STOCK
PURCHASE AND SALE
AGREEMENT


 


THIS
STOCK PURCHASE
AND SALE AGREEMENT
(“Agreement”) is effective
as of the
2nd day of June,
2016 (the “Effective Date”), by
and between Joseph
Arcaro (“Seller”), an
individual with a
notice address of 22837
Pacific Coast Highway,
Suite 632, Malibu,
CA 90265, and
AmericaTowne, Inc.
a Delaware corporation,
or its designee or assign, with a notice address at 4700 Homewood Court, Suite
100, Raleigh, North Carolina 27609 (“Buyer”).


 


WHEREAS,
Seller owns ONE
HUNDRED MILLION (100,000,000)
restricted shares of common
stock (the "Shares")
of Global Recycle
Energy, Inc.,
(OTC Pink GREI)
a Nevada corporation
(the "Company"). This
Agreement provides for
the acquisition of
the Shares by
Buyer, in a private transaction whereby Buyer intends on holding the shares acquired in its account for its own benefit
and not with the intent of public resale or distribution, for
a total purchase price
of ONE HUNDRED
SEVENTY FIVE THOUSAND
U.S. Dollars ($175,000.00)
(the “Purchase Price”) on
the terms and conditions
set forth below.


 


WHEREAS,
Seller and Buyer
have determined, subject
to the terms
and conditions set
forth in this Agreement,
that the transaction
contemplated hereby is
desirable and in
the their best
interests, respectively.


 


NOW,
THEREFORE, on the
stated premises and
for and in
consideration of the
mutual covenants and
agreements hereinafter set
forth and the
mutual benefits to
the parties to
be derived here from,
it is hereby
agreed as follows:


 



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ARTICLE
I


SALE
AND PURCHASE OF
THE SHARES


 


Section
1.1  Sale and
Purchase. 
Subject to the
terms and conditions
hereof, at the
Closing (as defined
in paragraph 1.2
below), Seller agrees
to sell, assign,
transfer, convey
and deliver to
Buyer or Buyer’s
assignee, and Buyer
agrees to purchase
from Seller,
the Shares. The Shares and the Purchase Price, as defined below, are to be transferred
and paid, respectively, through the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement, which is incorporated
herein by reference.


 


Section
1.2 Closing. The
purchase of the
Shares shall be
consummated at a closing ("Closing") to take place on or before June 6, 2016, unless otherwise agreed upon by
the parties in a writing signed by the parties (the "Closing
Date"). The Purchase Price
for the Shares
shall be paid
on or before
the Closing Date,
by Buyer to
Seller, through the Escrow Agent, by wire
transfer or other
form of immediately
available good funds
against delivery of
the Shares, through the Escrow Agent, in
transferable form from Seller
to Buyer or
Buyer’s assignee,
provided to facilitate
the Closing.


 


ARTICLE
II


REPRESENTATIONS,
COVENANTS AND WARRANTIES


 


As
an inducement to
and to obtain
the reliance of
Buyer, Seller
individually represents and
warrants to Buyer
as follows:


 


    Section
2.1No Conflict, Authority,
Issued Shares.
The execution of
this Agreement and
the consummation of
the transactions contemplated
by this Agreement
will not result
in the material breach
of any term
or provision of,
or constitute an
event of default
under, any
material debt instrument,
which may include
an indenture, mortgage,
deed of trust
or other contract,
agreement or instrument
to which Seller is
a party or
to which the
Shares are subject.
Seller has full
power, authority
and legal right
and has taken
all action required
by law or
otherwise to authorize
the execution and
delivery of this Agreement.
The Company is
authorized to issue
up to two
hundred fifty million
(250,000,000) shares of common
stock.


