ACQUISITIONAGREEMENT

BASIC TRANSACTION.

Consideration to be Exchanged.

 

a.

On the Closing Date RENW shall deliver to WESCO, in the name of EarthFirst Technologies, Inc., an amount of shares which shall be equal to three million five hundred thousand (3,500,000) shares or approximately thirty three and one third (33 and 1/3%) percent of the then outstanding shares of common stock, then outstanding at the time of the closing, whichever is numerically equivalent of one third of the outstanding shares after issuance for this acquisition after closing.

 

b.

WESCO shall deliver, or assign through this Agreement, all matters related to the CAVD or pyrolitic technology, which shall be set forth in Schedule A of this Agreement. Said items shall include the following types of matters: all patents, patents pending, work product on improvements, all uses for the CAVD, all laboratory and engineering work, all client materials, all potential client list, sales lists, pro-formas, business plans, etc. such uses, plans, patents, improvements, and all business opportunities shall include Distiller’s Dry Grain (DDG), carpet waste, municipal waste, algae use, and all other uses for CAVD, subject to the exclusions set forth herein.

 

c.

WESCO shall assign all interest for all intellectual property for all uses of the CAVD and pyrolisis systems, exclusive of only those that are contained at the time of closing in RCT, LLC, to RENW.

 

d.

WESCO shall deliver an indemnification or some form of release or assurance that there shall be no claim now pending, or which could exist as to any claim against WESCO from Laurus Funds, or the now existing lawsuit in the middle district of Florida. Such release, indemnification, and assurance shall be attached as Schedule B at time of closing, to the satisfaction of RENW.

 

e.

Both Parties hereby acknowledge that RENW had previously paid an amount of one hundred thousand dollars ($100,000.00) for the licensing of rights to the CAVD technology to WESCO, and a later payment of two hundred thousand dollars ($200,000.00) to a related party, for similar licensing of use of the CAVD process which is subject to a civil suit by RENW in the Thirteenth Judicial Circuit in and for Hillsborough County, Florida at this time. RENW acknowledges that it will relieve and dismiss any claim against that third party if all rights to such technologies are delivered under this agreement. WESCO shall assist RENW in any claim by any third party for the two hundred thousand dollars ($200,000) under the earlier agreement by RENW and such third party.

 

a.

There are two (2) plant sales made or two equivalent plant build outs which cause revenue to RENW, which are not for tire use of the CAVD or excluded related process, if realized within twelve months of closing, or

 

b.

There are revenues over $1 million dollars ($1,000,000.00) realized by RENW related to the acquired technologies, within twelve months of closing, or

 

c.

Any  combination of revenue from 1.2 a. and 1.2 b. above during the first twelve months after closing which totals in the aggregate one million dollars ($1,000,000.00).

 

a.

The Common Stock of RENW which shall initially be issued shall be held by WESCO under a “lock up” Agreement, whereby the stock shall be held by WESCO for a period of twelve months from the date of issuance or closing, whichever is later. Such stock shall be held regardless of regulatory changes to the transferability of such shares. Such stock shall not be alienated, transferred, leined, or otherwise hypothecated during such a period, without the approval of the Board of Directors of RENW upon written request made to the Board which decision shall be rendered by the Board within three (3) working days of receipt of the request from WESCO.

 

b.

The Common Stock of RENW which is issued under this Agreement shall have all voting rights assigned to the Board of Directors of RENW for a period of six (6) months from the date or issuance or closing, whichever is later. Such voting proxy shall be automatically alienable and cancellable based upon paragraph 1.4 a. above if such stock is approved for transfer based upon those conditions and approval.

REPRESENTATIONS AND WARRANTIES.

c.

Copies of Documents Genuine.    All copies of all documents submitted by either party in this transaction or in any part of due diligence or negotiation are true, complete, correct and unmodified copies of such documents.

d.

Noncontravention.   The execution of this Agreement by the Parties means that they do not intend, nor will any of their officers, directors, or agents, knowingly transgress within the area of operations of the other Party regarding the use of the technologies exchanged under this Agreement or existing technologies or operations, whether consummated or pursued under the following specific exclusions. In particular, WESCO will not pursue, support, or enhance, except on behalf and with the knowledge and assent of RENW, any opportunity, project or technology dealing with pyrolitic technology, and the CAVD uses and potential uses. As well WESCO shall not pursue any low hydro projects which would compete or impede any of the technologies held by RENW, or pursued by them under those lines. Neither would RENW pursue any business opportunity which WESCO has pursued within their knowledge. Both parties may waive such matters in writing upon fourteen days notice to the other.

e.

Litigation.   There are no suits, actions or proceedings at law or in equity, pending or threatened against or affecting this transaction, except those set forth in the agreement or schedules, or disclosed in filings, that can be expected to result in any materially adverse change in the business, properties, operations, prospects, or assets which are being conveyed from WESCO to RENW.

f.

Laws and Regulations.   Both Parties have complied with all laws, rules, regulations and ordinances relating to or affecting the conduct of this Agreement, and further, WESCO has represented compliance with all laws, rules and regulations as to it’s entitlement to, ownership of, operation of, and ability to transact the CAVD business and operations. WESCO further asserts that they are compliant and possess all necessary licenses and permits required in its business by federal, state or local authorities for the intent and transaction of this Agreement to occur.

g.

Full Disclosure.   Neither this Agreement nor any other instrument furnished to WESCO or RENW by or on behalf of either party contains any untrue statement of a material fact or omits to state a material fact necessary to make any statements made not misleading, and there is no fact that materially and adversely affects, or foreseeably may materially and adversely affect, the intent or subjects of this Agreement.

h.

Representations and Warranties True at Closing.   Except as expressly herein otherwise provided, all of the representations and warranties by RENW and WESCO as set forth herein shall be true as of the Closing Date as though such representations and warranties were made on and as of such date.

i. 

No Material Adverse Change, Etc.

1) 

 

2)

By WESCO:  At the time of the execution of this Agreement and at the time of closing (if different), there has not been, other than as contemplated or caused by this Agreement any (i)  material adverse the rights of WESCO to any of the intellectual properties, assets, or other materials being purchased, pursuant to Schedule A, being purchased from WESCO, which would impede such operations or business for any of the operations of the CAVD and related technologies being acquired; (ii) any damage, destruction, or loss, whether covered by insurance or not, having a material adverse effect on the business, condition (financial or otherwise), operations or prospects of WESCO for the use of such technology or assets, (iii) any entry into or termination of any material commitment, contract, Agreement, or transaction(including, without limitation, any material borrowing or capital expenditure or sale or other disposition of any material asset or assets) of, or involving WESCO, other than this Agreement and Agreements executed in the ordinary course of business;(iv) nor promise or payment of any increase to or for any executive or principal's executive bonus, or other compensation, (viii) any default or breach of any material respect pursuant to any covenant or Agreement, or (ix) any other change in the manner which the company has conducted its business in the past which would impede the operations concerning the CAVD and related technology interests acquisition.

(a) 

(b) 

(c) 

(d) 

(e) 

(a) 

(b) 

 

(c)

(a) 

(b) 

 

( c)

(d)