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FOUNDER STOCK
PURCHASE AGREEMENT
This Founder Stock Purchase Agreement (this "Agreement") dated
May 15, 2012 is entered into by and between PyroTec, Inc., a
Delaware corporation doing business at 125-E Wappoo Creek Drive,
Suite 202A, Charleston, South Carolina 29412 (the "Company") and
Thomas Sykes (the "Founder") with a mailing address of 125-E Wappoo
Creek Drive, Suite 202A, Charleston, South Carolina, 29412.
WHEREAS, Company wished to sell to the Founder, and the Founder
wishes to purchase from the Company, an aggregate of 810,000 shares
(the "Purchased Shares") of common stock, $0.0001 par value per
share, of the Company (the "Common Stock");
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained in this Agreement, the parties agree as
follows:
1. Definitions.
As used in this Agreement, the following terms shall have the
following meanings:
"Shares" shall mean and include all shares of Stock now owned or
hereafter acquired by the Founder.
"Stock" shall mean and include all shares of Common Stock, and
all other securities of the Company which may be issued in exchange
for or in respect of shares of Common Stock (whether by way of
stock split, stock dividend, combination, reclassification,
reorganization, or any other means).
2. Founder Representations.
In connection with the issuance and acquisition of the Purchased
Shares, the Founder hereby represents and warrants to the Company
as follows:
(a) The Founder is acquiring and will hold the Purchased Shares
for investment for his account only and not with a view to, or for
resale in connection with, any "distribution" thereof within the
meaning of the Securities Act of 1933 (the "Securities Act").
(b) The Founder understands that the Purchased Shares have not
been registered under the Securities Act by reason of a specific
exemption therefrom and that the Purchased Shares must be held
indefinitely, unless they are subsequently registered under the
Securities Act or the Founder obtains an opinion of counsel, in
form and substance satisfactory to the Company and its counsel,
that such registration is not required. The Founder further
acknowledges and understands that the Company is under no
obligation to register the Purchased Shares.
(c) The Founder is aware of the adoption of Rule 144 of the
Securities and Exchange Commission under the Securities Act, which
permits limited public resales of the securities acquired in a
non-public offering, subject to the satisfaction of certain
conditions. The Founder acknowledges and understands that the
conditions for resale set forth in Rule 144 have not been satisfied
and that the Company has no plans to satisfy these conditions in
the foreseeable future.
(d) The Founder has been furnished with, and has had access to,
such information as he considers necessary or appropriate for
deciding whether to invest in the Purchased Shares, and has had an
opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the issuance of the Purchased
Shares.
(e) The Founder is aware that his investment in the Company is a
speculative investment that has limited liquidity and is subject to
the risk of complete loss. The Founder is able, without impairing
his financial condition to hold the Purchased Shares for an
indefinite period and to suffer a complete loss of his investment
in the Purchased Shares.
3. Limitation on Transfer of Founder Stock.
3.1 General Restriction . The Founder shall not sell,
assign, transfer, pledge, hypothecate, mortgage, encumber or
otherwise dispose of all or any of his Shares except as expressly
provided in this Agreement.
3.2 Exceptions . Notwithstanding Section 3.1, the Founder
may transfer all or any of his Shares:
(a) by way of gift to any member of his family or to any trust
for the benefit of any such family member or the Founder; provided,
however that any such transferee shall agree in writing with the
Company, as a