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

 

 

SCHEDULE A
Name		Number of Shares		Type
SHAREHOLDER 1. [Investors]		300,000		Non Legend
SHAREHOLDER 2		530,750		Non Legend
SHAREHOLDER 3		530,750		Non Legend
SHAREHOLDER 4		530,798		Non Legend
DAVID BROWN		8,870,170		Legend
Total number of shares		10,762,470

 

Number		Date		Shareholder		Shares Currently Owned		Shares Being Sold		Shares Shareholder Keeping
4		8/13/1990		Frank Freeman		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
62004		11/15/1999		George T. Jochum		275,000		247,500		27,500
62005		11/15/1999		Jeffrey Freeman		21,650		19,485		2,165
62006		11/15/1999		C. Roy Hollis		20,650		18,585		2,065
62008		7/9/2000		Guy A. Galluccio, Sr.		200,000		180,000		20,000
62009		7/9/2000		RBD Investment Trust		600,000		540,000		60,000
62010		7/9/2000		Grace Holdings, Inc.		300,000		270,000		30,000
62012		7/9/2000		Caroline Holdridge		200,000		180,000		20,000
62013		7/9/2000		Cynthia M. Tanenbaum		200,000		180,000		20,000
62014		3/22/2007		Grace Holding, Inc.		1,000,000		900,000		100,000
62015		3/22/2007		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		50,000		45,000		5,000
62022		3/22/2007		Brendan Thomas Molly		50,000		45,000		5,000
62023		3/22/2007		Patrick Michael Molly		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		3/22/2007		Drew Stephen Tanenbaum		50,000		45,000		5,000
62027		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