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EXHIBIT
10.1
ACQUISITION
AGREEMENT
THIS
ACQUISITION AGREEMENT is entered into as of this 25
th
day of March, 2008, by and between RENEWABLE ENERGY RESOURCES,
INC. (hereafter "RENW"), a Florida Corporation, whose address
is 334 S. Hyde Park Ave. Tampa, Florida 33606 and World
Environmental Services, Inc. (hereafter WESCO), a
subsidiary of EarthFirst Technologies, Inc., a Florida
Corporation, whose address is 3000 Bayport Drive Ste., 910 ,
Tampa, Florida 33607. The Parties hereby agree to the
following, and those matters in the attached
Schedules:
RECITALS
Whereas
RENW is a publicly traded corporation dealing in alternative
energy areas. that is seeking other technologies and
opportunities to expand its energy market, produce revenue,
bring assets for development and for shareholder return, makes
the following Agreement, for the production
of energy, openly solicited for the acquisition of
new technologies to other WESCO, and
Whereas
WESCO, is the owner of certain technologies, hereby referred
to as the CAVD technology, related assets to those
technologies, assets and property related to CAVD, its uses,
intellectual property, except those related to tires,
and
Whereas
RENW seeks to purchase all technologies, interest, assets,
patents, and other intellectual property related to CAVD, and
other processes related to pyrolisis developed by
WESCO. RENW makes the related transaction,
and
Whereas
WESCO seeks to achieve the sale of the described CAVD
technologies, assets, patents, and other intellectual property
related to CAVD, and other processes related to pyrolisis
developed by WESCO. WESCO accepts these conditions,
in order to receive an issuance of common shares from RENW in
exchange for this sale of CAVD related assets,
and
NOW
THEREFORE in consideration of the foregoing recitals, the
mutual representations, warranties and covenants contained
herein and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties
agree as follows:
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1.1
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Consideration to be Exchanged .
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a.
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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.
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b.
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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.
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c.
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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.
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d.
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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.
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e.
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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.
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1.2
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Secondary Consideration
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RENW shall make an
additional payment to WESCO in common shares after one year,
and no later than two years after closing, which shall
consist of ten percent (10%) of then outstanding shares at
the time of closing of this acquisition if the following
achievements are made.
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a.
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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
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b.
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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
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c.
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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).
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1.3
Closing . The closing of the Acquisition
and exchange contemplated and provided for
in this Agreement (the "Closing") shall take place at a time and
place to be mutually agreed upon by the Parties, following the
satisfaction or waiver of all conditions to the obligations of the
Parties to consummate the subject acquisition and exchange (other
than the conditions with respect to actions the respective Parties
will take at the Closing itself) or such other date as the Parties
may mutually determine (the "Closing Date"). It is the Parties
intention to close this transaction as soon as practicable;
however, the Closing Date shall occur no later than February 28,
2008, absent regulatory delays, consent or breach.
1.4
Restrictions on
Transferred Stock .
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a.
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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.
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b.
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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.
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II.
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REPRESENTATIONS AND WARRANTIES .
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2.1
Representations and Warranties of both Parties
. Both Parties hereby represents and
warrants
to the other that the statements contained in this Agreement are
correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date.
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a.
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Due
Authority. The execution, delivery and performance under this
Agreement and the documents provided for herein by both
Parties have been authorized by all necessary corporate
action.
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b.
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Outstanding
Options, Warrants or Other Rights. RENW has
or will have no outstanding warrants, options or similar
rights whereby any person may subscribe for or purchase shares
of its common stock, nor are there any other securities
outstanding which are convertible into or exchangeable for its
common stock, and there are no contracts or commitments
pursuant to which any person may acquire or RENW may become
bound to issue any shares of such common stock which are
related to this transaction which would affect the structure
of the issuance to be achieved for the
technology.
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c.
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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.
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d.
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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.
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e.
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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.
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f.
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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.
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g.
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Full
Disclosure. Neither this Agreement nor any
other instr
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