THIS COMMON STOCK PURCHASE AGREEMENT,
(the “Agreement”) made as of the last executed date below (the “Effective
Date”), by and among Green Building & Engineering Contractors, LLC an
entity with a
principle address of _____________________ (the “Buyer”) and Belmont Partners,
LLC a Virginia limited liability company with a principal address of 360 Main
Street, Washington Virginia 22747 (“Seller”), and Recycle Technology, Inc. a
public vehicle organized in the state of Colorado and traded under the symbol
“RCYT” (the “Company”) and Escrow, LLC (“Escrow Agent”) (Buyer, Seller and
Company each a “Party” and collectively the “Parties”).
W I T N E
S S E T H:
WHEREAS,
the Seller owns a majority of the issued and outstanding capital stock of the
Company; and
WHEREAS,
the Buyer wishes to purchase a control block of stock consisting of ninety seven
and five tenths percent (97.5%) of the capital stock of the Company (the
“Stock”);
NOW, THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject to
the terms and conditions hereof, the Parties agree as follows:
1. Agreement to Purchase and
Sell. Seller will sell to Buyer and Buyer agrees to purchase
the Stock in exchange for:
a) two
hundred fifty one thousand eight hundred eleven U.S. dollars and twenty three
cents ($251,811.23) (the “Purchase Price”), to be paid to Seller by Buyer
according to the terms and conditions set forth in Section 3 herein;
and,
b) three
percent (3.00%) of the issued and outstanding common stock of the Company to be
provided to Seller by Buyer and/or Company according to the terms and conditions
set forth in Section 3(e) herein (the “Position”); and,
c) two
hundred U.S. dollars representing Buyer’s half of the Escrow Fees to be paid by
Buyer directly to the Escrow Agent on or before Closing.
2. Closing. On
or about five (5) business days from the Effective Date (the “Closing”) the
Parties shall perform, in
order:
a) Buyer
shall deliver to Seller a copy of this Agreement executed by Buyer;
Green
Building & Engineering Contractors, LLC/RCYT/Stock Purchase Agreement,
Page 1 of 21
Buyer:
_____
Seller:
_____
Company:
_____
b) Seller
shall deliver a fully executed copy of this Agreement to Buyer;
c) The
Purchase Price held in Escrow shall be released to Seller;
d) The
Company shall execute a resolution approving the terms of this Agreement through
which Buyer, or Buyer’s designee, is appointed as a Director and Officer of the
Company (the “Appointment”);
e) Seller
shall deliver to Buyer the Appointment;
f) Buyer
shall deliver to Seller a resolution of the board of directors of the Company
and Irrevocable Transfer Agent Instructions to effectuate performance of
Sections 1(b) and 3(e) of this Agreement (attached hereto as Exhibit 2 and 3)
(the “Board Resolution”);
g) Buyer
shall deliver to Seller a resolution of the majority shareholders of the Company
to effectuate performance of Section 1(b) and 3(e) of this Agreement (attached
hereto as Exhibit 4) (the “Shareholder Resolution”);
h) Seller
shall deliver to Buyer, to the extent reasonably available to Seller, and after
the full performance of Section 3(a), true and correct copies of the Company’s
business, financial and corporate records including but not limited to:
correspondence files, bank statements, checkbooks, minutes of shareholder and
directors meetings, financial statements, shareholder listings, stock transfer
records, agreements and contracts; and,
i) Seller
shall deliver to Buyer, as soon as practicable after the full performance of
Sections 2(a) through 2(h) herein, the stock certificate(s) evidencing the
Stock.
3. Payment
Terms.
a) Buyer
shall place the Purchase Price into an escrow account with the Escrow Agent on
behalf of the Seller on or before the Closing date. Buyer shall
release the Purchase Price to Seller at Closing and Seller shall release the
Stock to Buyer at the Closing.
b) Stock
Position.
(i) In
consideration of the benefits provided to the Company hereby, Company shall
issue and deliver to Seller, such fully paid, non-assessable restricted shares
of the Company’s common stock equal to a three percent (3.00%) post Merger (as
defined in Section 15 herein) ownership interest in the Company (the
“Position”). The Position shall be based on the capital structure of
the Company (to include all common and preferred stock) post Merger (taking into
account any and all shares issued relating to the Merger, initial contracts,
and/or initial acquisition of any assets), post reverse stock split (if any),
post initial financing (whether that initial financing be a single round or in
multiple tranches over a period of time), and after any other initial issuance
of stock (including issuance to the Company’s directors and/or
officers). Buyer and Company shall take all steps necessary to fully
effectuate the provisions of this Section 3.
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Buyer:
_____
Seller:
_____
Company:
_____
(ii) Certificate(s)
evidencing the Position shall be issued and delivered to the Seller immediately
following the actions anticipated by Section 3(e)(i) herein (the “Actions”), but
in no case later than eleven (11) months following the Effective Date
hereof. In the event that all Actions have not been completed by
eleven (11) months from the Effective Date, Buyer and/or Company shall transfer
to Seller shares comprising the Position as of that date and shall issue
additional shares as necessary following completion of the Actions.
