of any person other than the registered holder, including without limitation any purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such other person becomes the registered holder of such shares, whether or not the corporation shall have either actual or constructive notice of the claimed interest of such other person.
Section 5.
TRANSFER AGENT, REGISTRARS AND PAYING AGENTS. The board may at its on appoint one or more transfer agents, registrars and agents for making payment upon any class of stock, bond, debenture or other security of the corporation. Such agents and registrars may be located either within or outside Nevada. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.
ARTICLE VI
INDEMNIFICATION OF CERTAIN PERSONS
Section 1.
INDEMNIFICATION. For purposes of Article VI, a "Proper Person" means any person including the estate or personal representative of a director) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, or other enterprise or employee benefit plan. The corporation shall indemnify any Proper Person against reasonably incurred expenses (including attorneys fees), judgments, penalties, fines (including any excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding if it is determined by the groups set forth in Section 4 of this Article that he conducted himself in good faith and that he reasonably believed(i) in the case of conduct in his official capacity with the corporation, that his conduct was in the corporation's best interests, or (ii) in all other cases (except criminal cases), that his conduct was at least not opposed to the corporation's best interests, or (iii) in the case of any criminal proceeding, that he had no reasonable cause to believe his conduct was unlawful. Official capacity means, when used with respect to a director, the office of director and, when used with respect to any other Proper Person, the office in a corporation held by the officer or the employment, fiduciary or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the corporation. Official capacity does not include service for any other domestic or foreign corporation or other person or employee benefit plan.
A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement in (ii) of this Section 1. A director's conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirement of this section that he conduct himself in good faith.
No indemnification shall be made under this Article VI to a Proper Person with respect to any claim, issue or matter in connection with a proceeding by or in the right of a corporation in which the Proper Person was adjudged liable to the corporation or in connection with any proceeding charging that the Proper Person derived an improper personal benefit, whether or not involving action in an official capacity, in which he was adjudged liable on the basis that he derived an improper personal benefit. Further, indemnification under this section in connection with a proceeding brought by or in the right of the corporation shall be limited to reasonable expenses, including attorneys' fees, incurred in connection with the proceeding.
Section 2.
RIGHT TO INDEMNIFICATION. The corporation shall indemnify any Proper Person who was wholly successful, on the merits or otherwise, in defense of any action, suit, or proceeding as to which he was entitled to indemnification under Section 1 of this Article VI against expenses (including attorneys' fees) reasonably incurred by him in connection with the proceeding without the necessity of any action by the corporation other than the determination in good faith that the defense has been wholly successful.
Section 3.
EFFECT OF TERMINATION OF ACTION. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person seeking indemnification did not meet the standards of conduct described in Section 1 of this Article VI. Entry of a judgment by consent as part of a settlement shall not be deemed an adjudication of liability, as described in Section 2 of this Article VI.
Section 4.
GROUPS AUTHORIZED TO MAKE INDEMNIFICATION DETERMINATION. Except where there is a right to indemnification as set forth in Sections 1 or 2 of this Article or where indemnification is ordered by a court in Section 5, any indemnification shall be made by the corporation only as determined in the specific case by a proper group that indemnification of the Proper Person is permissible under the circumstances because he has met the applicable standards of conduct set forth in Section 1 of this Article. This determination shall be made by the board of directors by a majority vote of those present at a meeting at which a quorum is present, which quorum shall consist of directors not parties to the proceeding ("Quorum"). If a Quorum cannot be obtained, the determination shall be made by a majority vote of a committee of the board of directors designated by the board, which committee shall consist of two or more directors not parties to the proceeding, except that directors who are parties to the proceeding may participate in the designation of directors for the committee. If a Quorum of the board of directors cannot be obtained and the committee cannot be established, or even if a Quorum is obtained or the committee is designated and a majority of the directors constituting such Quorum or committee so directs, the determination shall be made by (i) independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in this Section 4 or, if a Quorum of the full board of directors cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board(including directors who are parties to the action) or (ii) a vote of the shareholders.
Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.
Section 5.
COURT-ORDERED INDEMNIFICATION. Any Proper Person may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction for mandatory indemnification under Section 2 of this Article, including indemnification for reasonable expenses incurred to obtain court-ordered indemnification. If a court determines that the Proper Person is entitled to indemnification under Section 2 of this Article, the court shall order indemnification, including the Proper Person's reasonable expenses incurred to obtain court-ordered indemnification. If the court determines that such Proper Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standards of conduct set forth in Section 1 of this Article or was adjudged liable in the proceeding, the court may order such indemnification as the court deems proper except that if the Proper Person has been adjudged liable, indemnification shall be limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.
Section 6.
ADVANCE OF EXPENSES. Reasonable expenses (including attorneys' fees) incurred in defending an action, suit or proceeding as described in Section 1 may be paid by the corporation to any Proper Person in advance of the final disposition of such action, suit or proceeding upon receipt of (i) a written affirmation of such Proper Person's good faith belief that he has met the standards of conduct prescribed by Section 1 of this Article VI, (ii) a written undertaking, executed personally or on the Proper Person's behalf, to repay such advances if it is ultimately determined that he did not meet the prescribed standards of conduct (the undertaking shall be an unlimited general obligation of the Proper Person but need not be secured and may be accepted without reference to financial ability to make repayment), and (iii) a determination is made by the proper group (as described in Section 4 of this Article VI) that the facts as then known to the group would not preclude indemnification. Determination and authorization of payments shall be made in the same manner specified in Section 4 of this Article VI.
Section 7.
ADDITIONAL INDEMNIFICATION TO CERTAIN PERSONS OTHER THAN DIRECTORS. In addition to the indemnification provided to officers, employees, fiduciaries or agents because of their status as Proper Persons under this Article, the corporation may also indemnify and advance expenses to them if they are not directors of the corporation to a greater extent than is provided in these bylaws, if not inconsistent with public policy, and if provided for by general or specific action of its board of directors or shareholders or by contract.
Section 8.
WITNESS EXPENSES. The sections of this Article VI do not limit the corporation's authority to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when he has not been made or named as a defendant or respondent in the proceeding.
ARTICLE VII
INSURANCE
Section 1.
PROVISION OF INSURANCE. By action of the board of directors, notwithstanding any interest of the directors in the action, the corporation may purchase and maintain insurance, in such scope and amounts as the board of directors deems appropriate, on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the corporation, or who, while a director, officer, employee, fiduciary or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, other enterprise or employee benefit plan, against any liability asserted against, or incurred by, him in that capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of Article VI or applicable law. Any such insurance may be procured from any insurance company designated by the board of directors of the corporation, whether such insurance company is formed under the laws of Nevada or any other jurisdiction of the United States or elsewhere, including any insurance company in which the corporation has an equity interest or any other interest, through share ownership or otherwise.
ARTICLE VIII
MISCELLANEOUS
Section 1.
SEAL. The board of directors may adopt a corporate seal, which shall contain the name of the corporation and the words, "Seal, Nevada."
Section 2.
FISCAL YEAR. The fiscal year of the corporation shall be as established by the board of directors.
Section 3.
AMENDMENTS. The board of directors shall have power, to the maximum extent permitted by the Nevada General Corporation Law, to make, amend and repeal the bylaws of the corporation at any regular or special meeting of the board. The shareholders also shall have the power to make, amend or repeal the bylaws of the corporation at any annual meeting or at any special meeting called for that purpose.
Section 4.
RECEIPT OF NOTICES BY THE CORPORATION. Notices, shareholder writings consenting to action, and other documents or writings shall be deemed to have been received by the corporation when they are actually received: (1) at the registered office of the corporation in Nevada; (2) at the principal office of the corporation (as that office is designated in the most recent document filed by the corporation with the secretary of state for Nevada designating a principal office) addressed to the attention of the secretary of the corporation; (3) by the secretary of the corporation wherever the secretary may be found; or (4) by any other person authorized from time to time by the board of directors or the president to receive such writings, wherever such person is found.
Section 5.
GENDER. The masculine gender is used in these bylaws as a matter of convenience only and shall be interpreted to include the feminine and neuter genders as the circumstances indicate.
Section 6.
CONFLICTS. In the event of any irreconcilable conflict between these bylaws and either the corporation's articles of incorporation or applicable law, the latter shall control.
Section 7.
OPT-OUT OF RESTRICTIONS ON ACQUISITIONS OF CONTROLLING INTEREST. The corporation shall not be governed by or subject to NRS 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes.
Section 8.
DEFINITIONS. Except as otherwise specifically provided in these bylaws, all terms used in these bylaws shall have the same definition as in the General Corporation Law of Nevada.
Exhibit 10.1 to Clean Coal Technologies Form 8-K filed 12-6-12
EXECUTION VERSION
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this Agreement ) is made and effective as of December 5, 2012, by and between VENTRILLION MANAGEMENT COMPANY LTD ( Ventrillion ), a company incorporated under the laws of the Republic of Seychelles, having its principal offices at Oliaji Trade Centre 1st Floor, Victoria Mahe, Seychelles and CLEAN COAL TECHNOLOGIES, INC. ( CCTI ), a corporation established under the laws of Nevada, USA and having its principal offices at 295 Madison Avenue, New York, NY 10017. Capitalized terms not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Section 10.13.
RECITALS
WHEREAS, CCTI wishes to privately place, and Ventrillion wishes to subscribe, up to a total of 300,000,000 (three hundred million) common shares of CCTI (the New Common Shares ), upon the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1.
PURCHASE AND SALE OF NEW COMMON SHARES; CLOSINGS.
1.1
Purchase and Sale of New Common Shares . Subject to the terms and conditions hereof, at the First Closing, CCTI shall issue and sell to Ventrillion, 100,000,000 (one hundred million) New Common Shares (the First Closing Common Shares ), and Ventrillion agrees to purchase the First Closing Common Shares at the purchase price of US$4,000,000 (the Purchase Price ).
1.2
Agreement to purchase further New Common Shares . Ventrillion hereby agrees as follows:
(a)
subject to the satisfaction of the conditions set out in Section 5.1(a), to purchase 100,000,000 (one hundred million) New Common Shares at a price of US five cents (US$0.05) per share (the Second Closing Common Shares ) (as adjusted for stock splits, combinations and other similar events), by the Second Closing Date; and
(b)
subject to the satisfaction of the conditions set out in Section 5.1(b), to purchase 100,000,000 (one hundred million) New Common Shares at a price of US six cents (US$0.06) per share (the Third Closing Common Shares ) (as adjusted for stock splits, combinations and other similar events), by the Third Closing Date.
1.3
Closings .
