STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT made as of January 11, 2008 between GS CleanTech
Corporation, a Delaware corporation with offices at One Penn Plaza, Suite 1612,
New York, NY 10119 ("GSCL") and GS EnviroServices, Inc., a Delaware corporation
with offices at 14B Jan Sebastian Drive, Sandwich, MA 02563 ("GSEN").
WHEREAS, GSCL owns 15 million shares of the common stock of GSEN (the
"Shares"), representing 53.19% of the outstanding shares; and
WHEREAS, GSEN wishes to repurchase the Shares on the terms and subject to
the conditions hereof.
NOW, THEREFORE, it is agreed:
1. First Tranche.
a. GSCL hereby sells to GSEN, and GSEN hereby purchases eight million
seven hundred thirty-three thousand three hundred thirty-three
(8,733,333) shares of the common stock of GSEN (the "First Tranche").
In consideration for the First Tranche, GSEN hereby agrees to issue to
YA Global Investments, LP ("YAGI") the convertible debenture in the
principal amount of $2,000,000 dated this date, pursuant to the
Securities Purchase Agreement dated this date between GSEN and YAGI.
b. The parties acknowledge that the First Tranche has been pledged by
GSCL to YAGI to secure certain obligations. GSCL agrees that upon
release of the First Tranche from said pledge and delivery of the
certificates for the First Tranche to GSCL, GSCL shall promptly
deliver to GSEN the certificates for the First Tranche duly endorsed
in blank with a medallion-guaranteed signature.
c. GSCL represents and warrants to GSEN that upon delivery of the
certificates for the First Tranche to GSEN, said shares will be free
of liens, claims and encumbrances.
2. Second Tranche
a. GSCL hereby agrees to sell and GSEN hereby agrees to purchase six
million two hundred sixty-six thousand six hundred sixty-seven
(6,266,667) shares of GSEN common stock (the "Second Tranche"), on the
terms and conditions described in this Section 2. The parties
acknowledge that the Second Tranche has been pledged by GSCL to YAGI
to secure certain obligations. GSEN and YAGI have entered into a
letter agreement dated this date, commonly known as the Side
Agreement, which provides that if GSEN pays $1,000,000 to YAGI on or
before May 10, 2008, then the Second Tranche will be released from the
pledge. GSCL agrees that if the Second Tranche is released from said
pledge by reason of GSEN's payment of $1,000,000 to YAGI, then GSCL
shall promptly deliver to GSEN the certificates for the Second Tranche
duly endorsed in blank with a medallion-guaranteed signature.
b. GSCL represents and warrants to GSEN that upon delivery of the
certificates for the Second Tranche to GSEN, said shares will be free
of liens, claims and encumbrances.
3. Proxies. Simultaneous with the execution hereof, GSCL shall execute and
deliver to the President of GSEN the proxies annexed hereto as Appendices A
and B.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth on its first line.
GS CLEANTECH CORPORATION
By: /s/ Kevin Kreisler
----------------------------
Kevin Kreisler, Chairman
GS ENVIROSERVICES, INC.
By: /s/ James Green
----------------------------
James Green, CEO
APPENDIX A
PROXY
The undersigned hereby appoints the Board of Directors of GS
EnviroServices, Inc., as constituted from time to time, or the designee of the
Board for this purpose proxy of the undersigned to vote at any meeting of the
stockholders of GS EnviroServices, Inc., a Delaware corporation (the "Company")
or to express consent by such stockholders to a corporate action in writing
without a meeting, in each case in respect of any matter that is brought before
the holders of the Company's voting stock, on behalf of and with respect to
eight million seven hundred thirty-three thousand three hundred thirty-three
(8,733,333) of the shares of common stock held by the undersigned. The
undersigned acknowledges that this proxy is coupled with an interest and is
irrevocable until the earliest of (a) January 1, 2012, or (b) the date on which
YA Global Investments, LP elects to accelerate the maturity date of the Secured
Convertible Debenture dated January 11, 2008 issued to it by GS EnviroServices,
Inc., at which time this proxy shall terminate and have no further force or
effect.
GS CLEANTECH CORPORATION
By: ___________________________________
Name: Kevin Kreisler
Title: Chairman
Date: January 11, 2008
APPENDIX B
PROXY
The undersigned hereby appoints the Board of Directors of GS
EnviroServices, Inc., as constituted from time to time, or the designee of the
Board for this purpose proxy of the undersigned to vote at any meeting of the
stockholders of GS EnviroServices, Inc., a Delaware corporation (the "Company")
or to express consent by such stockholders to a corporate action in writing
without a meeting, in each case in respect of any matter that is brought before
the holders of the Company's voting stock, on behalf of and with respect to six
million two hundred sixty-six thousand six hundred sixty-seven (6,266,667) of
the shares of common stock held by the undersigned. The undersigned acknowledges
that this proxy is coupled with an interest and is irrevocable until May 1,
2008, at which time this proxy shall terminate and have no further force or
effect.
GS CLEANTECH CORPORATION
By: ___________________________________
Name: Kevin Kreisler
Title: Chairman
Date: January 11, 2008