(iii) Within
five (5) calendar days from the date the Actions are completed, Buyer and/or
Company shall notify Seller in writing that all Actions have been
completed.
(iv) Within
ten (10) calendar days from the date the Actions are completed (“Position Due
Date”), Buyer and/or Company shall deliver fully executed copies of Exhibit 2
and Exhibit 3 (attached hereto) to the Company’s Transfer Agent with an
instruction letter stating the appropriate number of shares to be issued and
delivered to Seller via overnight delivery. Should Buyer and/or
Company fail to issue and deliver the appropriate Position to Seller by the
Position Due Date, Seller shall be owed its three percent (3.00%) Position based
upon the issued and outstanding capital stock of the Company from the date the
shares are finally issued and delivered to Seller. Should the Company
experience a material decline in stock value from the Position Due Date to
Seller’s receipt of its Position, Buyer and/or Company shall issue additional
shares or provide cash compensation to Seller as necessary to equal the value of
the Position as it was on the Position Due Date. For the purposes of this
Section 3(e)(iv), a “material decline” shall mean: any decline in the Closing
Price from the Position Due Date until the date the Position is finally issued
that equates to the Position losing in value any amount greater than
$5,000.00).
(v) The
effective date of all Shares transferred pursuant to this Section 3 shall be the
Effective Date of this Agreement and shall be memorialized on the face of the
certificates evidencing such shares.
c) The
Parties acknowledge and agree that the Position shall be newly issued,
restricted common shares of the Company. Buyer and Company agree to
accept as valid any legal opinion of Seller’s counsel regarding the removal of
restrictions from the Position. In the event that, in one year from
the date of the execution of this Agreement, the Position can not be sold in
accordance with Rule 144 of the Securities Act of 1933, the Seller shall have
demand registration rights on such Position at such time. In the event that
Buyer does not provide for the removal of restrictions from the shares
comprising the Position in accordance with Rule 144, does not recognize any
opinion of Seller’s counsel regarding the removal of such restrictions, or does
not register such shares, the Company and the Buyer, jointly and severally,
shall pay to Seller liquidated damages in the amount of the bid price per share
as of the one year anniversary of this Agreement (as reported by the national
market on which the shares trade) multiplied by the number of shares in the
Position. The Parties agree that the liquidated damages hereunder are
not a penalty.
Green
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Buyer:
_____
Seller:
_____
Company:
_____
d) In
consideration of the benefits provided to the Company hereby, Company and Buyer
agree to be jointly and severally liable for all amounts due hereunder and all
other obligations of this Stock Purchase Agreement.
4. Transfer
Agent.
a) Buyer
agrees that Pacific Stock Transfer, LLC (the “Transfer Agent”) shall act as the
Company’s sole transfer agency, and said Transfer Agent shall have full power
and authority to act on behalf of
the Company in connection with the issuance, transfer, exchange and replacement
of all of the Company’s stock certificates for at least two years from the
Effective Date of this Agreement.
b) Transfer Agent shall have full
power and authority to act according to the Irrevocable Proxy.
5. Representations and
Warranties of Seller. Seller hereby represents and warrants,
for a period of twelve (12) months from the Effective Date, to Buyer that the
statements in the following paragraphs of this Section 11 are all true and
complete as of the date hereof:
a) Title
to Stock. Seller is the record and beneficial owner and has sole
managerial and dispositive authority with respect to the Stock and has not
granted any person a proxy that has not expired or been validly
withdrawn. The sale and delivery of the Stock to Buyer pursuant to
this Agreement will vest in Buyer the legal and valid title to the Stock, free
and clear of all liens, security interests, adverse claims or other encumbrances
of any character whatsoever (“Encumbrances”) (other than Encumbrances created by
Buyer and restrictions on resales of the Stock under applicable securities
laws).
b) Liabilities
of the Company. Seller makes no representation as to the existence or
non-existence of liabilities of the Company except as explicitly stated in this
Agreement. Buyer is responsible for conducting its own due diligence with
respect to the Company and its liabilities and for gathering enough information
upon which to base an investment decision in the Stock. Buyer
acknowledges that:
(i) Seller
has made no representations with respect to the Company or its status except as
explicitly stated in this Agreement; and,
(ii) To
the best knowledge of Seller, after due inquiry, the Company does not have any
liabilities except as explicitly stated in this Agreement in Schedule
1.”
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Buyer:
_____
Seller:
_____
Company:
_____
c) Full
Power and Authority. Seller represents that it has full power and authority to
enter into this Agreement.