To effect the issue, sale and purchase of the New Common Shares, and the delivery of the relevant purchase price, CCTI shall, on the relevant Closing Date, deliver the following:
(a)
on the First Closing Date:
(i)
Certificate of New Common Shares . CCTI shall execute and deliver to Ventrillion a certificate representing all of the First Closing Common Shares, duly registered in the name of Ventrillion (or its nominee or designee as Ventrillion shall specify to CCTI prior to the First Closing), together with any other documents and instruments, as shall be necessary or appropriate to warrant and vest in Ventrillion good and marketable right, title and interest in and to all of the First Closing Common Shares free of any and all Encumbrances.
(ii)
Certificates . CCTI shall provide to Ventrillion:
(1)
a certificate executed by an officer of CCTI, certifying as of the date hereof, a true and correct copy of the resolutions of the Board of Directors of CCTI (the Board ) authorizing (A) the execution, delivery and performance of this Agreement, the Registration Rights Agreement and any other agreements relating to the issue and sale of the First Closing Common Shares, (B) the appointment to the Board, two directors nominated by Ventrillion and (C) the amendment of the bylaws of CCTI to give effect to Section 6.1 and to elect not to be governed by NRS 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes;
(2)
copies of the Organizational Documents of CCTI and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Nevada;
(iii)
Legal Opinion. A legal opinion of Armstrong Teasdale, special Nevada counsel to CCTI, in substantially the form attached hereto as Exhibit A , relating to the following matters:
(1)
the enforceability of the terms of this Agreement (including but not limited to Section 6.1 and Section 9) and the Registration Rights Agreement;
(2)
that the First Closing Common Shares are duly authorized and validly issued and are fully paid and non-assessable as of the First Closing Date, and the Second Closing Common Shares, the Third Closing Common Shares and the Option Shares, shall, when issued, be duly authorized and validly issued and fully paid and non-assessable;
(3)
other than the Stockholders Approvals, no consents
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or approvals are required to be obtained under the Organizational Documents of CCTI or Nevada law in order to consummate the transactions contemplated hereby;
(4)
following the completion of the sale and purchase of the First Closing Common Shares in accordance with the terms of this Agreement, the right of Ventrillion to vote the First Closing Common Shares at a stockholders meeting convened in accordance with Section 4.1(a); and
(5)
the amendments to the bylaws of CCTI to give effect to Section 6.1 and to elect not to be governed by NRS 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes have been duly authorized and effected and are in full force and effect; and
(iv)
Registration Rights Agreement. A registration rights agreement dated the date hereof, duly executed by CCTI, in the form attached hereto as Exhibit B (the Registration Rights Agreement ).
(v)
Other Closing Matters . CCTI shall take all additional reasonable steps as may be reasonably necessary, including the execution and delivery of additional documents, to consummate the transactions contemplated hereby.
(b)
on the day falling on the six-month anniversary date of this Agreement, which, if it is not a business day, shall be the business day falling immediately after such date (unless parties agree otherwise and, for the avoidance of doubt, if any of the conditions set out in Section 5.1(a) is not satisfied by or on such date, only Ventrillion shall have the right to waive any of such conditions) (the Second Closing Date ):
(i)
Certificate of New Common Shares . CCTI shall execute and deliver to Ventrillion a certificate representing all of the Second Closing Common Shares, duly registered in the name of Ventrillion (or its nominee or designee as Ventrillion shall specify to CCTI prior to the Second Closing), together with any other documents and instruments, as shall be necessary or appropriate to warrant and vest in Ventrillion good and marketable right, title and interest in and to all of the Second Closing Common Shares free of any and all Encumbrances.
(ii)
Certificates . CCTI shall provide to Ventrillion:
(1)
a certificate executed by an officer of CCTI, dated as of the Second Closing Date, certifying (A) that the Stockholders Approvals have been obtained and (B) a true and correct copy of the resolutions of the Board authorizing the amendment of the articles of incorporation of CCTI to implement the Stockholders Approvals;
(2)
copies of the amended articles of incorporation of CCTI implementing the Stockholders Approvals, certified as of a recent date by the Secretary of State of the State of Nevada;
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(3)
a certificate of a duly authorized officer of CCTI, dated as of the Second Closing Date, certifying that the applicable conditions set forth in Section 5.1(a), as they relate to the delivery of such certificate, have been met and satisfied;
(iii)
Other Closing Matters . CCTI shall take all additional reasonable steps as may be reasonably necessary, including the execution and delivery of additional documents, to consummate the transactions contemplated hereby.
(c)
on the day falling on the twelve-month anniversary date of this Agreement, which, if it is not a business day, shall be the business day falling immediately after such date (unless parties agree otherwise and, for the avoidance of doubt, if any of the conditions set out in Section 5.1(b) is not satisfied by or on such date, only Ventrillion shall have the right to waive any of such conditions) (the Third Closing Date ):
(i)
Certificate of New Common Shares . CCTI shall execute and deliver to Ventrillion a certificate representing all of the Third Closing Common Shares, duly registered in the name of Ventrillion (or its nominee or designee as Ventrillion shall specify to CCTI prior to the Third Closing), together with any other documents and instruments, as shall be necessary or appropriate to warrant and vest in Ventrillion good and marketable right, title and interest in and to all of the Third Closing Common Shares free of any and all Encumbrances.
(ii)
Certificates . CCTI shall provide to Ventrillion a certificate of a duly authorized officer of CCTI, dated as of the Third Closing Date, certifying that the applicable conditions set forth in Section 5.1(b), as they relate to the delivery of such certificate, have been met and satisfied;
(iii)
Other Closing Matters . CCTI shall take all additional reasonable steps as may be reasonably necessary, including the execution and delivery of additional documents, to consummate the transactions contemplated hereby.
1.4
Payment of Purchase Price at each Closing . Upon the terms and subject to the conditions contained herein, Ventrillion shall on each relevant Closing Date pay by wire transfer to an account notified by CCTI to Ventrillion in writing prior to each Closing Date, the following amounts:
(i)
on the First Closing Date, as payment for the First Closing Common Shares, the aggregate amount of US$3,750,000, which together with the amount of US$250,000 that had been paid prior to the date of this Agreement to CCTI and which CCTI hereby acknowledges receipt of, shall comprise the Purchase Price;
(ii)
on the Second Closing Date, the aggregate amount of US$5,000,000 as payment for the Second Closing Common Shares; and
(iii)
on the Third Closing Date, the aggregate amount of US$6,000,000 as payment for the Third Closing Common Shares,
provided that in each case, Ventrillion shall be deemed to have made payment to
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CCTI in compliance with this Section 1.4 by delivering to CCTI on the relevant Closing Date an irrevocable payment instruction to pay such monies to the account specified by CCTI.
1.5
Option to acquire common shares . CCTI hereby grants Ventrillion an option to acquire 40,000,000 (forty million) common shares of CCTI (as adjusted for stock splits, combinations and other similar events) (the Option Shares ) at an aggregate exercise price of US$0.00001 per share (the Option ). The Option is only exercisable by Ventrillion upon the occurrence of events set out in Section 9.1.
2.
REPRESENTATIONS AND WARRANTIES OF CCTI.
As an inducement to Ventrillion to enter into this Agreement, CCTI represents and warrants to Ventrillion, as of the date hereof, as follows:
2.1
Organization. CCTI is a company duly organized and validly existing under the Laws of Nevada and has the requisite corporate power and authority to carry on its business as it is now being conducted. CCTI is in good standing under the Laws of Nevada.
2.2
Due Authorization; Enforceability. CCTI will have all right, corporate power and authority to enter into, execute and deliver this Agreement and the Registration Rights Agreement. The execution and delivery by CCTI of this Agreement and the Registration Rights Agreement and, the compliance by CCTI with each of the provisions of this Agreement (subject to obtaining the Stockholders Approvals) and the Registration Rights Agreement are within the corporate power and authority of CCTI and have been duly authorized by all requisite corporate and other action of CCTI. This Agreement and the Registration Rights Agreement have been duly and validly executed and delivered by CCTI, and this Agreement and the Registration Rights Agreement constitute legal, valid and binding agreements of CCTI, enforceable against CCTI in accordance with its respective terms, except as such enforcement is limited by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally and for limitation imposed by general principles of equity, regardless of whether enforcement is sought at law or in equity and insofar as indemnification and contribution provisions may be limited by applicable Law.
2.3
Subsidiaries. Apart from Good Coal PTE. Ltd., CCTI does not own any securities or other interests in any corporation or other Person having the power to elect a majority of that corporations or other Persons board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person.
2.4
Capitalization.
(a)
As of the date of this Agreement, before giving effect to the transactions contemplated hereby, the authorized capital of CCTI is 975,000,000 common shares, of which 751,067,644 common shares are issued and outstanding. All of the outstanding Equity Securities of CCTI have been duly authorized and validly issued and are fully paid and non-assessable.
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(b)
Except as set forth in Section 2.4(b) of the Disclosure Schedule or in the SEC Reports, there are no (i) outstanding subscriptions, warrants, options, calls, rights of first offer, rights of first refusal, tag along rights, drag along rights, subscription rights, conversion rights, exchange rights, or commitments or rights of any character relating to or entitling any Person to purchase or otherwise acquire any Equity Securities of CCTI or requiring CCTI to issue or sell any Equity Securities, (ii) obligations or securities convertible into or exchangeable for shares of any Equity Securities of CCTI or any commitments of any character relating to or entitling any Person to purchase or otherwise acquire any such obligations or securities, (iii) statutory preemptive rights or preemptive rights granted under the Organizational Documents of CCTI, or (iv) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to CCTI. There are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the purchase, sale, transfer or voting of the outstanding shares of Equity Securities of CCTI. There are no Commitments under which CCTI is obligated to repurchase, redeem, retire or otherwise acquire any Equity Securities of CCTI.
(c)
The New Common Shares, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized and validly issued and outstanding, fully paid and non-assessable (in jurisdictions where such concept is recognized), free and clear of any and all Encumbrances and not subject to the preemptive or other similar rights of any shareholders of CCTI, other than restrictions imposed by applicable securities Laws, including, but not limited to, the Nevada Revised Statutes, and as set forth in the Registration Rights Agreement.
(d)
The Option Shares issuable upon the occurrence of events set out in Section 9.1 will have been validly reserved for issuance, and when issued, will be duly authorized, fully paid and non-assessable (in jurisdictions where such concept is recognized), free and clear of any and all Encumbrances and not subject to the preemptive or other similar rights of any shareholders of CCTI, other than restrictions imposed by applicable securities Laws, including, but not limited to, the Nevada Revised Statutes, and as set forth in the Registration Rights Agreement.
2.5
SEC Reports. CCTI has filed all SEC Reports and when filed, each SEC Report was in compliance in all material respects with the requirements of its report form, the Exchange Act and the Securities Act. All proxy statements, reports, registration statements, schedules, forms and other documents required to be filed with the SEC by CCTI under the Exchange Act and the Securities Act after the date hereof through the relevant Closing Date will, if and when filed, be in compliance in all material respects with the requirements of its respective report form, the Exchange Act and the Securities Act and will not, at the time they are filed or declared effective, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that any failure by CCTI to file any proxy statement, report, registration statement, schedule, form and other documents shall not constitute a breach of this Section 2.5.