 


Section
2.2 Title
to the Shares;
No Pending Litigation.
Seller owns of record 
and beneficially the
Shares of the
Company, free
and clear of
all liens, encumbrances,
pledges, claims, options,
charges and assessments of any nature
whatsoever, with full right and
lawful authority to transfer the
Shares to Buyer.
No person has
any preemptive rights
or rights of
first refusal with
respect to any
of the Shares.
There exists no
voting agreement, voting
trust, or outstanding
proxy with respect
to any of
the Shares. Other than disclosed
by the Seller
to the Buyer, there
are no outstanding
rights, options, warrants, calls,
commitments, or any other agreements of any character, whether oral or written, with
respect to the Shares. To Seller’s
actual knowledge, there is no pending or threatened complaint, suit, demand or other dispute relating to the Shares or the
Company. The Company is validly existing
and in good standing under the
laws of the
State of Nevada,
and holds a
Nevada State Business
license. The Company is in full compliance with the March 27, 2015 order issued
by the District Court in Clark County, Nevada (Case No. A-15-712031-B). The Company has no assets and no liabilities beyond those
liabilities set forth in Schedule A, which the Seller shall direct the Escrow Agent to pay off at Closing.


 






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Section
2.3  Brokers
and Finders.  The
Seller represents and
warrants that he/she/it
has made no
agreements involving any
fees of any
type that relate
to this Agreement
that would involve
the Buyer, including
but not limited
to broker’s
fee, finder’s
fees or any
similar compensation arrangement.


 


Section
2.4 Continued Operation of Business in Usual Course. The
Seller agrees to exercise his controlling shares in the Company to operate the business of the Company in the usual course; however,
the Seller agrees not to incur any additional liabilities between the Effective Date and Closing, and agrees not to issue any securities
of the Company without the written consent of the Buyer.


 


As
an inducement to
and to obtain
the reliance of
Seller, Buyer
individually represents and
warrants to Seller
as follows:


 


Section
2.5  No Conflict,
Authority.
The execution of
this Agreement and
the consummation of
the transactions contemplated
by this Agreement
will not result
in the material
breach of any
term or provision of,
or constitute an
event of default
under, any
material debt instrument,
which may include
an indenture, mortgage,
deed of trust
or other contract,
agreement or instrument
to which Buyer
is a party.
Buyer has full power, authority and legal right and has taken all action required
by law or otherwise to authorize the execution and delivery of this Agreement.


 


Section
2.6 Restricted Shares.
 Buyer acknowledges
that the Shares
purchased have not
been registered under
the Securities Act
or any state
securities laws, will
be issued in
reliance upon an exemption
from the registration
and prospectus delivery
requirements of the
Act which relate
to private offerings,
will be issued
in reliance upon
exemptions from the
registration and prospectus
delivery requirements of state securities laws which relate to private offerings
and the Buyer must therefore bear the economic risk
of such investment indefinitely
unless a subsequent disposition
thereof is registered under the Act and applicable state securities laws or is
exempt therefrom. Buyer acknowledges that the shares shall bear restrictive legends.
Buyer further represents that the Shares are being purchased for its own account, pursuant to consents and resolutions of its Board
of Directors, without the intent to resell to the public absent an exemption to registration or registration of the Shares.


 


Section
2.7 Buyer’s
Sophistication. Buyer (i)
acknowledges that the
purchase of Shares
involves a high
degree of risk
in that the
Company has limited
business operations and
may require substantial funds;
(ii) an investment
in the Company
is highly speculative
and only investors
who can afford
the loss of
their entire investment
should consider investing
in the Company
and the Shares;
(iii) has such
knowledge and experience
in finance, securities, investments,
including investment in
non-listed and non registered
securities, and other business
matters so as
to be able to
protect its interests
in connection with this
transaction; (iv) that
the sale of
the Shares to Buyer
is not registered
with the U.S. Securities and Exchange
Commission or with the securities administrator of any state; (v) that the Shares are being
sold pursuant to
an exemption from
such registration requirements;
and (vi) the
Shares are “restricted securities” that will bear a restrictive legend
prohibiting their further transfer without registration or any exemption therefrom.