6. Representations and
Warranties of Buyer. Buyer hereby represents and warrants to
Seller that the statements in the following paragraphs of this Section 12 are
all true and complete as of the date hereof:
a) Affidavit
of Source of Funds. Prior to each transfer to Seller or
each deposit into
escrow, Buyer shall execute an Affidavit of Source of Funds (attached hereto as
Exhibit 11), which attests that the funds to be transferred are not the proceeds
of nor are intended for or being transferred in the furtherance of any illegal
activity or activity prohibited by federal or state laws. Such activity may
include, but is not limited to: tax evasion; financial misconduct; environmental
crimes; activity involving drugs and other controlled substances;
counterfeiting; espionage; kidnapping; smuggling; copyright infringement; entry
of goods into the United States by means of false statements; terrorism;
terrorist financing or other material support of terrorists or terrorism; arms
dealing; bank fraud; wire fraud; mail fraud; concealment of assets or any effort
by conspiracy or otherwise to defeat, defraud or otherwise evade, any party or
the Court in a bankruptcy proceeding, a receiver, a custodian, a trustee, a
marshal, or any other officer of the court or government or regulatory official;
bribery or any violation of the Foreign Corrupt Practices Act; trading with
enemies of the United States; forgery; or fraud of any kind. Buyer
further warrants that all transfers of monies will be in accordance with the
Money Laundering Control Act of 1986 as amended.
b) Exempt
Transaction. Buyer understands that the offering and sale of the
Stock is intended to be exempt from registration under the Securities Act of
1933, as amended (the “Act”) and exempt from registration or qualification under
any state law.
c) Full
Power and Authority. Buyer represents that it has full power and
authority to enter into this Agreement.
d)
Stock. The Stock to be purchased by Buyer hereunder will be acquired
for investment for Buyer’s own account, not as a nominee or agent, and not with
a view to the public resale or distribution thereof, and Buyer has no present
intention of selling, granting any participation in, or otherwise distributing
the same.
e) Information
Concerning the Company. Buyer has conducted its own due diligence
with respect to the Company and its liabilities and believes it has enough
information upon which to base an investment decision in the
Stock. Buyer acknowledges that Seller has made no representations
with respect to the Company, its status, or the existence or non-existence of
liabilities in the Company except as explicitly stated in this
Agreement. Buyer is taking the Company“as is” and acknowledges and
assumes all liabilities of the Company.
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Buyer:
_____
Seller:
_____
Company:
_____
f) Investment
Experience. The Buyer understands that purchase of the Stock involves
substantial risk. The Buyer:
(i) has
experience as a purchaser in securities of companies in the development stage
and acknowledges that he can bear the economic risk of Buyer’s investment in the
Stock; and,
(ii) has
such knowledge and experience in financial, tax, and business matters so as to
enable Buyer to evaluate the merits and risks of an investment in the Stock, to
protect Buyer’s own interests in connection with the investment and to make an
informed investment decision with respect thereto.
g) No
Oral Representations. No oral or written representations have been
made other than or in addition to those stated in this Agreement. Buyer is not
relying on any oral statements made by Seller, Seller's representatives,
employee’s or affiliates in purchasing the Stock.
h) Restricted
Securities. Buyer understands that the Stock is characterized as
“restricted securities” under the Act inasmuch as they were acquired from the
Company in a transaction not involving a public offering.
i) Opinion
Necessary. Buyer acknowledges that if any transfer of the Stock is
proposed to be made in reliance upon an exemption under the Act, the Company may
require an opinion of counsel satisfactory to the Company that such transfer may
be made pursuant to an applicable exemption under the Act. Buyer
acknowledges that a restrictive legend appears on the Stock and must remain on
the Stock until such time as it may be removed under the Act.
j) Shareholder
Value. Buyer represents that Buyer intends to implement a business
plan designed to return value to the shareholders of the Company.
k) Compliance. Buyer
shall comply with all applicable securities laws, rules and regulations
regarding this Agreement, its management of the Company, the Merger and all
related transactions, including but not limited to the timely and accurate
filing of any forms required by the U.S. Securities and Exchange Commission for
the Company.
7. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, U.S.A. without giving
effect to any other choice or conflict of law provision that would cause the
application of the laws of any other jurisdiction other than the Commonwealth of
Virginia.
8. Merger and Exchange of
Stock. Buyer shall, as soon as practicable, and in no case
later than thirty (30) days from the Closing, effect a merger (the “Merger”)
between the Company and a target corporation (the “Sub”). The Company
shall be the surviving corporation of the Merger, and shall continue unimpaired
by the Merger. Upon Merger, the Company shall succeed to and shall
possess all the assets, properties, rights, privileges, powers, franchises,
immunities and purposes, and be subject to all the debts, liabilities,
obligations, restrictions and duties of the Sub.
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Buyer:
_____
Seller:
_____
Company:
_____
9. Term /
Survival. The terms of this Agreement shall be effective as of
the Effective Date, and continue until such time as the payment of the Purchase
Price and all other amounts due hereunder are fully satisfied, however; the
terms, conditions, and obligations of Sections 11, 12, 13, 14, 27, 28 and 29
hereof shall survive the termination of this Agreement.
10. Successors and
Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties, except that Buyer may not assign or transfer any of its
rights or obligations under this Agreement.
11. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement. A telefaxed
copy of this Agreement shall be deemed an original.
12. Headings. The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.
13. Ambiguities. Each Party and its counsel have
participated fully in the review and revision of this Agreement. The Parties
understand and agree that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply in
interpreting this Agreement. The language in this Agreement shall be interpreted
as to its fair meaning and not strictly for or against any
Party.
14. Costs, Expenses. Each
Party hereto shall bear its own costs in connection with the preparation,
execution and delivery of this Agreement.