2.6
Financial Statements. The Financial Statements (i) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with
6
respect thereto as in effect at the time of filing, (ii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and (iii) present fairly in all material respects the financial position of CCTI as of the respective dates thereof and the results of operations, stockholders equity/deficit and cash flows for the periods covered thereby subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Since the Latest Balance Sheet Date, there has been no material change in any of the significant accounting policies, practices or procedures of CCTI.
2.7
Internal Controls
. Except as otherwise disclosed in the SEC Reports, since August 1, 2010, CCTI has maintained, and CCTI currently maintains, systems of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with managements general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, and to maintain accountability for assets, (c) access to assets is permitted only in accordance with managements general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
2.8
Absence of Undisclosed Liabilities and Changes.
(a)
CCTI does not have any Liabilities (whether known, absolute, accrued, or contingent) except for (i) Liabilities reflected or reserved against in the audited balance sheet of CCTI for the latest fiscal year then ended (the Audited Balance Sheet Date ) or the Latest Balance Sheet Date that have not been paid or discharged since the date thereof, and CCTI has paid or discharged all Liabilities as they have become due since the Latest Balance Sheet Date, and (ii) current Liabilities not exceeding in aggregate $100,000 incurred since the respective dates thereof.
(b)
Since the Audited Balance Sheet Date, except as disclosed in the SEC Reports, CCTI has operated its business only in the ordinary course and during such period CCTI has not undertaken any extraordinary transactions or major corporate actions including any of the following: (i) appointing or replacing CCTI s chief executive officer; (ii) any material acquisitions or dispositions; (iii) any mergers, consolidations or reorganizations; (iv) any issuances of securities (other than pursuant to existing equity plans of CCTI); (v) incurrence of any material Indebtedness; (vi) any material capital expenditures; (vii) commencement of bankruptcy or other insolvency proceedings; and (viii) any affiliate transactions.
2.9
Books and Records
. Since August 1, 2010, CCTI has made and kept, and has made available to Ventrillion for inspection true and complete copies of, all books and records, accounts and other records, which, in reasonable detail, fairly reflect the transactions and dispositions of the assets and the other activities of CCTI in all material respects.
2.10
Litigation. Except as set forth in the SEC Reports, there is no claim, action, suit, investigation or proceeding ( Litigation ) pending or, to CCTIs Knowledge, threatened before
7
any court, arbitrator or other Governmental Entity. Except as disclosed in the SEC Reports, CCTI is not in default under or in breach of any order, judgment, injunction or decree of any court, arbitrator or other Governmental Entity.
2.11
No Conflicts or Violation; Consents and Approvals. Neither the execution, delivery or performance by CCTI of this Agreement or the Registration Rights Agreement, nor the consummation of the transactions contemplated hereby or under the Registration Rights Agreements will:
(a)
(i) conflict with, or result in a breach or a violation of, any provision of the Organizational Documents of CCTI (assuming CCTI obtains the Stockholders Approvals prior to the Second Closing Date) and (ii) constitute a breach, violation or default, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under any (1) Law applicable to or binding on CCTI or (2) provision of any Commitment to which CCTI is a party, except in the case of clause (a)(ii)(2), where such conflict, breach, violation or default would not result in a Material Adverse Change (as defined below); and
(b)
apart from the Stockholders Approvals, the FINRA notification of corporate action, any filings that may be required under the HSR Act, the filing of a Form D with the SEC after each issuance of the New Common Shares and CCTIs obligations pursuant to the Registration Rights Agreement, require CCTI to make or obtain the consent, waiver, agreement, approval, permit or authorization of, or declaration, filing, notice or registration to or with, or assignment by, any Governmental Entity or any Person that is not a Governmental Entity (including any party to any Commitment to which CCTI is a party to), except in the case of clause (b), where the failure to obtain consent would not result in a Material Adverse Change.
2.12
Regulatory Matters . CCTI has all licenses, permits, certificates, consents, waivers, registrations or other regulatory authorizations from the appropriate Governmental Entity in each applicable jurisdiction for the conduct of their business as presently conducted and for the ownership, lease or operation of CCTI s properties, except where the failure to obtain any of the foregoing would not result in a Material Adverse Change.
2.13
Compliance with Laws . Except as otherwise disclosed in the SEC Reports, CCTI is in compliance in all material respects with all applicable Laws, and CCTI has not received any notice of any alleged material violation of any Law applicable to it. Except as otherwise disclosed in the SEC Reports, to CCTIs Knowledge, no investigations, inquiries or reviews by any Governmental Entity with respect to CCTI have been commenced and no such investigations, inquiries or reviews are pending or, to CCTIs knowledge, threatened and no event has occurred or circumstance exists that would reasonably be expected to give rise to or serve as a basis for the commencement of any such investigation, inquiry or review.
2.14
Taxes.
(a)
Since August 1, 2010, (i) CCTI has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it, (ii) all Taxes due and owing by
8
CCTI (whether or not shown on any Tax Returns) have been paid, and (iii) no claim has been made by an authority in a jurisdiction where CCTI does not file Tax Returns that it is or may be subject to taxation by that jurisdiction, except such claims as would not result in a Material Adverse Change.
(b)
Since August 1, 2010, no deficiencies for Taxes of CCTI have been claimed, proposed or assessed by any Governmental Entity. There are no pending or, to CCTIs Knowledge, threatened audits, assessments or other actions for or relating to any liability in respect of Taxes of CCTI, and there are no matters under discussion with any Governmental Entity with respect to Taxes that are likely to result in an additional material Liability for Taxes with respect to CCTI. CCTI has not, since August 1, 2010, waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, nor has any request been made in writing for any such extension or waiver. Since the Audited Balance Sheet Date or the Latest Balance Sheet Date, CCTI has not incurred any liability for Taxes outside the ordinary course of business.
2.15
Intellectual Property; Technology .
(a)
Section 2.15(a) of the Disclosure Schedule contains a complete and accurate list and summary description of (i) all material Company Intellectual Property, and (ii) all material Commitments relating to the Company Intellectual Property (including any royalties paid or received by CCTI) to which CCTI is a party or by which CCTI is bound, except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $10,000 under which CCTI is the licensee. There are no outstanding and, to CCTIs Knowledge, threatened defaults, disputes or disagreements with respect to any such agreement.
(b)
The Company Intellectual Property is adequate for the operation of CCTIs businesses as currently conducted. CCTI is the sole owner of all right, title, and interest in and to each of the material Company Intellectual Property, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and, to CCTIs Knowledge, has the right to use without payment to a third party all of the material Company Intellectual Property, and, to CCTIs Knowledge, there is no reasonable basis for an assertion that any of the Company Intellectual Property is invalid or unenforceable.
(c)
All current employees of CCTI have executed written Commitments with CCTI that assign to CCTI all rights to any inventions, improvements, discoveries, or information relating to the business of CCTI. To CCTIs Knowledge, no employee of CCTI has entered into any Commitment that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than CCTI.
(d)
Except as would not result in a Material Adverse Change, neither the use of any Company Intellectual Property nor the conduct of CCTIs business as currently conducted, infringes on any intellectual property rights of any third party, and no such claims have been asserted that have not been resolved . To CCTIs Knowledge, no third party is infringing on any of the Company Intellectual Property, and no such claims are pending by
9
CCTI or threatened by CCTI against any third party.
2.16
No Other Agreements to License Company Intellectual Property . Other than as disclosed in the SEC Reports, CCTI does not have an obligation of any kind or nature, absolute or contingent, to any other Person to (a) license the Company Intellectual Property, (b) effect any merger, consolidation or other reorganization of, or other business combination involving, CCTI or (c) enter into any material Commitment or cause the entering into a material Commitment with respect to any of the foregoing.
2.17
Brokers or Finders . Except as set forth in the SEC Reports or in Section 2.17 to the Disclosure Schedule, CCTI and its agents have incurred no obligation or liability, contingent or otherwise, for brokerage or finders fees or agents commissions or other similar payment in connection with this Agreement.
2.18
Environmental matters.
(a)
To CCTIs Knowledge, CCTI is in compliance in all material respects with, and has not been and is not in violation of or liable under, any Environmental Law. CCTI has not received any actual or threatened order, notice, or other communication of any actual violation or failure to comply with any material Environmental Law, or of any actual or, to CCTIs Knowledge, threatened obligation to undertake or bear the cost of any material Environmental, Health, and Safety Liabilities with respect to any of the facilities or any other properties or assets in which CCTI has an interest.
(b)
Except as would not result in a Material Adverse Change, there are no pending or, to the Knowledge of CCTI, threatened claims, Encumbrances, or other restrictions of any nature, resulting from any Environmental, Health, and Safety Liabilities or arising under or pursuant to any Environmental Law, with respect to or affecting any of the facilities or any other properties and assets in which CCTI has an interest.
2.19
Employees . Except as set forth in the SEC Reports or in Section 2.19 of the Disclosure Schedule, CCTI currently does not have any employment agreement or similar arrangement with any Person. Except as set forth in the SEC Reports or in Section 2.4(b) and Section 2.19 of the Disclosure Schedule, CCTI does not have any employee welfare, pension, retirement, profit-sharing, incentive, severance or similar arrangements, payment or arrangement made or agreed to by it with, or for the benefit of, any of the Personnel, and have not granted any additional stock options or performance units or other interest under any existing plan or arrangement.
2.20
No Material Adverse Change . Since the Latest Balance Sheet Date, except as disclosed in the SEC Reports, there has not been any material adverse change in the business, operations, properties, assets, or condition of CCTI (a Material Adverse Change ), and no event has occurred or circumstance exists that may result in such a Material Adverse Change.
2.21
Certain Payments. Since August 1, 2010, except as set forth in the SEC Reports, neither CCTI, nor any of its directors or officers, has directly (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or services in respect of CCTI (i) to
10
obtain favorable treatment in securing business for or in respect of CCTI, (ii) to pay for favorable treatment for business secured for or in respect of CCTI, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of CCTI, or (iv) in violation of any material Law, (b) established or maintained any fund or asset for or in respect of CCTI that has not been recorded in the books and records of CCTI.
2.22
Disclosure . No representation or warranty of CCTI in this Agreement omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.
2.23
Other Matters .
(a)
Apart from the office lease in New York which expires in January 31, 2013, CCTI does not have any real property or leasehold interests, or interests in any other properties or assets.
(b)
CCTI does not maintain any insurance policies for the conduct of its business.
