Attached files
| file | filename |
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| 8-K - CHANGE OF CONTROL - Energiz Renewable, Inc. | f8k1004_form-ener.htm |
Exhibit 10.1 - Stock Purchase Agreement
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made this 17th day of March, 2010, by and between ENVIRONMENTAL ENERGY ENTERPRISES LIMITED an entity registered in the United Kingdom (House # 5094072) as agent for the buyers, hereinafter called BUYERS, and EDWARD T. WHELAN as agent for shareholders, hereinafter called SELLERS.
RECITALS:
WHEREAS, the SELLERS own 11,658,300 shares out of a total of 12,272,300 issued and outstanding common shares of Energiz Renewable, Inc., formerly known as C & G DEC Capital, Inc, a Florida corporation, hereinafter called the COMPANY, a copy of SELLERS is attached as Exhibit B and incorporated herein by reference;
WHEREAS the COMPANY as of the date of Closing as is defined in Paragraph 9 below, is an OTC Bulletin Board publicly traded Shell company substantially in the form as noted in the Company’s Form 10-Q for quarter ended September 30, 2009 as filed with the U.S. Securities and Exchange Commission on the 17th day of November, 2009
WHEREAS, the BUYERS desires to purchase 10,762,470 shares which comprise approximately 87.7% of the total outstanding shares, and represent some of the outstanding shares which are presently owned by SELLERS and SELLERS are willing to sell these shares to the BUYERS, all on the terms as set forth below;
THEREFORE, IT IS AGREED AS FOLLOWS:
1. BUYERS agree to purchase from SELLERS, and SELLERS agree to sell to the BUYERS, at the Closing as defined in Paragraph 9 below, certain shares of common stock of the COMPANY, free and clear of all claims, liens, or encumbrances of any kind.
2. The BUYERS shall purchase from the SELLERS an aggregate of 10,762,470 common shares of the COMPANY, a copy of SELLERS shares being sold is attached as Exhibit B and incorporated herein by reference, of which 1,892,300 common shares will have no restrictive legend on them and 8,870,170 common shares will have a restrictive legend on them for an aggregate price of $300,000.00 to be paid to the SELLERS on the date of Closing as is defined in Paragraph 9 below. BUYERS aggregated shares shall be bought and prorated individually according to the attached Exhibit A and incorporated by reference.
3. It is understood and agreed that the BUYERS have approached the SELLERS and solicited it to sell the shares. The SELLERS has made no representations or warranties of any kind to induce BUYERS to purchase said shares other than as stated in this Agreement.
4. SELLERS represent and warrant to BUYERS that, as of the date hereof, the following statements are true and correct to the best of their knowledge.
a. SELLERS have full right, power and authority to sell, transfer and deliver the Stock owned by them to BUYERS in accordance with the terms of this Agreement, and otherwise to consummate and close the transaction provided for in this Agreement in the manner and upon the terms herein specified.
b. COMPANY is not a party to any pending or to SELLERS’ knowledge threatened suit, action, proceeding, prosecution or litigation which might materially adversely affect the financial condition, business, assets, properties, certificates, rights, authorities, franchises or authorizations of COMPANY, or materially interfere therewith, nor to the knowledge of SELLERS is there any threatened or pending governmental investigation involving COMPANY or any of their operations, including inquiries, citations or complaints by any federal, state or local administration or agency, which would materially adversely affect the financial condition,
| Stock Purchase Agreement- Page 1 of 6 | Init Buyers' Agent | Init Seller's Agent |
| /s/DW | /s/EW |
business, assets or properties of COMPANY; and there are no outstanding, existing or pending judgments, orders, decrees, rulings, directives, stipulations or other mandates of any court or any public or quasi-public agency, body or official which have been in any way violated as they relate to or affect COMPANY or any of their properties, businesses, operations, affairs or activities.
c. There are no material defaults on the part of COMPANY under any contract, lease, mortgage, pledge, credit agreement, title retention agreement, security agreement, lien, encumbrance or any other commitment, contract, agreement or undertaking to which it is a party.
d. No representation by SELLERS made throughout this transaction and no statement made in any certificate or schedule furnished in connection with the transaction herein contemplated contains or will contain any knowingly untrue statement of a material fact or knowingly omits or will omit to state any material fact reasonably necessary to make any such representation or any such statement not misleading to a prospective purchaser of the Stock.
5. Simultaneously with the Closing as described in Paragraph 9 below, ___________________ shall be elected to the Board of Directors and David Brown shall serve as its Chairman of the COMPANY and ______________ as the current director of the COMPANY shall resign from the Board of Directors and execute the Certificate of Resignation to be filed by BUYERS for the State of Florida.