15. Modifications and
Waivers. No change, modification or waiver of any provision of
this Agreement shall be valid or binding unless it is in writing, dated
subsequent to the Effective Date of this Agreement, and signed by both the Buyer
and Seller. No waiver of any breach, term, condition or remedy of this Agreement
by any party shall constitute a subsequent waiver of the same or any other
breach, term, condition or remedy. All remedies, either under this
agreement, by law, or otherwise afforded the Buyer shall be cumulative and not
alternative.
16. Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.
17. Termination. Buyer
or Seller may, upon written notice to the other party, terminate this Agreement
upon their own discretion prior to any funds being released from
escrow. Upon the release of any funds from escrow, this termination
clause is null and void.
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Buyer:
_____
Seller:
_____
Company:
_____
18. Entire
Agreement. This Agreement constitutes the entire
agreement and understanding of the parties with respect to the subject matter
hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings duties or obligations between the parties with
respect to the subject matter hereof.
19. Further
Assurances. From and after the date of this Agreement, upon
the request of the Buyer or Seller, Buyer and Seller shall execute and deliver
such instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.
20. Notices. All notices
or other communications required or permitted by this Agreement shall be in
writing and shall be deemed to have been duly received:
a) if
given by telecopier, when transmitted and the appropriate telephonic
confirmation received if transmitted on a business day and during normal
business hours of the recipient, and otherwise on the next business day
following transmission,
b) if
given by certified or registered mail, return receipt requested, postage
prepaid, three business days after being deposited in the U.S. mails
and
c) if
given by courier or other means, when received or personally delivered, and, in
any such case, addressed as indicated herein, or to such other addresses as may
be specified by any such Person to the other Person pursuant to notice given by
such Person in accordance with the provisions of this Section 27.
21. Insider
Trading. Seller and Buyer hereby certify that they have not
themselves, nor through any third parties, purchased nor caused to be purchased
in the public marketplace any publicly traded shares of the
Company. Seller and Buyer further certify they have not communicated
the nature of the transactions contemplated by the Agreement, are not aware of
any disclosure of non public information concerning said transactions, and are
not a party to any insider trading of Company shares.
22. Binding
Arbitration. In the event of any dispute, claim, question, or
disagreement arising from or relating to this agreement or the breach thereof,
the Parties hereto shall use their best efforts to settle the dispute, claim
question, or disagreement. To this effect, they shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both parties. If they do not
reach such a solution within a period of sixty (60) days, then, upon notice by
either party to the other, all disputes, claims, questions, or disagreements
shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules including the
Optional Rules for Emergency Measures of Protection, and judgment on any award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.
[Balance
of Page Intentionally Left Blank]
[Signature
Page Follows]
Green
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Buyer:
_____
Seller:
_____
Company:
_____
In Witness
Whereof, the Parties hereto have executed this Agreement as of the last
date written below.
SELLER
BUYER
BELMONT
PARTNERS, LLC
GREEN
BUILDING & ENGINEERING CONTRACTORS, LLC
____________________________
_____________________________
By: Joseph
Meuse, Managing Member
By:
Ryan Gonzalez, ___________
Date:
____________________
Date:
________________________
COMPANY
RECYCLE
TECHNOLOGY, INC.
___________________________
By:
Joseph Meuse, Director
Date:
______________________
ESCROW
AGENT
ESCROW,
LLC
____________________________
By:
_______________, ___________
Date:
_______________________
Green
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Page 9 of 21
Buyer:
_____
Seller:
_____
Company:
_____
EXHIBIT
1
UNANIMOUS
WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
IN
LIEU OF A SPECIAL MEETING
In lieu
of a Special Meeting of the Board of Directors of Recycle Technology, Inc. a
corporation organized in the State of Colorado (the "Company"), the
undersigned, being all of the Directors of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the Board of Directors duly called and
held:
WHEREAS, the Company has
determined that it is in the best interests of the Company to enter into an
agreement with Belmont Partners, LLC (“Belmont”) dated __________, 2010 (the
“Agreement”) requiring the Company to provide Belmont a three percent (3.00%)
common stock shares position in the Company (the “Position”). The
Position shall be based on the capital structure of the Company after merger
with a target corporation (taking into account any and all shares issued
relating to the merger, initial contracts, and initial acquisition of any
assets), post reverse stock split (if any), post initial financing (whether that
initial financing be a single round or in multiple tranches over a period of
time), and after any other initial issuance of stock (including issuance to the
Company’s directors and/or officers (collectively the “Merger”);
WHEREAS, the Company has
entered into the Agreement with Belmont;
WHEREAS, the Company has
received full and adequate consideration from Belmont for the
Position;
WHEREAS, it is in the best
interests of the Company to issue such shares of the Company’s common stock to
Belmont as necessary to provide Belmont the Position according to the terms of
the Agreement;
WHEREAS, all shares
transferred to Belmont hereby shall be deemed to have a valuation of par