2.24
No Payment of Transfer Taxes . No transfer, documentary, stamp, sales, use and other Taxes have been or will be required or imposed by reason of, the transfer of the New Common Shares to Ventrillion.
3.
REPRESENTATIONS AND WARRANTIES OF VENTRILLION.
Ventrillion represents and warrants to CCTI, as of the date hereof, as follows:
3.1
Ventrillion is a company validly existing and in good standing (or the equivalent thereof) under the laws of the Republic of Seychelles.
3.2
Ventrillion has taken all necessary action and has all requisite power and authority to enter into and perform this Agreement in accordance with its terms.
3.3
This Agreement constitutes valid, legal and binding obligations on Ventrillion, enforceable against Ventrillion in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally and for limitation imposed by general principles of equity.
3.4
The execution and delivery by Ventrillion of this Agreement and the performance and consummation by Ventrillion of the transactions contemplated hereby do not and will not conflict with or result in any breach, violation of or default under, any provision of (i) the Organizational Documents of Ventrillion, (ii) any Commitment to which Ventrillion is a party or by which the properties or assets of Ventrillion is bound, or (iii) any Law applicable to Ventrillion or its respective properties or assets.
3.5
The New Common Shares to be acquired by Ventrillion pursuant to this Agreement will be acquired for Ventrillions own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and
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the New Common Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws.
3.6
Ventrillion is familiar with the term accredited investor as defined in Rule 501 under the Securities Act and Ventrillion is an accredited investor within the meaning of such term in Rule 501 under the Securities Act.
3.7
Ventrillion is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the New Common Shares. Ventrillion has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of CCTI, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of CCTI for such purpose, has been given an opportunity to ask questions of CCTIs management and has been furnished with such information with respect to CCTI to Ventrillions satisfaction . Ventrillion acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Ventrillion has relied solely upon its own investigation and the express representations and warranties of CCTI as set forth in Section 2 (including the related portions of the Disclosure Schedules).
3.8
Ventrillion is able to bear the economic risk of its investment in the New Common Shares for an indefinite period of time (including total loss of its investment). Ventrillion acknowledges that the New Common Shares have not been registered under the Securities Act, or any state securities laws, and, therefore, cannot be transferred or sold unless subsequently registered under the Securities Act or pursuant to an available exemption from such registration and subject to state securities laws and regulations, as applicable.
4.
COVENANTS .
4.1
Stockholders approvals . CCTI shall as promptly as practicable after the date of this Agreement:
(a)
take all actions necessary or appropriate to convene a stockholders meeting and obtain stockholders approvals for a reverse split of CCTIs issued and outstanding common shares (the Stockholders Approvals ); and
(b)
prepare and cause to be filed with the SEC the proxy statement and any other filings required to be filed by CCTI under the Exchange Act and the Securities Act in connection with such stockholders meeting , each of which CCTI shall provide Ventrillion a reasonable opportunity to (i) review and comment, and (ii) in respect of any disclosure relating to Ventrillion or the transactions contemplated by this Agreement that is contained in such filing, approve (such approval not to be unreasonably withheld or delayed), provided that the proxy statement and other filings comply in all material respects with the Exchange Act and the Securities Act in the reasonable judgment of counsel to CCTI and are timely filed . CCTI shall promptly provide copies of any written comments to Ventrillion and/or advise Ventrillion of any oral comments received from the SEC with respect to the proxy statement, consult with Ventrillion and prepare written responses with respect to any written comments received from the SEC with respect to the proxy statement.
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4.2
Approval of SEC settlement . On November 21, 2012, CCTI settled a complaint filed by the SEC and under the terms agreed to by CCTI and the SEC, CCTI, without admitting or denying liability, would pay a civil penalty of $25,000 and would be permanently enjoined from violating certain securities law (the Settlement ). CCTI shall take all actions necessary or appropriate to obtain the relevant courts approval of the Settlement.
4.3
Completion of pilot plant . CCTI shall use all commercially reasonable efforts to complete the construction and commissioning of the pilot plant in Oklahoma (the Construction and Commissioning ) by the date which is six months from the date of this Agreement (or such other date as the parties may agree).
4.4
Commercialization of CCTIs technology . CCTI shall use all commercially reasonable efforts to cause a CCTI Client to enter into an engineering, procurement and construction contract ( EPC Contract ) with SEE&I or any other qualified engineering contractor agreeable to such CCTI Client, providing for the construction of a commercial-scale plant to produce Pristine ™ or Pristine-M ™ , it being understood that commercial scale, at a minimum, refers to a plant with a throughput capacity of 20 to 30 tons per hour 160,000 to 240,000 short tons per annum as determined by SEE&I’s final design of a standardized-single-module plant.
4.5
Amendment of articles of incorporation and formation of Board committees . CCTI shall as promptly as practicable take all actions necessary or appropriate to amend its articles of incorporation to implement the Stockholders Approvals and amend its bylaws to establish the Board Committees in accordance with Section 6.2.
4.6
HSR Act Filing. If required by the HSR Act, each party hereto agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within 15 business days after the date that the either party hereto determines that such filing is required and notifies the other party hereto of such requirement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act.
4.7
FINRA notification . CCTI shall as promptly as practicable take all actions necessary or appropriate to file with the FINRA notification of corporate action within the applicable time period.
4.8
Filing of assignments with patent office . CCTI shall as promptly as practicable file the assignments relating to patent application no. 2008354703.0 and patent application no. 12/736,535 (the Assignments ) with the relevant patent and trademark office and take all actions necessary or appropriate to be reflected as the owner on record of such patent applications.
4.9
Further Assurances . The parties hereby agree to use their respective reasonable efforts to cooperate with each other and (a) at the reasonable request of the other party, furnish to each other such further information, (b) to execute and deliver to each other such other instruments or documents, and (c) to do such other acts and things, all as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of this Agreement and parties under.
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5.
CONDITIONS .
5.1
Conditions to Obligations of Ventrillion . The obligation of Ventrillion to consummate the transactions contemplated hereby shall be subject to the fulfillment to the satisfaction of Ventrillion (unless waived by Ventrillion at or prior to the relevant Closing) of each of the following conditions:
(a)
by or on the Second Closing Date:
(i)
the representations and warranties of CCTI contained in this Agreement shall be true and correct in all respects (with respect to representations and warranties qualified or limited by materiality) or in all material respects (with respect to representations and warranties not so qualified or limited) when made and as of the Second Closing Date (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct as of such date);
(ii)
CCTI shall have performed, satisfied and complied in all material respects with its covenants and agreements set forth in this Agreement to be performed, satisfied and complied with on or after the date hereof and prior to or on the Second Closing Date;
(iii)
CCTI shall have obtained the Stockholders Approvals and any required approval under the HSR Act in accordance with Section 4.6;
(iv)
CCTI shall have received the relevant courts approval of the Settlement;
(v)
CCTI shall have completed in all material respects the Construction and Commissioning of the pilot plant in Oklahoma;
(vi)
CCTI shall have filed with FINRA the notification of corporate action;
(vii)
CCTI shall have in place customary insurance policies for its directors and officers indemnifying them for losses arising from alleged acts in their respective capacity as directors in an amount of coverage customary for a company such as CCTI; and
(viii)
CCTI shall have filed the Assignments as set out in Section 4.8 and shall be reflected as the owner on record of such patent applications; and
(b)
by or on the Third Closing Date:
(i)
all the conditions set out in Section 5.1(a) shall have been satisfied;
(ii)
the representations and warranties of CCTI contained in this Agreement shall be true and correct in all respects (with respect to representations and
14
warranties qualified or limited by materiality) or in all material respects (with respect to representations and warranties not so qualified or limited) when made and as of the Third Closing Date (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct as of such date);
(iii)
CCTI shall have performed, satisfied and complied in all material respects with its covenants and agreements set forth in this Agreement to be performed, satisfied and complied with on or after the date hereof and prior to or on the Third Closing Date; and
(iv)
CCTI shall have caused a CCTI Client to enter into an EPC Contract (which EPC Contract shall be in full force and effect as of the Third Closing Date) with SEE&I or any other qualified engineering contractor agreeable to such CCTI Client, providing for the construction of a commercial-scale plant to produce Pristine™ or Pristine-M™, it being understood that commercial scale, at a minimum, refers to a plant with a throughput capacity of 20 to 30 tons per hour 160,000 to 240,000 short tons per annum as determined by SEE&I’s final design of a standardized-single-module plant.
6.
BOARD OF DIRECTORS; VOTING RIGHTS.
6.1
Board of Directors . With effect from the date hereof:
(a)
so long as Ventrillion (or the Transferee) beneficially owns at least 10.0% of CCTIs outstanding common shares, (i) the composition of the Board shall be no less than five and no more than six members and (ii) Ventrillion (or the Transferee) shall have the non-exclusive right to nominate two directors to the Board, who shall be reasonably acceptable to CCTI, and CCTI shall take all actions necessary or appropriate (which means such actions as CCTI would take in respect of its own slate of nominees) to include the directors nominated by Ventrillion in the slate of nominees for election at each general meeting of CCTIs stockholders and for their re-election; and
(b)
all actions of CCTI which require approval by the Board pursuant to the Nevada Revised Statutes or the Organizational Documents of CCTI will require the approval of at least 80.0% of the authorized Directors who are disinterested in accordance with the Nevada Revised Statutes or the Organizational Documents of CCTI,
provided that Ventrillion shall have the right to assign its Board rights under this Section 6.1 to a transferee who will beneficially own at least 10.0% of CCTIs outstanding common shares as of the date of such transfer (the Transferee ), which transfer shall be made subject to CCTIs approval, such approval not to be unreasonably withheld or delayed.
6.2
Board Committees . CCTI shall as promptly as practicable constitute the following Board committees (the Board Committees ):
(a)
a nominating/corporate governance committee;
(b)
compensation committee; and
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(c)
audit committee.
7.
INDEMNIFICATION.
