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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 John Burns (the "Founder") with a
mailing address of 204 Cricken Tree Drive in Simpsonville, South Carolina 29681.
WHEREAS, Company wished to sell to the Founder, and the Founder wishes to purchase from the
Company, an aggregate of 1,170,000 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 condition to such transfer, to be bound by all of the provisions of this
Agreement to the same extent as if such transferee were the Founder, or
(b) by will or the laws of descent and distribution, in which event each transferee shall be
bound by all of the provisions of this Agreement to the same extent as if such transferee were the
Founder. As used herein, the word "family" shall include any spouse, lineal ancestor or descendant,
brother or sister.
4. Right of First Refusal on Disposition of Founder Stock.
(a) If at any time the Founder desires to sell for cash any of his Shares pursuant to a bona
fide offer from a third party (the "Proposed Transferee"), the Founder shall submit a written offer
(the "Offer") to sell such Shares (the "Offered Shares") to the Company on terms and conditions,
including price, not less favorable to the Company than those on which the Founder proposes to sell
such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the
Proposed Transferee, the number of Offered Shares proposed to be sold and the price thereof, the
total number of Shares owned by the Founder, and the terms and conditions of, and any other
material facts relating to, the proposed sale.
(b) The Company shall have an option for a period of 21 days (the "Company Option Period")
following in receipt of the Offer to purchase some or all of the Offered Shares in place of the
Proposed Transferee. If the Company desires to purchase any of the Offered Shares, it shall notify
the Founder of such election during the Company Option Period, stating the number of Offered Shares
it desires to purchase. Such notice
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