6. Simultaneously with the Closing as described in Paragraph 9 below, Edward T. Whelan shall be appointed as President/CEO, __________ shall be appointed as Treasurer/CFO, and __________ shall be appointed as Secretary of the COMPANY
7. This Agreement and its application shall be governed under the laws of the State of Florida. Any and all disputes and controversies of every kind and nature between the parties hereto arising out of or relating to this Agreement relating to the existence, construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation, breach, continuance or termination thereof shall be subject to an arbitration mutually agreeable to the parties or, in the absence of such mutual agreement, then subject to arbitration in accordance with the rules of the American Arbitration Association. It is the intent of the parties hereto and the purpose of this provision to make the submission to arbitration of any dispute or controversy arising thereunder an express condition precedent to any legal or equitable action or proceeding of any nature whatsoever.
8. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, representatives, successors, and assigns.
9. A. The closing on the transaction contemplated hereby shall take place on or before July 18, 2010 at the COMPANY’s office of located at 135 First Street, Unit 2F, Keyport, New Jersey 07735. BUYERS and SELLERS may appear in person or by telephone.
IN WITNESS WHEREOF, the undersigned have hereunto affixed their signatures.
BUYERS’ AGENT:
ENVIRONMENTAL ENERGY ENTERPRISES LIMITED
/s/David Brown____________________________
BY: DAVID BROWN, PRESIDENT.
SELLERS AGENT:
/s/Edward T. Whelan________________________
EDWARD T. WHELAN
| Stock Purchase Agreement- Page 2 of 3 | Init Buyers' Agent | Init Seller's Agent |
| /s/DW | /s/EW |
EXHIBIT A
BUYERS SHARES THAT ARE BEING BOUGHT
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SCHEDULE A
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|||||
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Name
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Number of Shares
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Type
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|||
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SHAREHOLDER 1. [Investors]
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300,000
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Non Legend
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|||
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SHAREHOLDER 2
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530,750
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Non Legend
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|||
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SHAREHOLDER 3
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530,750
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Non Legend
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|||
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SHAREHOLDER 4
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530,798
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Non Legend
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|||
|
DAVID BROWN
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8,870,170
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Legend
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|||
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Total number of shares
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10,762,470
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||||
| Stock Purchase Agreement- Page 3 of 3 | Init Buyers' Agent | Init Seller's Agent |
| /s/DW | /s/EW |
EXHIBIT B
SELLERS SHARES THAT ARE BEING SOLD
|
Number
|
Date
|
Shareholder
|
Shares
Currently
Owned
|
Shares
Being Sold
|
Shares
Shareholder
Keeping
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||||||
|
4
|
8/13/1990
|
Frank Freeman
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41,500
|
37,350
|
4,150
|
||||||
|
5
|
8/13/1990
|
Jeffrey Freeman
|
4,350
|
3,915
|
435
|
||||||
|
62002
|
7/1/1999
|
Guy A. Galluccio, Sr.
|
29,150
|
26,235
|
2,915
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||||||
|
62004
|
11/15/1999
|
George T. Jochum
|
275,000
|
247,500
|
27,500
|
||||||
|
62005
|
11/15/1999
|
Jeffrey Freeman
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21,650
|
19,485
|
2,165
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||||||
|
62006
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11/15/1999
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C. Roy Hollis
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20,650
|
18,585
|
2,065
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||||||
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62008
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7/9/2000
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Guy A. Galluccio, Sr.
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200,000
|
180,000
|
20,000
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||||||
|
62009
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7/9/2000
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RBD Investment Trust
|
600,000
|
540,000
|
60,000
|
||||||
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62010
|
7/9/2000
|
Grace Holdings, Inc.
|
300,000
|
270,000
|
30,000
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||||||
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62012
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7/9/2000
|
Caroline Holdridge
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200,000
|
180,000
|
20,000
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||||||
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62013
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7/9/2000
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Cynthia M. Tanenbaum
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200,000
|
180,000
|
20,000
|
||||||
|
62014
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3/22/2007
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Grace Holding, Inc.