7.1
Indemnification by CCTI . CCTI shall indemnify, save and hold Ventrillion and Ventrillions Affiliates, and each of their respective directors, officers, employees, stockholders, successors, transferees and assignees, and Representatives (each, a Buyer Party ), harmless from and against any and all costs, losses (including, without limitation, diminutions in value), charges, liabilities, obligations, damages (whether actual, punitive or consequential), lawsuits, response actions, removal actions, remedial actions, judgments, deficiencies, demands, fees, claims, Taxes, settlements and expenses, including, without limitation, interest, penalties, costs of mitigation, attorneys fees and expenses, all amounts paid in the investigation, defense or settlement of any of the foregoing and costs of enforcing this indemnity (collectively, Damages ), incurred or suffered in connection with, arising out of, resulting from or relating or incident to, whether directly or indirectly:
(a)
any untruth, inaccuracy or incorrectness of, or other breach (with respect to representations and warranties qualified or limited by materiality) or material breach (with respect to representations and warranties not so qualified or limited) of, any representation or warranty of or by CCTI in this Agreement or in the Registration Rights Agreement or in any certificate or instrument of conveyance delivered by or on behalf of CCTI pursuant to this Agreement or in connection with the transactions contemplated hereby and by the Registration Rights Agreement;
(b)
the non-fulfillment, non-performance, non-observance or other material breach or violation of, or default under, any covenant or agreement made by CCTI in this Agreement or in any Ancillary Agreement or pursuant to this Agreement or in connection with the transactions contemplated hereby and by the Registration Rights Agreement; and
(c)
any claim by any person or entity for any finders fee, brokerage fee or commission or similar payment based upon any agreement or understanding alleged to have been made by any such person or entity with CCTI (or any person or entity acting on their behalf) in connection with the transactions contemplated hereby, other than such agreements or understandings set forth on Section 2.7 of the Disclosure Schedule.
The remedies provided in this Section 7.1 will not be exclusive of or limit any other remedies that may be available to Ventrillion or the other Buyer Parties.
7.2
Indemnification by Ventrillion . Ventrillion shall indemnify, save and hold CCTI harmless from and against any and all Damages incurred or suffered in connection with, arising out of, resulting from or relating or incident to, whether directly or indirectly, any untruth, inaccuracy or incorrectness of, or other breach of, any representation or warranty of Ventrillion in or pursuant to this Agreement.
7.3
Defense of Claims .
(a)
If a claim for Damages (a Claim ) is to be made by a person entitled to indemnification hereunder, the person claiming such indemnification shall give written notice
16
(a Claim Notice ) to the indemnifying person (A) as soon as practicable after the person entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 7 and (B) in the case of the assertion of a claim (whether pursuant to a lawsuit or other legal action or otherwise) or the commencement of any Action by a third party (together, a Third-Party Claim ), upon receipt of written notice of the Third-Party Claim. The failure of any indemnified person to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the indemnifying person demonstrates actual material damage caused by such failure.
(b)
In the case of a Third-Party Claim, if the indemnifying person shall acknowledge in writing to the indemnified person that the indemnifying person shall be obligated to indemnify the indemnified person under the terms of its indemnity hereunder in connection with such Third-Party Claim, then the indemnifying person shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, to participate in or take control of the defense and investigation of such Third-Party Claim (unless (x) the indemnifying person is also a party to such Third-Party Claim and the indemnified person determined in good faith, upon the advice of outside counsel, that a conflict of interest exists between the indemnified person and the indemnifying person with respect to such Third-Party Claim or (y) the indemnifying person fails to provide reasonable assurance to the indemnified person of its financial capacity to defend such Third Party-Claim and provide indemnification with respect to such Third-Party Claim) and to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the indemnified person to handle and defend the same, compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified person, such consent not to be unreasonably withheld or delayed.
(c)
In the event the indemnifying person elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 7.3 the indemnified person may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the indemnifying person and the indemnified person and the indemnified person has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified person that are different from or additional to those available to the indemnifying person, the indemnified person shall be entitled, at the indemnifying persons cost, risk and expense, to separate counsel of its own choosing.
(d)
If the indemnifying person fails to notify the indemnified person in writing of its election to assume the defense of such Third-Party Claim in accordance with this Section 7.3 within 10 days after receipt of the Claim Notice, the indemnified person against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the indemnifying person) have the right to undertake, at the indemnifying persons cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the indemnifying person; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the indemnifying person, which consent shall not be unreasonably withheld or delayed. In the event the indemnifying person
17
assumes the defense of the claim, the indemnifying person shall keep the indemnified person reasonably informed of the progress of any such defense, compromise or settlement, and in the event the indemnified person assumes the defense of the claim, the indemnified person shall keep the indemnifying person reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying person shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 7.3 and for any final judgment (subject to any right of appeal), and the indemnifying person agrees to indemnify and hold harmless each indemnified person from and against any and all Damages by reason of such settlement or judgment.
(e)
Notwithstanding the foregoing, if the indemnified person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Affiliates other than as a result of monetary Damages for which it would be entitled to indemnification under this Agreement, the indemnified person may, by notice to the indemnifying person, assume the exclusive right to defend, compromise or settle such Third-Party Claim.
8.
SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE.
All representations, warranties, covenants, and obligations in this Agreement, and any other certificate or document delivered pursuant to this Agreement will survive for a period of two years from the date hereof (save for Sections 2.2 and 2.4, and all representations, warranties, covenants, and obligations in this Agreement relating to environmental or tax matters which shall survive through the applicable statute of limitation), except that this Section 8 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after such period. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations.
9.
ELECTION IF STOCKHOLDERS APPROVAL NOT OBTAINED.
9.1
In the event that the Stockholders Approvals are not obtained by the Second Closing Date:
(a)
Ventrillion shall be entitled to exercise the Option granted pursuant to Section 1.5 as liquidated damages and not as a penalty, and such Option is granted in lieu of any monetary damages with respect to any of the matters described in Section 9.1(a) being sought by Ventrillion. Upon exercise, CCTI shall as promptly as practicable issue to Ventrillion at no further consideration payable to CCTI, 40,000,000 (forty million) common shares, which common shares shall be fully paid and non-assessable, free and clear of any and all
18
Encumbrances and not subject to the preemptive or other similar rights of any shareholders of CCTI (the Liquidated Damages ); and
(b)
upon exercise of the Option, Ventrillion shall elect by giving written notice to CCTI one of the following:
(i)
the termination of its prior obligations to purchase the Second Closing Common Shares and the Third Closing Common Shares; or
(ii)
subject to Section 9.2, to require CCTI to take all commercially reasonable steps to procure the Stockholders Approval as promptly as is practicable to allow Ventrillion to acquire the remaining 160,000,000 (one hundred and sixty million) common shares of CCTI (being 200,000,000 (two hundred million) less the 40,000,000 (forty million) common shares of CCTI issuable upon exercise of the Option); if Ventrillion makes the election under this Section 9.1(b)(ii), then it shall complete the sale and purchase of (i) the Second Closing Common Shares within one month after the satisfaction of the conditions set out in Section 5.1(a) for an aggregate purchase price of US$5,000,000, and (ii) 60,000,000 (sixty million) of the Third Closing Common Shares within two months after the satisfaction of the conditions set out in Section 5.1(b) for an aggregate purchase price of US$6,000,000. The provisions of Sections 1.3(b), 1.3(c) and 5.1 shall apply, mutatis mutandis, to the closings mentioned in this Section 9.1(b)(ii).
9.2
If Ventrillion makes an election under Section 9.1(b)(ii) above, then:
(a)
CCTI shall not, without the prior consent of Ventrillion (such consent not to be unreasonably withheld or delayed), issue any of its or its subsidiaries Equity Securities to any person or entity for a period of 12 (twelve) months after the date Ventrillion makes an election under Section 9.1(b)(ii) above (the Lock-up Period ); provided however that CCTI may issue (i) common shares issuable upon the exercise of any outstanding options granted to its directors, officers and employees prior to the Lock-up Period under CCTIs 2012 Stock Option Plan, which was effective from July 1, 2012 (the Stock Options ), and (ii) up to 5,000,000 (five million) Stock Options to its directors, officers and employees as part of its ordinary course compensation arrangements; and
(b)
CCTI shall have the right, if the Stockholders Approvals are not obtained within 12 (twelve) months of Ventrillions election under Section 9.1(b)(ii) above, to terminate, with prior written notice to Ventrillion, the sale and closing of the Second Closing Common Shares and 60,000,000 (sixty million) of the Third Closing Common Shares with no further liability or obligation on the part of CCTI .
9.3
The parties acknowledge that the damages suffered by Ventrillion in the event the Stockholders Approvals are not received would be impossible to calculate, and the Liquidated Damages constitute a good faith and reasonable estimate of such damages.
9.4
The obligation of CCTI to pay amounts payable under this Section 9 (and the payment thereof) shall be absolute and unconditional; and shall be payable as specified herein, and not subject to any defense, claim, counterclaim, offset, recoupment, or reduction of any kind whatsoever.
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9.5
This Section 9, and the rights and obligations created hereunder, shall survive this Agreement.
9.6
The payment of Liquidated Damages shall be in full satisfaction of all claims for monetary damages with respect to any of the matters described in Section 9.1(a) by Ventrillion against CCTI and Ventrillion shall have no further recourse in respect thereof.
10.
GENERAL PROVISIONS .
10.1
Expenses . Each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated herein, including all fees and expenses of agents, Representatives, counsel, and accountants.
10.2
Notices . All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, electronic mail, overnight delivery service or registered mail, addressed (a) if to Ventrillion, at the address set forth below, or at such other address as Ventrillion shall have furnished to CCTI in writing, or (b) if to CCTI, at the address set forth below, or at such other address as CCTI shall have furnished to Ventrillion in writing:
Ventrillion:
Ventrillion Management Company Limited
c/o 10 Anson Road #03-05
International Plaza
Singapore 079903
Attention: Lee Bok Leong
Facsimile: (65) 6733 8984
with a copy to:
Latham & Watkins LLP
9 Raffles Place
#42-02 Republic Plaza
Singapore 048619
Singapore
Attention: Michael Sturrock/Timothy Hia/Yen-Ling Koh
Facsimile: (65) 6436 1171
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CCTI:
Clean Coal Technologies, Inc.
295 Madison Avenue (12th Floor)
New York, New York 10017
Attention: Robin Eves
with a copy to:
Thompson Hine LLP
335 Madison Avenue, 12th Floor
New York, New York 10017
Attention: Faith Charles
Facsimile: 212-344-6101
10.3
Governing Law . This Agreement shall be governed in all respects by the internal laws of the State of Nevada without regard to conflict of laws provisions.
10.4
Jurisdiction
. Each party agrees that any suit, action or proceeding against any party hereto arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought in any federal or state court located in the State of New York, and each party hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such partys respective address set forth in Section 10.2 shall be effective service of process for any action, suit or proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section 10.4. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO (A) THIS AGREEMENT, THE EXHIBITS, SCHEDULES, AND ANY CERTIFICATE OR OTHER DOCUMENT REQUIRED TO BE DELIVERED HEREBY OR (B) THE TRANSACTIONS CONTEMPLATED HEREBY. Each party (a) certifies that no representative, agent or attorney of any party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the other agreement contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 10.4.
10.5
Waivers . The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by
21
applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.