value;
NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
(a)
it
is in the best interests of the Company to undertake the transactions
contemplated hereby; and
(b)
the
transactions are hereby approved, ratified and confirmed;
and
(c)
in
accordance with the Shareholder Consent dated ________________, the
Company will issue shares of the Company’s common stock to Belmont
necessary to provide Belmont the Position according to the terms of the
Agreement; and
(d)
any
transfer agent acting for or on behalf of the Company or a Surviving
Company (a “Transfer Agent”) shall be entitled to rely upon these
resolutions to execute the issuance of the Position as aforesaid;
and
(e)
certificate(s)
evidencing the Position shall be issued and delivered to Belmont Partners,
LLC immediately following the actions anticipated by the Merger, but in no
case later than the eleventh (11th)
month anniversary of the Effective Date of the Stock Purchase
Agreement. In the event that all actions contemplated by the
Merger have not been completed by the eleventh month anniversary of the
Effective Date of the Stock Purchase Agreement, Belmont Partners, LLC
shall be issued shares comprising the Position on that date and shall be
issued additional shares as necessary following any reverse stock split,
share issuances relating to the merger and initial contracts, initial
acquisition of any assets, initial financing, and after any other initial
issuance of stock; and
RCYT/Board
Resolutions
(f)
the
effective date of all shares transferred pursuant to this Board Resolution
shall be the Effective Date of the Stock Purchase Agreement and shall be
memorialized on the face of the certificates evidencing such
shares. Company shall accept as valid any legal opinion of
Belmont Partners, LLC’s counsel regarding the removal of restrictions from
all shares hereby issued, and any transfer agent acting on behalf of the
Company shall be entitled to rely upon these resolutions to remove such
restrictions from such shares; and
(g)
the
Company agrees to indemnify and hold harmless the Transfer Agent from and
against any and all claims, liabilities, losses, damages and expenses,
including fees and expenses of counsel, accountants and other advisors
(collectively, “Losses”), related thereto or arising out of or in
connection therewith the issuance of the Position;
and
(h)
the
Company gives the Transfer Agent authorization to deliver said shares as
specified herein to Belmont Partners, LLC at 360 Main Street, Washington,
Virginia22747 via Federal Express or Hand Delivery;
and
(i)
the
value of all shares hereby transferred shall be par
value.
Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors’ meeting and agrees to the transaction of the
business set forth in this unanimous written consent in lieu of such
meeting.
IN WITNESS WHEREOF, we have
each signed this Unanimous Written Consent of the Board of Directors in Lieu of
a Special Meeting, which may be signed in one or more counterparts, each of
which, when taken together, shall constitute one and the same instrument,
effective as of the date executed below.
______________________________
Ryan Gonzalez,
Director
STATE OF
_____________________ COUNTY OF ___________________
On this
the ____ day of _____________, 2010, Ryan Gonzalez personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.
________________________________
Notary
Public, Reg # ______________, My Commission Expires:____________
Reference
is made to that certain Common Stock Purchase Agreement between Recycle
Technology, Inc. (the “Company”), Belmont Partners, LLC (“Belmont”) and Green
Building & Engineering Contractors, LLC (the “Buyer”), dated _________ __,
2010 pursuant to which the Company shall issue to Belmont a number of shares of
the common stock of the Company equal to three percent (3.00%) of the Company
capital stock (the “Position”). This letter shall serve as the
Company’s irrevocable authorization and direction to X-Clearing Corporation, and
to any subsequent Transfer Agent of the Company, (collectively the “Transfer
Agent”) to issue shares of the common stock of the Company to Belmont as set
forth below, and no subsequent direction, order, resolution or other order or
request of the Company shall be effective to rescind, modify, nullify, or
otherwise cancel these instructions, the attached resolutions, or the shares
issued hereby.
Specifically,
the Transfer Agent is hereby instructed to issue three percent (3.00%) of the
Company’s capital to Belmont based on the capital structure of the Company
after merger with a target corporation (taking into
account any and all shares issued relating to the merger, initial contracts, and
initial acquisition of any assets), post reverse stock split (if any), post
initial financing (whether that initial financing be a single round or in
multiple tranches over a period of time), and after any other initial issuance
of stock (including issuance to the Company’s directors and/or officers
(collectively, the “Actions”).
The
Transfer Agent shall deliver certificate(s) evidencing the shares in the
Position to Belmont Partners, LLC, at the address indicated below immediately
following the Actions, but in no case later than the eleventh month anniversary
of the Effective Date of the Stock Purchase Agreement. In the event
that all Actions have not been completed by the Effective Date of the Stock
Purchase Agreement, the Transfer Agent shall transfer to Belmont certificate(s)
evidencing the shares comprising the Position on the eleventh month anniversary
of the Effective Date of the Stock Purchase Agreement, and shall further issue
additional shares to Belmont as necessary following completion of the
Actions.
The
shares comprising the Position shall be newly issued restricted common shares of
the Company, and the Effective date of all shares in the Position shall be the
Effective Date of the Stock Purchase Agreement regardless of the date on which
the certificate(s) evidencing such shares are issued, and such effective date
shall be evidenced on the face of such certificate(s).