|
1,000,000
|
900,000
|
100,000
|
||||||
|
62015
|
3/22/2007
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Atlantic Investment Trust
|
1,000,000
|
900,000
|
100,000
|
||||||
|
62016
|
3/22/2007
|
Caroline Holdridge
|
488,000
|
439,200
|
48,800
|
||||||
|
62017
|
3/22/2007
|
Melissa A. Malloy
|
50,000
|
45,000
|
5,000
|
||||||
|
62018
|
3/22/2007
|
Brendan Joseph Whelan
|
50,000
|
45,000
|
5,000
|
||||||
|
62019
|
3/22/2007
|
Heather Marie Whelan
|
50,000
|
45,000
|
5,000
|
||||||
|
62020
|
3/22/2007
|
Sean Michael Whelan
|
50,000
|
45,000
|
5,000
|
||||||
|
62021
|
3/22/2007
|
Tara Lynn Whelan
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50,000
|
45,000
|
5,000
|
||||||
|
62022
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3/22/2007
|
Brendan Thomas Molly
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50,000
|
45,000
|
5,000
|
||||||
|
62023
|
3/22/2007
|
Patrick Michael Molly
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50,000
|
45,000
|
5,000
|
||||||
|
62024
|
3/22/2007
|
Grace Johnanah Molly
|
50,000
|
45,000
|
5,000
|
||||||
|
62025
|
3/22/2007
|
Brian James Tanenbaum
|
50,000
|
45,000
|
5,000
|
||||||
|
62026
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3/22/2007
|
Drew Stephen Tanenbaum
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50,000
|
45,000
|
5,000
|
||||||
|
62027
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3/22/2007
|
Cynthia M. Tanenbaum
|
488,000
|
439,200
|
48,800
|
||||||
|
62028
|
3/22/2007
|
RBD Investment Trust
|
2,300,000
|
2,070,000
|
230,000
|
||||||
|
62029
|
3/22/2007
|
Jonathan Zuck
|
50,000
|
45,000
|
5,000
|
||||||
|
62030
|
3/22/2007
|
Claire Tanenbaum
|
50,000
|
45,000
|
5,000
|
||||||
|
62031
|
3/22/2007
|
Jim McManus
|
50,000
|
45,000
|
5,000
|
||||||
|
62032
|
3/22/2007
|
Dennis & Leslie Speisman
|
50,000
|
45,000
|
5,000
|
||||||
|
62033
|
3/22/2007
|
Theodore W. & Janet R. Urban
|
50,000
|
45,000
|
5,000
|
||||||
|
62034
|
3/22/2007
|
Alan Rubin
|
50,000
|
45,000
|
5,000
|
||||||
|
62035
|
3/22/2007
|
Weeda Family Trust, James C. Fielding, Jr. Trustee 10/24/1995
|
50,000
|
45,000
|
5,000
|
||||||
|
62036
|
3/22/2007
|
Associates Investment Corporation
|
300,000
|
270,000
|
30,000
|
||||||
|
62037
|
3/22/2007
|
Eric M. Hellige
|
240,000
|
216,000
|
24,000
|
||||||
|
62038
|
3/22/2007
|
Michelle Wims & Greg Wims
|
50,000
|
45,000
|
5,000
|
||||||
|
62039
|
4/11/2007
|
Claire S. Urban
|
200,000
|
180,000
|
20,000
|
||||||
|
62040
|
4/11/2007
|
Linda J. Omer
|
150,000
|
135,000
|
15,000
|
||||||
|
62041
|
4/11/2007
|
Teri L. Gleason
|
150,000
|
135,000
|
15,000
|
||||||
|
62042
|
4/11/2007
|
Debbie J. Hulen
|
150,000
|
135,000
|
15,000
|
||||||
|
62043
|
4/11/2007
|
Karen A. Rutkowski
|
150,000
|
135,000
|
15,000
|
||||||
|
62044
|
4/11/2007
|
Teresa K. Jochum
|
150,000
|
135,000
|
15,000
|
||||||
|
62045
|
4/11/2007
|
Andrew T. Urban
|
200,000
|
180,000
|
20,000
|
||||||
|
62046
|
4/11/2007
|
Janet & Theodore Urban
|
350,000
|
315,000
|
35,000
|
||||||
|
62047
|
6/14/2007
|
William N. Walling Jr., CFA
|
50,000
|
45,000
|
5,000
|
||||||
|
62501
|
2/28/2008
|
RBD Investment Trust
|
750,000
|
675,000
|
75,000
|
||||||
|
62052
|
2/28/2008
|
Grace Holding, Inc.
|
250,000
|
225,000
|
25,000
|
||||||
|
62053
|
2/28/2008
|
Atlantic Investment Trust
|
250,000
|
225,000
|
25,000
|
||||||
|
62054
|
2/28/2008
|
Caroline Holdridge
|
250,000
|
225,000
|
25,000
|
||||||
|
Authorized
|
40,000,000
|
11,658,300
|
10,492,470
|
1,165,830
|
|||||||
|
Non Legend
|
1,703,070
|
||||||||||
| Legend | 8,789,400 |
| Stock Purchase Agreement- Page 3 of 3 | Init Buyers' Agent | Init Seller's Agent |
| /s/DW | /s/EW |