10.6
Public Announcements . CCTI shall (a) by 5:30 p.m. (New York City time) on December 6, 2012, issue a press release disclosing the material terms of the transactions contemplated hereby (which shall be subject to Ventrillions clearance and approval (such approval not to be unreasonably withheld or delayed)), and (b) file a Current Report on Form 8-K (the Form 8-K ), including this Agreement and the Registration Rights Agreement as exhibits thereto, with the SEC within the time required by the Exchange Act. CCTI shall provide Ventrillion reasonable opportunity to comment on the Form 8-K and approve any disclosure relating to Ventrillion or the transactions contemplated by this Agreement that is contained in the Form 8-K (such approval not to be unreasonably withheld or delayed); provided that the Form 8-K complies in all material respects with the Exchange Act in the reasonable judgment of legal counsel to CCTI and is timely filed.
10.7
Entire Agreement and Modification . This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.
10.8
Assignments, Successors, and no Third-Party Rights . No party may assign any of its rights under this Agreement without the prior consent of the other parties, which will not be unreasonably withheld; provided however, Ventrillion may, without the prior written consent of CCTI (except as provided in Section 6.1), assign all of any portion of its rights or interests, or delegate all or any portion of its obligations, under this Agreement to one or more of its nominees, so long as (a) any such assignment does not relieve Ventrillion of its obligations hereunder and (b) any such assignment shall not be in violation of the Securities Act. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assigns.
10.9
Severability . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
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10.10
Section Headings, Construction . The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to Section or Sections refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word including does not limit the preceding words or terms.
10.11
Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
10.12
Notification . Between the date of this Agreement and the relevant Closing Date, CCTI will promptly notify Ventrillion in writing if CCTI becomes aware of any material fact or condition that causes or constitutes a breach of any of its representations and warranties as of the date of this Agreement, or if CCTI becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach (with respect to representations and warranties qualified or limited by materiality) or material breach (with respect to representations and warranties not so qualified or limited) of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. During the same period, CCTI will promptly notify Ventrillion of the occurrence of any material breach of any covenant of CCTI in this Agreement or of the occurrence of any event that may make the satisfaction of the conditions in Section 5 impossible or unlikely.
10.13
Definitions . As used herein, the terms below shall have the following meanings:
(a)
Action means any action, order, writ, injunction, judgment or decree or any claim, suit, litigation, proceeding, dispute, arbitration, mediation, inquiry, audit, assessment or investigation, or any similar event, occurrence or proceeding.
(b)
Affiliate means, with respect to any Person (the referent Person ), any Person that, directly or indirectly, controls the referent Person, any Person that the referent Person controls, or any Person or entity that is under common control with the referent Person. For purposes of the preceding sentence, the term control means the power, direct or indirect, to direct or cause the direction of the management and policies of a Person through voting securities, by contract or otherwise.
(c)
Capital Stock means corporate stock and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing entity.
(d)
CCTI Client means an entity that is licensed by CCTI under the terms of a technology licensing agreement, which agreement shall be in full force and effect as of the Third Closing Date, to utilize CCTI’s proprietary technology to produce Pristine™ or Pristine-M™ for use in a commercial process or as a final product for commercial sale.
(e)
“ Closing ” means the First Closing, Second Closing and/or the Third Closing (as the case may be).
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(f)
“ Closing Date ” means the date of the First Closing, Second Closing or Third Closing (as the case may be).
(g)
Commitments shall mean any contract, agreement, understanding, arrangement and commitment of any nature whatsoever, including all amendments thereof and supplements thereto.
(h)
Company Intellectual Property shall include:
(i)
the names Pristine ™ and Pristine-M ™ , all fictional business names, trading names, registered and unregistered trademarks, service marks, and applications;
(ii)
all patents, patent applications, and inventions and discoveries that may be patentable;
(iii)
all copyrights in both published works and unpublished works; and
(iv)
all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints; owned, used, or licensed by CCTI as licensee or licensor.
(i)
Directors mean directors of CCTI.
(j)
Encumbrance means any claim, lien, judgment, pledge, escrow, option, liability, charge, easement, restrictive covenant, security interest, deed of trust, right of first refusal, mortgage, right-of-way, encroachment, building or use restriction, encumbrance or other right of third parties, whether voluntarily incurred or arising by operation of Law, and any contingent or conditional sales agreement or other title retention agreement or lease in the nature thereof or the filing of, or agreement to give any financing statement, under the Laws of any jurisdiction.
(k)
Equity Securities means (i) shares of Capital Stock or other equity securities or interests, (ii) subscriptions, calls, warrants, options or commitments of any kind or character relating to, or entitling any Person to purchase or otherwise acquire, any Capital Stock or other equity securities or interests and (iii) securities convertible into or exercisable or exchangeable for shares of Capital Stock or other equity securities or interests.
(l)
Environment means soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource.
(m)
Environmental, Health, and Safety Liabilities means any cost, damages, expense, liability, obligation, or other responsibility arising from or under Environmental Law or Occupational Safety and Health Law and consisting of or relating to:
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(i)
any environmental, health, or safety matters or conditions (including on-site or off-site contamination, occupational safety and health, and regulation of chemical substances or products);
(ii)
fines, penalties, judgments, awards, settlements, legal or administrative proceedings, damages, losses, claims, demands and response, investigative, remedial, or inspection costs and expenses arising under Environmental Law or Occupational Safety and Health Law;
(iii)
financial responsibility under Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any investigation, cleanup, removal, containment, or other remediation or response actions ( Cleanup ) required by applicable Environmental Law or Occupational Safety and Health Law (whether or not such Cleanup has been required or requested by any Governmental Entity or any other Person) and for any natural resource damages; or
(iv)
any other compliance, corrective, investigative, or remedial measures required under Environmental Law or Occupational Safety and Health Law.
(v)
The terms removal, remedial, and response action, include the types of activities covered by the United States Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq., as amended ( CERCLA ).
(n)
Environmental Law means any Law that requires or relates to:
(i)
advising appropriate authorities, employees, and the public of intended or actual releases of pollutants or hazardous substances or materials, violations of discharge limits, or other prohibitions and of the commencements of activities, such as resource extraction or construction, that could have significant impact on the Environment;
(ii)
preventing or reducing to acceptable levels the release of pollutants or hazardous substances or materials into the Environment;
(iii)
reducing the quantities, preventing the release, or minimizing the hazardous characteristics of wastes that are generated;
(iv)
assuring that products are designed, formulated, packaged, and used so that they do not present unreasonable risks to human health or the Environment when used or disposed of;
(v)
protecting resources, species, or ecological amenities;
(vi)
reducing to acceptable levels the risks inherent in the transportation of hazardous substances, pollutants, oil, or other potentially harmful substances;
(vii)
cleaning up pollutants that have been released, preventing the threat of release, or paying the costs of such clean up or prevention; or
25
(viii)
making responsible parties pay private parties, or groups of them, for damages done to their health or the Environment, or permitting self-appointed representatives of the public interest to recover for injuries done to public assets.
(o)
Exchange Act means the Securities Exchange Act of 1934, as amended.
(p)
Financial Statements means (a) audited balance sheets of CCTI as at December 31 in each of the years 2009 through to the latest fiscal year then ended, and the related audited statements of expenses, statements of stockholders deficit, and statements of cash flows for each of the fiscal years then ended, together with the report thereon of CCTIs independent certified public accountants, and (b) an unaudited balance sheet of CCTI as at September 30, 2012 (the Latest Balance Sheet Date ) and the related unaudited statements of expenses, statements of stockholders deficit, and statements of cash flows, including in each case the notes thereto.
(q)
FINRA the Financial Industry Regulatory Authority.
(r)
First Closing means the closing of the sale and purchase of the First Closing Common Shares in accordance with the terms of this Agreement.
(s)
First Closing Date means the date of the First Closing.
(t)
GAAP means accounting principles generally accepted in the United States of America.
(u)
Governmental Entity means any federal, state, county, municipal, local or foreign government, any legislature, agency, authority, bureau, branch, department, division, commission, court, regulator, tribunal, magistrate, justice, multi-national organization, quasi-governmental body, or other similar recognized organization, body or instrumentality of any federal, state, county, municipal, local, or foreign government or any other similar recognized organization, body or instrumentality exercising similar powers or authority.
(v)
HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
(w)
Knowledge , an individual will be deemed to have Knowledge of a particular fact or other matter if such individual is actually aware of such fact or other matter. A Person (other than an individual) will be deemed to have Knowledge of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer, partner, executor, or trustee of such Person (or in any similar capacity) has, or at any time had, Knowledge of such fact or other matter.
(x)
Law means any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, rule, regulation, ruling, requirement, decision, opinion or interpretation that is, has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any governmental body.
26
(y)
Liabilities means any liability, loss, indebtedness, obligation, co-obligation, commitment, cost, expense, claim, damage, deficiency, guarantee or endorsement of or by any Person of any nature (whether direct or indirect, absolute or contingent, liquidated or unliquidated, due or to become due, accrued or unaccrued, matured or unmatured, or otherwise).
(z)
Occupational Safety and Health Law means any Law designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.
(aa)
Organizational Documents means the certificate of incorporation, articles of incorporation, by-laws, articles of organization, limited liability company agreement, partnership agreement, formation agreement, operating agreement, joint venture agreement or other similar organizational document of any Person other than any individual (in each case, as amended to date).
(bb)
Person means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, cooperative, foundation, society, political party, union, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or Governmental Entity.
(cc)
Personnel means, with respect to CCTI, all directors, officers, employees on a full or part-time basis and consultants of CCTI.
(dd)
Release means any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing into the Environment, whether intentional or unintentional.
(ee)
Representative means, with respect to any Person, any officer, director, principal, attorney, employee, agent, consultant, accountant or other representative of such Person.
(ff)
SEE&I means SAIC Energy, Environment & Infrastructure, LLC, a wholly owned subsidiary of Science Applications International Corporation, a U.S. public corporation, that is contractually linked to CCTI via an Umbrella Agreement dated August 21, 2008 (as amended from time to time).
(gg)
SEC means the United States Securities and Exchange Commission.
(hh)
SEC Reports means the proxy statements, reports, registration statements, schedules, forms and other documents required to be filed with the SEC by CCTI under the Exchange Act and the Securities Act from and including August 1, 2010 and up to and including the date of this Agreement.
27
(ii)
Second Closing means the closing of the sale and purchase of the Second Closing Common Shares in accordance with the terms of this Agreement.
(jj)
Securities Act means the Securities Act of 1933, as amended from time to time.
(kk)
Third Closing means the closing of the sale and purchase of the Third Closing Common Shares in accordance with the terms of this Agreement.
(ll)
Tax means all taxes, estimated taxes, withholding taxes, assessments, levies, imposts, fees and other charges, including, without limitation, any interest, fines, penalties, additions to tax or additional amounts that have or may become payable in respect thereof, imposed by any foreign, federal, state or local government or taxing authority, whether computed on a separate, consolidated, unitary, combined or any other basis, which taxes shall include, without limitation, all income taxes, service, license and net worth taxes, payroll and employee withholding taxes, unemployment insurance, retirement, social security, sales and use taxes, value-added taxes, excise taxes, escheat taxes, franchise taxes, gross receipts taxes, occupation taxes, real and personal property taxes, stamp taxes, transfer and recording taxes, workers compensation and other obligations of the same or of a similar nature.