 


Section
2.7 Due Diligence
Materials Provided.
Buyer acknowledges that Seller has provided
Buyer provided Buyer
with true and
accurate copies of
all corporate books
and records relating to
the Company in
Seller’s possession
or control. Buyer
acknowledges that Seller
has only recently
become the controlling
shareholder of the
Company and has
obtained control of
the Company through court
process which, by
its nature, provides
Seller with only
very limited information regarding
the Company, its history, its financial
condition and any potential debts, obligations, liabilities or other claims. Buyer understands that there may be significant obligations,
claims or other obligations against the Company of which the Seller is unaware that would make the Company unsuitable for the business
operations therein contemplated by Buyer, and Buyer expressly assumes such risk.


 






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ARTICLE
III


 EXCHANGE
PROCEDURE AND OTHER
CONSIDERATION


 


Section
3.1 Seller’s
Delivery. On the
Closing Date, the
Seller shall deliver
the following to
Buyer, conditioned
upon (i) all
of Buyer’s
representations and warranties
set forth in
Section 2, above,
shall be true
and correct as
of the Closing,
and (ii) Buyer’s
performance of its
delivery obligations in
section 3.2, below:


 


			(a) The Shares
together with a
stock power or
other instruction required
for the transfer
of the Shares to
Buyer. An
indemnification will be
used and is
approved by Pacific Stock Transfer
in lieu of
medallion.If necessary,
after the Closing,
the Seller shall
also execute such
other certificates or
other documents reasonably
necessary to transfer
the Shares to Buyer.



 


			(b) An updated list of shareholders as of Closing.



 


			(c) Written consent
from the Company’s
board of directors
or shareholders, consistent with the Company’s Bylaws and Articles of Incorporation approving this Agreement and the transaction
contemplated hereunder, and appointing Buyer’s
designee(s) to the
board of directors,
effective upon
Closing.



 


			(d) Written resignation
from all members
of the Company’s
board of directors
excepting only Buyer’s
designee, effective
upon Closing.



 


			(e) A written
resignation from all
officers of
the Company,
effective upon
Closing.



 


			(f) Final payoff letters from those vendors identified on Schedule A.



 


			(g) Any required notifications provided to FINRA, SEC or OTC Markets Group.



 


			(h) Executed Indemnification and Hold Harmless Agreement related to the Oil Lease.



 


			(i) Assignment between the Company and Arcaro regarding the transfer of the Oil Lease.



 






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Section
3.2 Buyer’s
Delivery.
On the Closing
Date, Buyer shall
deliver the following
to Seller,
conditioned upon (i)
all of Seller’s
representations and warranties
set forth in
Section 2, above,
shall be true
and correct as
of the Closing,
and (ii) Seller’s
performance of its
delivery obligations in
section 3.1, above:


 


			(a) Purchase Price in
good funds totaling
$175,000 through the Escrow Agent.



 


			



			(b) A consent/resolution from the Buyer’s Board
of Directors appointing nominees to serve on the Board of Directors of the Company effective immediately upon Closing, and appointment
of officers pursuant to the Company’s Bylaws. The consent/resolution will also include (i) approval and ratification of the
Buyer’s obligations under this Agreement, (ii) mailing address for each director and officer appointed by Buyer, (iii) identification
of the Company’s new registered agent, and (iv) any other corporate matters associated with the Company’s ongoing business.



 


ARTICLE
IV


 MISCELLANEOUS




 


Section
4.1 Notification of Pink
OTC Markets, Inc.
and Nevada Secretary
of State. Buyer shall,
not later than
forty-eight (48) hours
following the Closing,
take the
following actions:


 


(a) Notify OTC Markets Group,
both via certified
letter and by
access to the
website section of www.otcmarkets.com
established for this
purpose, of the
new address and
registered agent for
the Company,
the new director(s)
and officers of the Company,
including its President. Buyer shall
be responsible for any and all costs associated with this notification.


 


(b) Notify the
Nevada Secretary of
State, by filing
an amended annual list
of officers
and directors and
by amending its articles of incorporation
in changing its resident agent notification,
of the new
address and resident
agent for the
Company, the
new director(s) of
the Company and
the new officers
of the Company,
including its President.
Buyer shall promptly
pay any fees
associated with these
filings.


