f8k1004_x101-ener.htm


Exhibit 10.1 - Stock Purchase Agreement

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,


 


 



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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



 



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EXHIBIT A


BUYERS SHARES THAT ARE BEING BOUGHT








	
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

	  	  	  
	  	  	  	  	  	  











 



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EXHIBIT B


SELLERS SHARES THAT ARE BEING SOLD








	
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	 	 	 













 



	Stock Purchase Agreement- Page 3 of 3	Init Buyers' Agent	Init Seller's Agent
	 	/s/DW	/s/EW