COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT is entered into the _____ day of February,
2012 (the "Agreement"), by and among the Sellers listed on Schedule 1.1 (the
"Sellers"), the Purchaser listed on Schedule 1.1 (the "Purchaser") and Clear
System Recycling, Inc., a Nevada corporation ("CLSR" or the "Company"). Certain
capitalized terms are defined in Section 9.12.
WHEREAS, the Sellers owns an aggregate of 2,000,000 shares (the "Shares") of
common stock, par value $0.001 per share of the Company (the "Common Stock")
representing approximately 68% of the issued and outstanding shares of Common
Stock of the Company; and
WHEREAS, the Purchaser desire to purchase from the Sellers, and the Sellers
desires to sell to the Purchaser, all the Shares (the "Purchased Shares")
subject to the tenus and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained in this Agreement, the Purchaser and the Sellers agree as follows:
ARTICLE 1.
SALE AND/OR CANCELLATION OF THE SHARES
SECTION 1.1
SALE OF THE SHARES. SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH IN THIS AGREEMENT, SELLERS AGREE TO (A) SELL, TRANSFER AND ASSIGN TO
THE PURCHASER AND THE PURCHASER AGREES TO PURCHASE FROM THE SELLERS THE
PURCHASED SHARES, FOR AN AGGREGATE PURCHASE PRICE OF ONE HUNDRED TWENTY THOUSAND
US DOLLARS ($120,000.00), (THE "PURCHASE PRICE").
SECTION 1.2
ALLOCATION OF THE SHARES. THE PROPORTION OF THE
PURCHASED SHARES PURCHASED
AND THE PURCHASE
PRICE TO BE PAID, BY THE PURCHASER IS SET FORTH ON SCHEDULE
1.1 ATTACHED HERETO.
ARTICLE 2.
CLOSING AND DELIVERY
SECTION 2.1
CLOSING DATE. UPON THE TERMS AND SUBJECT TO THE
CONDITIONS SET FORTH HEREIN, THE CONSUMMATION OF THE PURCHASE AND SALE OF THE
PURCHASED SHARES (THE "CLOSING") SHALL BE HELD AT SUCH DATE (THE "CLOSING DATE")
AND TIME AS DETERMINED AT THE MUTUAL DISCRETION OF THE SELLERS AND THE
PURCHASER; PROVIDED,
HOWEVER,
THAT THE CLOSING SHALL OCCUR NO LATER THAN 30
DAYS AFTER THE CONDITIONS PRECEDENT CONTAINED IN ARTICLE 7 HEREIN HAVE BEEN
SATISFIED (WHICH THE PARTIES HERETO AGREE SHALL NOT BE LATER THAN FEBRUARY 21,
2012 UNLESS EXTENDED AS PROVIDED FOR HEREIN). THE CLOSING SHALL TAKE PLACE AT
THE OFFICES OF PURCHASER IN TORONTO, OR BY THE EXCHANGE OF DOCUMENTS AND
INSTRUMENTS BY MAIL, COURIER, TELECOPY AND WIRE TRANSFER TO THE EXTENT MUTUALLY
ACCEPTABLE TO THE PARTIES HERETO.
SECTION 2.2
DELIVERY AT CLOSING. AT THE CLOSING:
(A)
THE SELLERS SHALL DELIVER TO THE ESCROW AGENT STOCK
CERTIFICATES REPRESENTING THE SHARES, DULY ENDORSED FOR TRANSFER TO THE
PURCHASER, AND ACCOMPANIED BY: (I) IF REQUIRED BY THE COMPANY'S TRANSFER AGENT,
AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THE PURCHASER AND
THE COMPANY'S TRANSFER AGENT AND (II) STOCK POWERS OR OTHER INSTRUMENTS OF
TRANSFER DULY EXECUTED TO THE PURCHASER, AND WITH ALL REQUISITE DOCUMENTARY OR
TRANSFER TAX STAMPS AFFIXED; AND
(B)
THE PURCHASER SHALL TRANSFER THE AGGREGATE PURCHASE PRICE TO
THE ESCROW AGENT IN THE FORM OF CERTIFIED BANK CHECK OR WIRE TRANSFER PURSUANT
TO THE INSTRUCTIONS ON SCHEDULE 1.1.
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