 




			(c) Confirm to
Seller in writing
via certified letter
to Seller,
and by providing
copies of the
notices and filings
provided to OTC
Markets Group and the Nevada
Secretary of State that
Buyer has performed
its obligations pursuant
to sections 4.1(a)
and (b), above. Should
Buyer fail to
perform according to
this Section 4.1,
Buyer expressly authorizes Seller
to provide the
notices and filings
contemplated by this
Section 4.1, and
Buyer agrees to promptly
reimburse Seller for
all expenses related
thereto, including filing
fees and attorney’s
fees actually incurred.



 



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Section
4.2 Notices.  Any
notices or other
communications required or
permitted hereunder shall be
sufficiently given
if personally delivered
to it or
sent by registered
mail or certified
mail, postage prepaid,
or by prepaid
telegram addressed to
the addresses set
forth in this
Agreement or such
other addresses as shall
be furnished in
writing by any
party in the
manner for giving
notices hereunder,
and any such
notice or communication
shall be deemed
to have been
given as of
the date so
delivered, mailed or telegraphed.


 


Section
4.3 Attorneys' Fees.
Except as expressly
provided herein, each
party will be responsible
for their own
attorney’s fees.


 


Section
4.4 Confidentiality.  Each
party hereto agrees
with the other
party that, unless
and until the transactions
contemplated by this
Agreement have been
consummated, they and
their representatives will hold
in strict confidence
all data and
information obtained with
respect to another party
or any subsidiary
thereof from any
representative, officer,
director or employee,
or from any
books or records
or from personal
inspection, of such
other party,
and shall not
use such data
or information or disclose the same
to others, except: (i) to the extent such data is a matter of public knowledge or is
required by law
to be published;
and (ii) to the
extent that such
data or information
must be used
or disclosed in order to consummate the transactions contemplated by this Agreement. Notwithstanding, Seller authorizes
Buyer to disclose any confidential information related to the Company and this Agreement to the extent necessary in Buyer’s
disclosure requirements as a reporting company under the rules promulgated by the United States Securities and Exchange Commission,
and in the event Buyer elects to exercise its controlling interest in the Company after the Closing to become subject to the reporting
requirements for public companies.


 


Section
4.5 Third Party
Beneficiaries.  This contract is between
Seller and Buyer. No
other person or
entity shall be deemed
to be a
third party beneficiary
of this Agreement.


 


Section
4.6 Entire
Agreement.
This Agreement, and the Escrow Agreement,
represents the entire
agreement between the
parties relating to
the subject matter
hereof. This Agreement
alone fully and
completely expresses the agreement of
the parties relating
to the subject
matter hereof. There
are no other
courses of dealing, understanding,
agreements, representations or
warranties, written or
oral, except as
set forth herein.
This Agreement may not be
amended or modified,
except by a
written agreement signed
by all parties
hereto.


 


Section
4.7 Survival; Termination.
The representations, warranties
and covenants of
the respective parties
shall survive the
Closing Date and
the consummation of
the transactions herein contemplated
within the applicable
statute of limitations.


 


Section
4.8 Counterparts. This Agreement
may be executed
in multiple counterparts,
each of which shall
be deemed an
original and all
of which taken
together shall be
but a single
instrument.


 


Section
4.9 Amendment or
Waiver.
Every right and
remedy provided herein
shall be cumulative
with every other
right and remedy,
whether conferred herein,
at law,
or in equity,
and may be
enforced concurrently herewith, and no waiver
by any party of the performance of any obligation
by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.
At any time prior to the Closing Date, this Agreement may be amended by a writing signed
by all parties hereto, with respect to any of the terms contained herein, and any term or condition
of this Agreement may be waived or the
time for performance hereof may be extended
by a writing signed
by the party
or parties for
whose benefit the
provision is intended.


 



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Section
4.10 Expenses. Each party
herein shall bear
all of their
respective costs and
expenses incurred in connection
with the negotiation
of this Agreement
and in the
consummation of the transactions
provided for herein
and the preparation
thereof.


 


Section
4.11 Headings;
Context. The headings
of the sections
and paragraphs contained
in this Agreement
are for convenience
of reference only
and do not
form a part
hereof and in
no way modify,
interpret or construe
the meaning of
this Agreement.


