Exhibit
10.5
SHARE EXCHANGE
AGREEMENT
This SHARE EXCHANGE
AGREEMENT (this “Agreement”), dated as of the 1
st day of December 2008, by and between Lyons Financial
Services, Inc (the “Seller”), and Environmental Energy
Services, Inc. (the “Purchaser”) (the Purchaser and the
Seller being collectively referred to as the
“Parties”).
RECITALS
WHEREAS, the Seller is
the owner of One Million (1,000,000) shares of Blaze Energy Corp.
(“Blaze Energy”), a publicly traded corporation, the
common stock of which trades under the call symbol
“BLZE” (the “Blaze Stock”).
WHEREAS, the Purchaser
is a publicly traded corporation, the common stock of which trades
under the call symbol “EESV”, and which is duly
authorized to issue Two Million Five Hundred Thousand (2,500,000)
shares (the “EESV Stock”).
WHEREAS, the Seller and
Purchaser now desire to exchange the Seller’s Blaze Stock and
the Purchaser’s EESV Stock respectively, on the terms and
conditions set forth in this Agreement;
WHEREAS, the Seller and
the Purchaser expect to benefit from the consummation of the
transactions contemplated hereby.
NOW, THEREFORE, In
consideration of the mutual promises, covenants, and
representations, warranties, and guarantees herein set forth, the
Parties, intending to be legally bound, hereto agree as
follows:
1.
Transfer of Blaze
Stock .
Upon the terms and
subject to the conditions of this Agreement, Seller hereby conveys,
assigns, transfers and delivers to Purchaser, and Purchaser hereby
acquires and accepts from Seller, all right, title and interest in
and to the Blaze Stock, free and clear of any lien, encumbrance,
security interest, mortgage, pledge, charge, claim, option, right
of first refusal or call, or restriction of any kind (collectively,
"Liens"), other than the rights of Seller pursuant to Paragraph 6
herein.
2.
Conveyance of the
Blaze Stock .
Such conveyance,
assignment, transfer and delivery shall be effected by delivery by
Seller to Purchaser of stock certificates representing the Blaze
Stock, duly endorsed or accompanied by stock powers, duly executed
in blank with appropriate transfer stamps, if any, affixed, and any
other documents that are
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necessary to transfer
title to the Blaze Stock to Purchaser, free and clear of any and
all Liens. The Purchaser shall have all rights of ownership
in and to the Blaze Stock, notwithstanding the rights granted
Seller in Paragraph 6 herein, including the right to vote, pledge,
sell or otherwise dispose of the Blaze Stock; provided that until
June 1, 2009, Purchaser shall at all times retain sufficient
unencumbered shares of Blaze Stock (even if they may not be the
actual certificates received from the Seller hereunder) to enable
it to satisfy its contingent obligations to Seller under Paragraph
6 herein.
3.
Consideration for
Blaze Stock .
In consideration for
the Blaze Stock, Purchaser hereby agrees to issue to the Seller the
EESV Stock, duly authorized, validly issued, fully paid and
nonassessable, which shares shall bear a restrictive legend in
accordance with Rules 144 and 502 promulgated under the Securities
Act of 1933.
4.
Transfer
Restrictions; Legend .
(a)
The EESV Stock issued
to the Seller pursuant hereto has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and may
not be transferred, sold or otherwise disposed of by the Seller
except pursuant to an effective registration statement under the
Securities Act or in accordance with an exemption from the
registration requirements of the Securities Act.
(b)
Each certificate
representing shares of EESV Stock issued by Purchaser to the Seller
shall bear the following legend:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND ARE
“RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE
144 UNDER THE ACT, AND MAY NOT BE SOLD, TRAN