The
Company hereby confirms to the Transfer Agent and Belmont that the shares
comprising the Position shall not be subject to any stop-transfer restrictions
and shall otherwise be freely transferable on the books and records of the
Company, and that if the shares comprising the Position are not registered for
sale under the Securities Act of 1933, as amended, then the certificates
evidencing such shares shall bear the requisite restrictive
legend. The Transfer Agent is hereby instructed to accept as valid
any opinion of Belmont’s counsel regarding removal of any restriction from the
shares comprising the Position, and upon receipt of such opinion of counsel the
Transfer Agent shall promptly remove such legend.
RCYT/Board
Resolutions
The
Company hereby represents, acknowledges and agrees that: (i) Belmont has relied
upon the representations and covenants made by the Company hereunder as a
material inducement to Belmont entering into the Common Stock Purchase
Agreement; (ii) that without such representations and covenants Belmont would
not enter into the Common Stock Purchase Agreement; (iii) in the event of any
breach or threatened breach of any provision hereof, Belmont would be
irreparably damaged and damages at law would be an inadequate remedy if these
Irrevocable Transfer Agent Instructions were not specifically
enforced. Therefore, in the event of a breach or threatened breach of
the representations and covenants hereunder, or a breach or threatened breach of
the Transfer Agent’s duties and obligations herein defined, Belmont shall be
entitled in addition to all other rights and remedies, to an injunction
restraining such breach, without being required to show any actual damages or to
post any bond or other security, and/or to a decree of specific performance of
the provisions of these Irrevocable Transfer Agent Instructions.
Delivery
of the certificate(s) evidencing the Position shall be delivered to Belmont by
Federal Express toBelmont Partners, LLC, 360 Main Street, Washington, Virginia22747, or to such other address as specified in writing by Belmont.
IN WITNESS WHEREOF, the
Parties have caused this agreement and letter of Irrevocable Transfer Agent
Instructions to be duly executed and delivered as of the date first written
above.
RECYCLE
TECHNOLOGY, INC.
BELMONT
PARTNERS, LLC
_______________________________
_______________________________
Ryan
Gonzalez, Director
Joseph
Meuse, Managing Member
X-Clearing
Corporation
___________________________
_________________,
__________
Date:
____________________________
RCYT/Board
Resolutions
EXHIBIT
3
WRITTEN
SHAREHOLDERS CONSENT
IN
LIEU OF A SPECIAL MEETING
In lieu
of a Special Meeting of the Shareholders of Recycle Technology, Inc., a
corporation organized in the State of Colorado (the "Company"), the
undersigned, being the majority shareholder(s) of the Company, take the
following actions by unanimous written consent; said actions to have the same
force and effect as if adopted at a meeting of the majority shareholders duly
called and held:
WHEREAS, the Shareholder(s)
wish to approve the issuance of a three percent (3.00%) common stock share
position issued to Belmont Partners, LLC based upon the capital structure of the
Company after merger with a target corporation (taking into account any and all
shares issued relating to the merger, initial contracts, and initial acquisition
of any assets), post reverse stock split (if any), post initial financing
(whether that initial financing be a single round or in multiple tranches over a
period of time), and after any other initial issuance of stock (including
issuance to the Company’s directors and/or officers).
NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
(a)
the
transactions contemplated above are hereby approved, ratified and
confirmed;
(b)
the
Shareholder(s) approve the issuance of a three percent (3.00%) common
stock share position to Belmont Partners, LLC based upon the capital
structure of the Company after merger with a target corporation (taking
into account any and all shares issued relating to the merger, initial
contracts, and initial acquisition of any assets), post reverse stock
split (if any), post initial financing, and after any other initial
issuance of stock (including issuance to the Company’s directors and/or
officers).
Each
Shareholder, by signing this Written Consent of the Shareholders in Lieu of a
Special Meeting, waives notice of the time, place and purpose of a special
Majority Shareholders meeting and agrees to the transaction of the business set
forth in this unanimous written consent in lieu of such meeting.
IN WITNESS WHEREOF, we have
each signed this Written Consent of the Shareholders in Lieu of a Special
Meeting, which may be signed in one or more counterparts, each of which, when
taken together, shall constitute one and the same instrument, effective as of
the date executed below.
By:
_____________________________
Ryan
Gonzalez, Majority Shareholder
Date:
____________________________
STATE OF
_____________________ COUNTY OF ___________________
On this
the ____ day of _____________, 2010, Ryan Gonzalez personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.
________________________________
Notary
Public, Reg # ______________, My Commission Expires:____________
RCYT/Board
Resolutions
EXHIBIT
4
UNANIMOUS
WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
IN
LIEU OF A SPECIAL MEETING
In lieu
of a Special Meeting of the Board of Directors of Recycle Technology, Inc., a
corporation organized in the State of Colorado (the "Company"), the
undersigned, being all of the Directors of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the Board of Directors duly called and
held:
WHEREAS, the Company has
determined that it is in the best interests of the Company to transfer ninety
seven and five tenths percent (97.5%) of the Company’s capital stock to Green
Building & Engineering Contractors, LLC.
NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
(j)
it
is in the best interests of the Company to undertake the transaction
contemplated hereby; and,
(k)
the
transactions are hereby approved, ratified and confirmed;
and,
(l)
any
transfer agent acting for or on behalf of the Company or a Surviving
Company (a “Transfer Agent”) shall be entitled to rely upon these
resolutions to execute the issuance of the shares as aforesaid;
and,
(m)
the
effective date of all Shares transferred pursuant to this Board Resolution
shall be the Effective Date of the Stock Purchase Agreement and shall be
memorialized on the face of the certificates evidencing such shares;
and,
(n)
the
Company agrees to indemnify and hold harmless the Transfer Agent from and
against any and all claims, liabilities, losses, damages and expenses,
including fees and expenses of counsel, accountants and other advisors
(collectively, “Losses”), related thereto or arising out of or in
connection therewith the issuance of shares;
and,
(o)
the
value of all shares hereby transferred shall be par
value.
Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors’ meeting and agrees to the transaction of the
business set forth in this unanimous written consent in lieu of such
meeting.
IN WITNESS WHEREOF, we have
each signed this Unanimous Written Consent of the Board of Directors in Lieu of
a Special Meeting, which may be signed in one or more counterparts, each of
which, when taken together, shall constitute one and the same instrument,
effective as of the date executed below.
_____________________________
Joseph
Meuse, Director
Date:
____________________________
STATE OF
_____________________ COUNTY OF ___________________
On this
the ____ day of _____________, 2010, Joseph Meuse personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.
________________________________
Notary
Public, Reg # ______________, My Commission Expires:____________
RCYT/Board
Resolutions
EXHIBIT
5
WRITTEN
SHAREHOLDERS CONSENT
IN
LIEU OF A SPECIAL MEETING
In lieu
of a Special Meeting of the Shareholders of Recycle Technology, Inc., a
corporation organized in the State of Colorado (the "Company"), the
undersigned, being the majority shareholder(s) of the Company, take the
following actions by unanimous written consent; said actions to have the same
force and effect as if adopted at a meeting of the majority shareholders duly
called and held:
WHEREAS, the Shareholder(s)
wish to approve the transfer of ninety seven and five tenths percent (97.5%) of
the Company’s capital stock to Green Building & Engineering Contractors,
LLC.
NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
(c)
the
transactions contemplated above are hereby approved, ratified and
confirmed; and,
(d)
the
Shareholder(s) approve the transfer of ninety seven and five tenths
percent (97.5%) of the Company’s capital stock to Green Building &
Engineering Contractors, LLC.
Each
Shareholder, by signing this Written Consent of the Shareholders in Lieu of a
Special Meeting, waives notice of the time, place and purpose of a special
Majority Shareholders meeting and agrees to the transaction of the business set
forth in this unanimous written consent in lieu of such meeting.
IN WITNESS WHEREOF, we have
each signed this Written Consent of the Shareholders in Lieu of a Special
Meeting, which may be signed in one or more counterparts, each of which, when
taken together, shall constitute one and the same instrument, effective as of
the date executed below.
By:
_____________________________
Joseph
Meuse, Managing Member of Belmont Partners, LLC, Majority
Shareholder
Date:
____________________________
STATE OF
_____________________ COUNTY OF ___________________
On this
the ____ day of _____________, 2010, Joseph Meuse personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.
________________________________
Notary
Public, Reg # ______________, My Commission Expires:____________
RCYT/Board
Resolutions
EXHIBIT
6
UNANIMOUS
WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
IN
LIEU OF A SPECIAL MEETING
In lieu
of a Special Meeting of the Board of Directors of Recycle Technology, Inc., a
corporation organized in the State of Colorado (the "Company"), the
undersigned, being all of the Directors of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the Board of Directors duly called and
held:
WHEREAS, the Board wishes to
appoint Ryan Gonzalez as the Director and President of the Company.
NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
(a)
it
is in the best interests of the Company to undertake the transactions
contemplated hereby; and,
(b)
the
transactions are hereby approved, ratified and confirmed;
and,
(c)
the
Company appoints Ryan Gonzalez as the Director, President and Secretary of
the Company.
Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors’ meeting and agrees to the transaction of the
business set forth in this unanimous written consent in lieu of such
meeting.
IN WITNESS WHEREOF, we have
each signed this Unanimous Written Consent of the Board of Directors in Lieu of
a Special Meeting, which may be signed in one or more counterparts, each of
which, when taken together, shall constitute one and the same instrument,
effective as of the date executed below.
_____________________________
Joseph
Meuse, Director
Date:
____________________________
STATE OF
_____________________ COUNTY OF ___________________
On this
the ____ day of _____________, 2010, Joseph Meuse personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.
________________________________
Notary
Public, Reg # ______________, My Commission Expires:____________
Date:
_________________________
RCYT/Board
Resolutions
EXHIBIT
7
WRITTEN
SHAREHOLDERS CONSENT
IN
LIEU OF A SPECIAL MEETING
In lieu
of a Special Meeting of the Shareholders of Recycle Technology, Inc., a
corporation organized in the State of Colorado (the "Company"), the
undersigned, being the majority shareholder(s) of the Company, take the
following actions by unanimous written consent; said actions to have the same
force and effect as if adopted at a meeting of the majority shareholders duly
called and held:
WHEREAS, the Shareholder(s)
wish to nominate of Ryan Gonzalez as the Director, President and Secretary of
the Company.
NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
(e)
the
transactions contemplated above are hereby approved, ratified and
confirmed; and,
(f)
the
Shareholder(s) approve the nomination of Ryan Gonzalez as the Director,
President and Secretary of the
Company.
Each
Shareholder, by signing this Written Consent of the Shareholders in Lieu of a
Special Meeting, waives notice of the time, place and purpose of a special
Majority Shareholders meeting and agrees to the transaction of the business set
forth in this unanimous written consent in lieu of such meeting.
IN WITNESS WHEREOF, we have
each signed this Written Consent of the Shareholders in Lieu of a Special
Meeting, which may be signed in one or more counterparts, each of which, when
taken together, shall constitute one and the same instrument, effective as of
the date executed below.
By:
_____________________________
Joseph
Meuse, Managing Member of Belmont Partners, LLC, Majority
Shareholder
Date:
____________________________
STATE OF
_____________________ COUNTY OF ___________________
On this
the ____ day of _____________, 2010, Joseph Meuse personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.
________________________________
Notary
Public, Reg # ______________, My Commission Expires:____________
The
undersigned, Ryan Gonzalez (“Transferor”), who being first duly sworn upon oath,
deposes and states as follows:
1.
Transferor hereby swears, warrants and affirms under pain and penalty of perjury
that the information in the following Affidavit of Source of Funds is true and
accurate, and all funds referenced herein are free of all claims, debts, liens
or contingent liabilities immediately prior to any transfer by Transferor to the
accounts of Belmont Partners, LLC, its agents or assigns (collectively
“Belmont”).
2.
Transferor does not contemplate filing for relief under the provision of any
applicable Bankruptcy Code, nor is Transferor involved in any situation that
Transferor reasonably anticipates would cause Transferor to file for relief
under any Chapter of any applicable Bankruptcy Code in the future. Transferor
further sears, warrants and affirms that any funds which Transferor may transfer
to the accounts of Belmont are not the proceeds of nor are intended for or being
transferred in the furtherance of any concealment of assets or any effort by
conspiracy or otherwise to defeat, defraud or otherwise evade, any party or the
Court in any bankruptcy proceeding, a receiver, a custodian, a trustee, a
marshal, or any other officer of the Court or government or regulatory official
of any kind.
3.
Transferor is not transferring assets in an attempt to defeat the collection of
any U.S. government obligation(s), U.S. government-backed obligation(s), or any
state, local, or national government (be it foreign or domestic) obligation(s)
and Transferor is aware that doing so may be a crime.
4. Transferor
hereby swears, warrants, and affirms that any funds which Transferor may
transfer to the accounts of Belmont are not the proceeds of nor are they
intended for or being transferred in the furtherance of any illegal activity or
activity prohibited by federal, state, local or foreign laws. Such activity may
include, but is not limited to: securities fraud or other financial misconduct
of any kind; tax evasion; environmental crimes; activity involving drugs or
other controlled substances; counterfeiting; espionage; kidnapping; piracy;
smuggling; copyright infringement; entry of goods into the United States by
means of false statements; terrorism; terrorist financing or other material
support of terrorists or terrorism; arms dealing; bank fraud; wire fraud; mail
fraud; bribery or any violation of the Foreign Corrupt Practices Act; theft;
embezzlement; misappropriation of public funds; violations of export or import
controls of the United States or any other nation; any crime of violence;
computer fraud and abuse; trading with enemies of the United States; forgery; or
fraud of any kind. Transferor further warrants that all transfers of funds will
be in accordance with the Money Laundering Control Act of 1986, as amended; the
Bank Secrecy Act of 1970, as amended; the International Money Laundering
Abatement and Anti-Terrorist Financing Act of 2001, as amended; and all other
applicable federal, state, local and foreign laws, rules and
regulations.
5. Transferor
understands that Belmont acts in compliance with various laws and regulations
intended to detect and report unlawful financial transactions relating, but not
limited, to money laundering and terrorist financing. Transferor understands
that Belmont may disclose personal financial information relating to customers
and transactions to appropriate law enforcement agencies without providing
notice to the individual or object of any such investigation.
6. This
Affidavit applies to the Deposit of three hundred thousand ($300,000.00) which
will be transferred by Transferor to accounts of Belmont by (please check one) □wire
transfer or □check; and this Affidavit applies to the Balance of the Purchase
Price which will be transferred by Transferor to the accounts of Belmont by
(please check one)
□wire transfer or □check.
I HEREBY
SWEAR, WARRANT AND AFFIRM, UNDER PAIN AND PENALTY OF PERJURY THAT THE FOREGOING
STATEMENTS ARE TRUE AND CORRECT.
____________________________________
Signature
Ryan
Gonzalez
Print
Name
STATE OF
_____________________ COUNTY OF ___________________
On this
the ____ day of _____________, 2010, Ryan Gonzalez personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.
________________________________
Notary
Public, Reg # ______________, My Commission Expires:____________