(mm)
Tax Return means any return, report, information return, schedule, certificate, statement or other document (including any related or supporting information) filed or required to be filed with, or, where none is required to be filed with a Governmental Entity, the statement or other document issued by, a Governmental Entity in connection with any Tax.
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1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first written above.
Between
Ventrillion Management Company Ltd
By:/s/Lee Bok Leong
Name: Lee Bok Leong
Title: Director
Clean Coal Technologies, Inc.
By:/s/Robin Eves
Name: Robin Eves
Title: CEO/President
Signature Page to Stock Purchase Agreement
Exhibit A
Form of Armstrong Teasdale Legal Opinion
Exhibit A to Stock Purchase Agreement
Exhibit B
Form of Registration Rights Agreement
Exhibit B to Stock Purchase Agreement
Exhibit 10.2 to Clean Coal Technologies Form 8-K filed 12-6-12
EXECUTION VERSION
DECEMBER 5, 2012
VENTRILLION MANAGEMENT COMPANY LTD
CLEAN COAL TECHNOLOGIES, INC.
___________________________________________
REGISTRATION RIGHTS AGREEMENT
RELATING TO
CLEAN COAL TECHNOLOGIES, INC.
___________________________________________
THIS REGISTRATION RIGHTS AGREEMENT is made on December 5, 2012
BETWEEN:
(1)
VENTRILLION MANAGEMENT COMPANY LTD, a company incorporated under the laws of the Republic of Seychelles, and whose principal place of business is at Oliaji Trade Centre 1st Floor, Victoria, Mahe, Seychelles (VENTRILLION); and
(2)
CLEAN COAL TECHNOLOGIES, INC., a corporation established under the laws of Nevada, USA and having its principal office at 295 Madison Avenue, New York, NY 10017 (the COMPANY).
WHEREAS:
(A)
The Company and the Concerned Shareholders (as defined below) desire to provide for certain arrangements with respect to the registration of the common shares in the capital of the Company under the Securities Act (as defined below).
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:
DEFINITIONS
1.
As used in this Agreement, the following terms shall have the following respective meanings:
BUSINESS DAY means a day (other than a Saturday or a Sunday) on which Banks generally are open for Business in New York;
COMMISSION means the United States Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act;
CONCERNED SHAREHOLDERS means the Investor and any persons or entities to whom the rights granted under this Agreement are transferred by the Investor pursuant to Section 13 hereof and their successors and CONCERNED SHAREHOLDER shall mean any one of them;
EXCHANGE means any securities exchange or nationally recognised quotation system on which similar securities issued by the Company are listed;
EXCHANGE ACT means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect;
INVESTOR means Ventrillion and its successors pursuant to Section 13 hereof;
REGISTRABLE SHARES means the Shares and any other common shares of the Company held or thereafter acquired by a Concerned Shareholder; provided, however, that Shares which are Registrable Shares shall cease to be Registrable Shares upon any sale (x) pursuant to a Registration Statement or Rule 144 under the Securities Act sold pursuant to Rule 144(k) or (y) in any manner to a person or entity which, by virtue of Section 13 of this Agreement, is not entitled to the rights provided by this Agreement;
REGISTRATION STATEMENT means a registration statement filed by the Company with the Commission for a public offering and sale of Shares (other than a registration statement on Form S-8 or Form S-4, their successors, any other form for a similar limited purpose or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation);
REGISTRATION EXPENSES means the expenses described in Section 5;
SECURITIES ACT means the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect;
SHARES means the common shares of the Company issued to, subscribed for or purchased by the Investor pursuant to the Stock Purchase Agreement and any other common shares of the Company issued in respect of such shares (because of share splits, stock dividends, reclassifications, recapitalizations, or similar events); and
STOCK PURCHASE AGREEMENT means a stock purchase agreement, entered into on the date hereof, made between the Company and Ventrillion for the purchase of up to 300,000,000 common shares of the Company.
REQUIRED REGISTRATIONS
2.
(a)
At any time after the date hereof, a Concerned Shareholder or Concerned Shareholders may request the Company, in writing, to effect the registration on Form S-1 or S-2 (or any similar or successor form for which the Company then qualifies) of Registrable Shares. Each request for registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Concerned Shareholders. Such Concerned Shareholders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Concerned Shareholders may request in such notice of election provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Concerned Shareholders may not be included in the offering, then all Concerned Shareholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use reasonable efforts to effect the registration on Form S-1 or S-2 (or any similar or successor form for which the Company then qualifies) of all Registrable Shares which the Company has been requested to so register.
(b)
At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any similar or successor form for which the Company then qualifies relating to secondary offerings), a Concerned Shareholder or Concerned Shareholders may request the Company, in writing, to effect the registration on Form S-3 (or any similar or successor form for which the Company then qualifies) of Registrable Shares. Each request for registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Concerned Shareholders. Such Concerned Shareholders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Concerned Shareholders may request in such notice of election provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Concerned Shareholders may not be included in the offering, then all Concerned Shareholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use reasonable efforts to effect the registration on Form S-3 (or any similar or successor form for which the Company then qualifies) of all Registrable Shares which the Company has been requested to so register;
(c)
The Company shall not be required to effect:
(i)
more than two registrations pursuant to paragraph (a) above; and
(ii)
more than two registrations in any twelve month period pursuant to paragraph (b) above; and
provided, however, that, in each case, no Concerned Shareholder may make more than one request in any six month period; and
(d)
If at the time of any request to register Registrable Shares pursuant to this Section 2, the Company is engaged or has fixed plans to engage within sixty (60) days of the time of the request in a registered public offering as to which the Concerned Shareholders may include Registrable Shares pursuant to Section 3 or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration then the Company may at its option direct that such request be delayed for a period not in excess of six months from the effective date of such offering or, in the case of any such activity, the date such request, as the case may be, such right to delay a request to be exercised by the Company not more than once in any twelve month period.
INCIDENTAL REGISTRATION
3.
(a)
Whenever the Company proposes to file a Registration Statement, it will, prior to such filing, give written notice to all Concerned Shareholders of its intention to do so. Upon the written request of any Concerned Shareholder or Concerned Shareholders given within five Business Days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by such Concerned Shareholder or Concerned Shareholders to register to be included in each Registration Statement to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Concerned Shareholder or Concerned Shareholders provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3 without obligation to any Concerned Shareholder.
(b)
In connection with any registration under this Section 3 involving an underwriting, the Company shall not be required to include any Registrable Shares in such registration unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (provided that such terms must be consistent with this Agreement). If, in the opinion of the managing underwriter, it is appropriate because of marketing factors and in order for the Company to sell securities in the offering within a price range acceptable to the Company to limit the number of Registrable Shares to be included in the offering, then the Company shall be required to include in the registration only that number of Registrable Shares, if any, which the managing underwriter believes could be included therein provided, however, that no persons or entities other than the Company and the Concerned Shareholders shall be permitted to include securities in the offering. If the number of Registrable Shares and other Shares to be included in the offering in accordance with the foregoing is less than the total number of shares which the holders of Registrable Shares have requested to be included, then the holders of Registrable Shares who have requested registration shall participate in the registration pro rata to the number of Shares requested to be included in the offering by such holder of Registrable Shares.
REGISTRATION PROCEDURES
4.
If and whenever the Company is required by the provisions of this Agreement to use its reasonable best efforts to effect the registration of any of the Registrable Shares under the Securities Act, the Company shall as soon as reasonably practicable:
(a)
file with the Commission a Registration Statement with respect to such Registrable Shares and use its reasonable efforts to cause that Registration Statement to become effective and remain effective;
(b)
prepare and file with the Commission any amendments and supplements to the Registration Statement and the prospectus included in the Registration Statement as may be necessary to keep the Registration Statement effective until the earlier of the sale of all Registrable Shares covered thereby or 90 days after the effective date thereof;
(c)
furnish to each selling Concerned Shareholder such reasonable numbers of copies of the prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act and such other documents as the selling Concerned Shareholder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares owned by the selling Concerned Shareholder; and
(d)
use its reasonable efforts to register or qualify the Registrable Shares covered by the Registration Statement under the securities or Blue Sky laws of such states as the selling Concerned Shareholders shall reasonably request and do any and all other acts and things that may be necessary or desirable to enable the selling Concerned Shareholders to consummate the public sale or other disposition in such states of the Registrable Shares owned by the selling Concerned Shareholder provided, however, that the Company shall not be required in connection with this paragraph (d) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction.
If the Company has delivered preliminary or final prospectuses to the selling Concerned Shareholders and after having done so the prospectus is amended to comply with the requirements of the Securities Act or because the prospectus contains a material misstatement or omission, the Company shall promptly notify the selling Concerned Shareholders, and, if requested, the selling Concerned Shareholders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company shall promptly provide the selling Concerned Shareholders with revised prospectuses and, following receipt of the revised prospectuses, the selling Concerned Shareholders shall be free to resume making offers of the Registrable Shares.
ALLOCATION OF EXPENSES
5.
The Company will pay all Registration Expenses of all registrations under this Agreement provided, however, that if a registration under Section 2 is withdrawn at the request of the Concerned Shareholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Concerned Shareholders after the date on which such registration was requested) and if the requesting Concerned Shareholders elect not to have such registration counted as a registration effected by the Company or requested by the Concerned Shareholders under Section 2, the requesting Concerned Shareholders shall pay the Registration Expenses of such registration pro rata in accordance with the number of their Registrable Shares included in such registration. For purposes of this Section 5, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Agreement, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, road show expenses, fees and expenses of any consultants or experts retained by the Company in connection with such registration, fees and expenses of counsel for the Company and the reasonable fees and expenses of one counsel selected by the selling Concerned Shareholders to represent the selling Concerned Shareholders, state Blue Sky fees and expenses (if any), fees and expenses of the Company's independent auditors but excluding underwriting discounts, selling commissions and the fees and expenses of selling Concerned Shareholders' own counsel (other than the counsel selected to represent all selling Concerned Shareholders).
INDEMNIFICATION AND CONTRIBUTION
6.
(a)
In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will to the extent permitted by law indemnify and hold harmless the seller of such Registrable Shares and each other person, if any, who controls such seller within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such seller or controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such seller and each such controlling person for any legal or any other expenses reasonably incurred by such seller or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or final prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such seller or controlling person specifically for use in the preparation thereof provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or other expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in such Registration Statement, preliminary prospectus or final prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the preliminary or final prospectus and the seller thereafter fails to deliver such preliminary or final prospectus as so amended or supplemented prior to or concurrently with the sale of Registrable Shares to the person asserting such loss, claim, damage, liability or expense after the Company had furnished the seller with a sufficient number of copies of the same. Such indemnity shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action is such settlement is effected without the consent of the Company.
