Exhibit 10.1


 


STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE AGREEMENT (the “Agreement”)
is made as of the 3th day of June 2014, by and between 


 


Seller 


 


Lori Willis 


 


The Company;


 


Second Cycle Recycling,


1233 West Jackson Street,


Kokomo, IN 46901 


 


and the


 


Buyer 


Kleangas Energy Technologies, Inc.


3001 N. Rocky Point Rd. Suite 200


Tampa, FL 33771 


 


Whereas, the Seller desires to sell, and
Buyer desires to acquire, all of the stock of Second Cycle Recycling as herein described, on the terms and conditions hereinafter
set forth;


 


Now, Therefore, It Is agreed between the parties as follows:


	1.		Purchase
                                         and Sale of Stock.  Buyer hereby agrees to acquire from the Seller,
                                         and the Seller hereby agrees to sell to Buyer 100 percent of the SCR stock.



	1.1		Purchase
                                         price $300,000. Method of payment $100,000 worth of stock which is equal to 25,000,000
                                         shares of rule 144 common stock of Kleangas Energy Technologies, Inc. (KET). $200,000
                                         in cash, as per the following:



	a.		$5K immediate
                                         distribution to Lori Willis ($195K balance on cash portion of purchase)



	b.		$2K per week
                                         distribution to Lori Willis (Cash purchase balance would be reduced by the $2K each week).
                                         When the new facility is generating sufficient revenue the balance would be fully paid
                                         or payments accelerated.



	c.		$500 per
                                         week toward the start-up expenses and incurred weekly expenses. The final balance will
                                         be established the day of closing. Current expenses will be first covered by the $500.
                                         Any funds beyond current expenses will be applied toward balance of start-up expenses.
                                         When the new facility is generating sufficient revenue the balance would be fully paid
                                         or payments accelerated.



	d.		The Company
                                         will pay all applicable expense.



	1.2		Future
                                         investment KET will invest $500,000 worth of equity and equipment over the next
                                         12 months to expand SCR’s operations.



	1.3		Included
                                         in the purchase price,  all the assets, held by SCR, along with their custom base.



	1.4		Employment
                                         contract and non-compete Don and Lori Willis agree to a non-compete for a
                                         minimum of 2 years. Don and Lori Willis agree to an employment agreements with bonuses
                                         and KET stock options with SCR as soon as the company achieves profitability



	2.		The closing
                                         hereunder, will occur on or before June 30, 2014 when $5,000 is released to seller and
                                         along with the 25,000,000 shares of rule 144 common stock of Kleangas Energy Technologies,
                                         Inc. (KET) in exchange for 100% of all the issued and outstanding, treasury stock held
                                         by the Seller. Also:



	2.1		SCR will
                                         open a new bank account, for the officers of SCR and Kleangas to pay bills out of that
                                         account.



	2.2		The Company
                                         will maintain its current ADP payroll account.




    	 



    	 



    
	2.3		Responsible
                                         party will be changed on the insurance policies, equipment lease, alarm company, utilities,
                                         etc.



	2.4		Blank



	2.5		Salary will
                                         be paid when SCR start generating sales from the new facility.



	2.6		Interim
                                         pay will be determined.



	2.7		There will
                                         be a debit or credit card issued to handle operating incidentals or paid when an expense
                                         report is submitted



	3.		The following
                                         will be delivered at or prior to closing:



	Exhibit		A   
                                         list of equipment including rolling stock with encumbrances listed if any.



	Exhibit		B list
                                         of accounts payable and receivable



	Exhibit		C copies
                                         of any lease agreement, insurance policies, contracts or any other agreements



	Exhibit		D any
                                         business licenses and or environmental certificates



	Exhibit		E any
                                         Trade Marks etcetera



	Exhibit		F copies
                                         of state and federal taxes that were filed and confirmation that all the taxes are
                                         current



	Exhibit		G a
                                         list of Second Cycle domains and client lists



	Exhibit		H certificate
                                         of good standing with the state of incorporation for SCR



	Exhibit		I list
                                         of employees and/or independent contractors that work for SCR



	Exhibit		J Copy
                                         of S-4 filed with the Internal Revenue Service



	Exhibit		K Bank
                                         account information for SCR



	Exhibit		L List
                                         of debts to SCR



	4.		REPRESENTATIONS
                                         AND WARRANTIES OF SCR SHAREHOLDER



The SCR Shareholder represents and warrant to KET as of the date hereof
as follows:


 


	4.1		Ownership;
                                         The SCR Shareholder are the sole record and beneficial owner of the Shares.  The
                                         SCR Shareholder have good and marketable title to the Shares and the absolute right to
                                         deliver the Shares in accordance with the terms of this Agreement, free and clear of
                                         all Liens.  The transfer of the Shares to KET in accordance with the terms
                                         of this Agreement transfers good and marketable title to the Shares to KET free and clear
                                         of all liens, restrictions, rights, options and claims of every kind.



 


	4.2		No Other
                                         Representations or Warranties.  Except as set forth above in this Section,
                                         no other representations or warranties of any kind, express or implied, are made in this
                                         Agreement by SCR Shareholders to KET.



 




    	 



    	 



    

	5.		MISCELLANEOUS



	5.1		Survival
                                         of Representations, Warranties and Agreements. The representations, warranties, covenants
                                         and agreements in this Agreement or in any instrument delivered pursuant to this Agreement
                                         shall survive the Closing and shall not be limited or affected by any investigation by
                                         or on behalf of any party hereto.



 


	5.2.		Further
                                         Assurances.  Each of KET, and the Shareholder will use its, his or her, as
                                         the case may be, best efforts to take all action and to do all things necessary, proper
                                         or advisable on order to consummate and make effective the transactions contemplated
                                         by this Agreement.



 


	5.3		Entire Agreement;
                                         No Third Party Beneficiaries.  This Agreement (including the documents, exhibits
                                         and instruments referred to herein) (a) constitutes the entire agreement and supersedes
                                         all prior agreements, and understandings and communications, both written and oral, among
                                         the parties with respect to the subject matter hereof, and (b) is not intended to confer
                                         upon any person other than the parties hereto any rights or remedies hereunder.



 


	5.4		Governing
                                         Law.  This Agreement shall be governed and construed in accordance with the
                                         laws of the State of Delaware without regard to any applicable principles of conflicts
                                         of law.



 


	5.5		Counterparts.  This
                                         Agreement may be executed in multiple counterparts, each of which shall be deemed an
                                         original and all of which taken together shall constitute one and the same document.



 


	5.6		Amendment
                                         and Modification.  This Agreement may not be amended or modified except by
                                         an instrument in writing signed by each of the parties hereto.



 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed themselves
or by their respective duly authorized officers as of the date first written above.


 


	Kleangas Energy Technologies
                                         Inc.,

        By:  /s/ Bo Linton

        Bo Linton CEO of KET

         
	Lori Willis

        By:  /s/ Lori Willis  

        Lori Willis sole shareholder of SCR