 


Section
4.12 Benefit. This
Agreement shall be
binding upon and
shall inure only
to the benefit of
the parties hereto,
and their permitted
assigns hereunder.
This Agreement shall
not be assigned
by any party
without the prior
written consent of
the other party.


 


Section
4.13 Severability. In
the event that
any particular provision
or provisions of
this Agreement or the
other agreements contained
herein shall for
any reason hereafter
be determined to
be unenforceable, or in
violation of any
law,
governmental order or
regulation, such unenforceability
or violation shall
not affect
the remaining provisions
of such agreements,
which shall continue
in full force
and effect
and be binding
upon the respective
parties hereto.


 


Section
4.14 No Strict Construction. The
language of this Agreement shall be construed as
a whole, according to
its fair meaning
and intendment, and
not strictly for
or against either
party hereto, regardless of
who drafted or
was principally responsible
for drafting the
Agreement or terms
or conditions hereof.


 


Section
4.15 Execution Knowing
and Voluntary.
In executing this
Agreement, the parties
severally acknowledge and
represent that each:
(a) has fully
and carefully read
and considered this Agreement; (b)
has been or has had the opportunity to be fully apprised by its attorneys of the legal
effect and
meaning of this
document and all
terms and conditions
hereof; (c) is executing
this Agreement voluntarily, free
from any influence, coercion or duress of
any kind.


 


Section
4.16  Further Assurances,
Cooperation.  Each party
shall, upon reasonable
request by the other
party, execute
and deliver any
additional documents necessary
or desirable to
complete sale contemplated
by this Agreement.
The parties hereto
agree to cooperate
and use their
respective reasonable best efforts
to consummate the
transactions contemplated by
this Agreement.


 


Section
4.17 Governing Law.
This Agreement shall
be construed (both
as to validity
and performance) and
enforced in accordance
with and governed
by the laws
of the state
of Nevada applicable to
agreements made and
to be performed
wholly within such
jurisdiction and without
regard to conflicts of
laws. Any dispute
arising out of
this Agreement shall
be resolved in
the state or
federal courts sited
in Clark County,
Nevada, to the
exclusion of all
other venues. The
prevailing party in
any such action
shall be entitled
to an award
of costs and
its reasonable attorneys’
fees.


 


Section
4.18 Conflict Disclosure and Waiver. The Seller acknowledges
that the law firm of Paesano Akkashian Apkarian, P.C. (the “Firm”) represents the interests of the Buyer in this transaction.
The Seller has not sought, or been given, legal advice from the Firm. The Seller has been advised of the conflict of interest in
the Firm serving as counsel for the Buyer and as Escrow Agent under the Escrow Agreement, as more thoroughly set forth in the Escrow
Agreement, and has knowingly and willingly waived any conflict of interest after having sufficient opportunity to evaluate the
conflict.


 






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IN
WITNESS WHEREOF,
the parties hereto
have caused this
Agreement to be
executed as of
the date first
above written.


 





	Seller

                                                                                 

                                                                                 

                                                                                 

                                                                                /s/Joseph
                                         Arcaro

                                                                                 
	 	
        Buyer 

          

         

         

        /s/Alton
        Perkins

         

        Alton Perkins

        CEO,
        Chairman of the
        Board AmericaTowne, Inc.

	
        Joseph
        Arcaro President

        Global Recycle
        Energy, Inc.

	
         

        Address
        of Seller for
        Notices:

         

        

        Joseph Arcaro

        22837
        Pacific Coast Highway Suite
        632

        Malibu, CA
        90265
	
         

        Address
        of Buyer for
        Notices:

         

        

        Alton Perkins

        4700 Homewood
        Court

        Suite 100

        Raleigh, North
        Carolina 27609

         

        Copy to:

         

        Paesano Akkashian Apkarian, P.C.

        c/o Anthony R. Paesano

        7457 Franklin Road

        Suite 200

        Bloomfield Hills, MI 48301








 


 



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Schedule
A


 


Liabilities
to be Paid at Closing




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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