(b)
In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each seller of Registrable Shares, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information relating to such seller furnished in writing to the Company by or on behalf of such seller specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement provided, however, that the obligations of each seller hereunder shall be limited to an amount equal to the proceeds to such seller of Registrable Shares sold in connection with such registration.
(c)
Each party entitled to indemnification under this Section 6 (the INDEMNIFIED PARTY) shall give notice to the party required to provide indemnification (the INDEMNIFYING PARTY) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defence of any such claim or any litigation resulting therefrom provided, however, that counsel for the Indemnifying Party, who shall conduct the defence of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed) and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6. The Indemnified Party may participate in such defence at such party's expense provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflicts of interests between the Indemnified Party and the Indemnifying Party. No Indemnifying Party, in the defence of any such claim or litigation or to which an Indemnified Party is or could have been a party and indemnity or contribution may be or could have been sought hereunder shall, except with the consent of such Indemnified Party, consent to entry of any judgement or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation. No Indemnified Party shall consent to entry of any judgement or settle any such claim or litigation without the prior written consent of the Indemnifying Party.
(d)
In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any holder of Registrable Shares exercising rights under this Agreement or any controlling person of any such holder makes a claim for indemnification pursuant to this Section 6, but it is judicially determined (by the entry of a final judgement or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case or (ii) contribution under the Securities Act may be required on the part of any such selling Concerned Shareholder or any such controlling person in circumstances for which indemnification is provided under this Section 6; then, in each such case, the Company and such Concerned Shareholder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportions so that such selling Concerned Shareholder is responsible for the portion represented by the percentage that the public offering price of its Registrable Shares offered by the Registration Statement bears to the public offering price of all securities offered by such Registration Statement, and the Company is responsible for the remaining portion provided, however, that, in any such case (A) no such selling Concerned Shareholder will be required to contribute any amount in excess of the proceeds to it of all Registrable Shares sold by it pursuant to such Registration Statement and (B) no person or entity guilty of fraudulent misrepresentation, within the meaning of Section 11(f) of the Securities Act, shall be entitled to contribution from any person or entity who is not guilty of such fraudulent misrepresentation.
UNDERWRITING AGREEMENT
7.
In the event that Registrable Shares are sold pursuant to a Registration Statement in an underwritten offering pursuant to Section 2, the Company agrees to enter into an underwriting agreement containing customary representations and warranties with respect to the business and operations of an issuer of the securities being registered and customary covenants and agreements and indemnities in favour of the underwriters to be performed by such issuer. The Company shall not be obliged under Section 2, to include any of the Concerned Shareholders' securities in such underwriting unless such Concerned Shareholders accept the terms of the underwriting as agreed between the Company and the underwriters.
INFORMATION BY HOLDER
8.
In the event that any Concerned Shareholder includes Registrable Shares in any registration, such Concerned Shareholder shall furnish to the Company such information regarding such Concerned Shareholder and the distribution proposed by such Concerned Shareholder as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.
STAND-OFF AGREEMENT
9.
Each Concerned Shareholder, if requested by the Company and the managing underwriter of an offering by the Company of Shares pursuant to a Registration Statement, shall agree not to sell publicly or otherwise transfer or dispose of any Registrable Shares or other securities of the Company held by such Concerned Shareholder for a specified period of time (not to exceed 180 days) following the effective date of such Registration Statement provided, however, that all Concerned Shareholders holding not less than the number of Shares held by such Concerned Shareholder (including Shares issuable upon the conversion of convertible securities, or upon the exercise of options, warrants or rights) and all officers and directors of the Company enter into similar agreements.
LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS
10.
The Company shall not, without the prior written consent of the Concerned Shareholders (which consent shall not be unreasonably withheld), enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company which would give such holder or prospective holder any registration rights the terms of which are more favorable than the registration rights granted to the Concerned Shareholders hereunder, or which would limit or contradict any registration rights granted to the Concerned Shareholders hereunder.
RULE 144 REQUIREMENTS
11.
After the earliest of (i) the closing of the first sale of securities of the Company pursuant to a Registration Statement and (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act the Company agrees to:
(a)
use its reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and
(b)
furnish to any holder of Registrable Shares upon request a written statement by the Company as to its compliance with the requirements of said Rule 144(c) and the reporting requirements of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements).
MERGERS, ETC
12.
The Company shall not, directly or indirectly, enter into any merger, consolidation or reorganization in which the Company shall not be the surviving corporation unless the proposed surviving corporation shall, prior to such merger, consolidation or reorganization, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to Registrable Shares shall be deemed to be references to the securities which the Concerned Shareholders would be entitled to receive in exchange for Registrable Shares under any such merger, consolidation or reorganization provided, however, that the provisions of this Section 12 shall not apply in the event of any merger, consolidation or reorganization in which the Company is not the surviving corporation if all Concerned Shareholders are entitled to receive in exchange for their Registrable Shares consideration consisting solely of (i) cash, (ii) securities of the acquiring corporation which may be immediately sold to the public without registration under the Securities Act or (iii) securities of the acquiring corporation which the acquiring corporation has agreed to register within 90 days of completion of the transaction for resale to the public pursuant to the Securities Act.
TRANSFERS OF RIGHTS
13.
This Agreement, and the rights and obligations of each Concerned Shareholder hereunder, may be assigned by such Concerned Shareholder to any person or entity to which Shares are transferred by such Concerned Shareholder in accordance with any contractual limitations on a transfer of Shares, and such transferee shall be deemed a Concerned Shareholder for purposes of this Agreement provided, however, that the transferee provides written notice of such assignment to the Company.
TERMINATION
14.
This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Sections 5 and 6 shall survive any such termination.
GENERAL
15. NOTICES. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be delivered by hand or mailed by first class certified or registered mail, return receipt requested, postage prepaid to the address (as notified in writing from time to time) of parties referred to in this Agreement and, in the case of the Investor, to the following addresses:
Party:
Ventrillion Management Company Ltd
Address:
c/o 10 Anson Road #03-05
International Plaza
Singapore 079903
Facsimile No.:
+65 6733 8984
Attn. of:
Lee Bok Leong
Party:
Clean Coal Technologies, Inc.
Address:
295 Madison Avenue, 12th Floor
New York, New York 10017
Attn. of:
Robin Eves
with a copy to:
Party:
Thompson Hine LLP
Address:
335 Madison Avenue, 12th Floor
New York, New York 10017
Facsimile No.:
212-344-6101
Attn. of:
Faith Charles
ENTIRE AGREEMENT
16. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.
AMENDMENTS AND WAIVERS
17.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company, and the holders of at least 75% of the Registrable Shares provided, however, that this Agreement may be amended with the consent of the holders of less than all Registrable Shares only in a manner which affects all Registrable Shares in the same fashion. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.
COUNTERPARTS
18.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document.
SEVERABILITY
19.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
GOVERNING LAW; JURISDICTION
20.
This Agreement shall be governed by and construed in accordance with the laws of Nevada, without reference to its conflict of laws provisions. Each party agrees that any suit, action or proceeding against any party hereto arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought in any federal or state court located in the State of New York, and each party hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding.
IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first set forth above.
Ventrillion Management Company Ltd
By:/s/Lee Bok Leong
Name: Lee Bok Leong
Title: Director
Clean Coal Technologies, Inc.
By:/s/Robin Eves
Name: Robin Eves
Title: CEO/President
Signature Page to Registration Rights Agreement
Exhibit 99.1 to Clean Coal Technologies Form 8-K filed 12-6-12
Clean Coal Technologies Announces an Investment of Up to
$15 Million
Clean Coal Technologies Executes a Stock Purchase Agreement with Ventrillion Management Company Ltd. and Receives First $4 Million of $15 Million Investment, Balance Subject to Certain Conditions
NEW YORK, December 6, 2012 Clean Coal Technologies, Inc. (OTCQB: CCTC) (PINK: CCTC) (Clean Coal), an emerging cleaner-energy company utilizing patented technology to convert raw coal into a cleaner burning and more efficient fuel, has announced the execution of a definitive agreement for the private placement of up to 300 million common shares of Clean Coal to Singapore-based Ventrillion Management Company Ltd. (Ventrillion) for up to $15 million.
On December 6, 2012, Clean Coal closed the first-tranche of the investment and issued 100 million common shares to Ventrillion in exchange for $4 million, resulting in net proceeds to Clean Coal, after deducting commissions and estimated offering expenses, of approximately $3.5 million. Clean Coal intends to use the proceeds of the investment for general corporate purposes and working capital, including completing its pilot plant and commercialization of its technology. The closing of the second and third tranches of the investment, set to close within 6 months and 12 months of the agreement, respectively, are subject to certain conditions, including shareholder approval of a reverse split of Clean Coals common shares, completion of Clean Coals pilot plant and commercialization of Clean Coals technology.
The securities offered and to be sold by Clean Coal in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from registration requirements. Clean Coal has agreed to file one or more registration statements with the SEC covering the resale of the common shares issued in the private placement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Clean Coal Technologies, Inc.
Clean Coal Technologies, Inc., a cleaner-energy technology company with headquarters in New York City, NY, holds patented process technology and other intellectual property that converts raw coal into a cleaner burning fuel. The Company's trademarked end products, “Pristine™” coals, are significantly more efficient, less polluting, more cost-effective, and provide more heat than untreated coal. The principal elements of the Companys pre combustion technology are based on well-proven science and tried-and-tested industrial components. The Companys clean coal technology may reduce some 90% of chemical pollutants from coal, including Sulfur and Mercury, thereby resolving emissions issues affecting coal-fired power plants.
For more information about Clean Coal Technologies please visit:
www.cleancoaltechnologiesinc.com
Forward-Looking Statements
In addition to historical information, this press release may contain forward-looking statements that reflect the Companys current expectations and projections about future results, performance, prospects and opportunities. These forward-looking statements are based on information currently available to us and are subject to a number of risks, uncertainties and other factors that may cause actual results, performance, prospects or opportunities to be materially different from those expressed in, or implied by, such forward-looking statements. You should not place undue reliance on any forward-looking statements. Except as required by federal securities law, the Company assumes no obligation to update publicly or to revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available, new events occur or circumstances change in the future.
Company Contact:
Clean Coal Technologies, Inc.
Mr. Robin Eves, Director, President & CEO
646-710-3549
reves@cleancoaltechnologiesinc.com
Financial Communications Contact:
Trilogy Capital Partners
Darren Minton, President
212-634-6413
info@trilogy-capital.com