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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
First Amendment
Under the Securities Exchange Act of 1934
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ATI Modular Technology Corp. f/k/a
Global Recycle Energy, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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00215H 103 (Common Stock)
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(CUSIP Number)
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Alton Perkins
Chief Executive Officers and President
4700
Homewood Court
Suite
100
Raleigh,
NC 27609
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(Name, Address and Telephone Number
of Person Authorized to
Receive
Notices and Communications)
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June 6, 2016
June 13, 2016 through September 13, 2016
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note
: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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1.
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Names of Reporting Persons.
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AmericaTowne, Inc. (“AmericaTowne”)
Alton Perkins (“Perkins”)
Alton & Xiang Mei Lin Perkins Family Trust (the “Perkins Trust”)
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I.R.S. Identification Nos. of above persons (entities only).
AmericaTowne, Inc. 46-5488722
Perkins Trust 46-7513804
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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4.
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Source of Funds (See Instructions)
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WC (AmericaTowne)
PF (Perkins Trust)
PF (Perkins)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
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AmericaTowne is incorporated in Delaware. The Perkins Trust is organized
under the laws of North Carolina, and Perkins is a resident of North Carolina.
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Number of Shares Beneficially Owned by Each Reporting Person With:
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7. Sole Voting Power
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100,000,000 Shares of Common Stock (AmericaTowne)
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101,629 Shares of Common Stock (Perkins Trust)
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15,694 Shares of Common Stock (Perkins)
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8. Shared Voting Power
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100,117,593 Shares of Common Stock
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9. Sole Dispositive Power
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100,000,000 Shares of Common Stock (AmericaTowne)
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101,629 Shares of Common Stock (Perkins Trust)
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15,694 Shares of Common Stock (Perkins)
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10. Shared Dispositive Power
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100,117,593 Shares of Common Stock
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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100,000,000 Shares of Common Stock (AmericaTowne)
101,629 Shares of Common Stock (Perkins Trust)
15,694 Shares of Common Stock (Perkins)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
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86.15%
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14.
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Type of Reporting Person (See Instructions)
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CO (AmericaTowne)
OO (Perkins Trust)
IN (Perkins)
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Item 1. Security and Issuer
ATI Modular Technology Corp. f/k/a Global Recycle
Energy, Inc. is a Nevada corporation.
Item 2. Identity and Background
AmericaTowne, Inc. is a Delaware corporation
registered to do business in the State of North Carolina, and its principal place of business is
4700
Homewood Court, Suite 100 in Raleigh, North Carolina 27609 (“AmericaTowne”). Neither AmericaTowne, nor any of its directors
or officers, including Perkins, individually or as trustee of the Perkins Trust, have been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) during the past five years. During the last five years, neither AmericaTowne,
nor any of its directors or officers, have been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
$175,000 from AmericaTowne’s working capital.
$30,491 from the Perkins Trust funds.
$90,856 from Perkins, individually.
Item 4. Purpose of Transaction
The purpose of the transaction related to AmericaTowne
was for AmericaTowne to acquire the controlling interest in the Company and proceeding with a change in control event. On June
27, 2016, following consents in lieu of shareholder meeting and in lieu of a meeting of the Board of Directors, Issuer amended
its articles of incorporation with the State of Nevada changing the name of the company to the current name of the Issuer, i.e.
ATI Modular Technology Corp. Issuer is now an affiliate of AmericaTowne by virtue of AmericaTowne’s majority and controlling
interest in the Issuer. Issuer’s new director and officer is Perkins, who is the beneficial owner of the controlling and
majority interest in AmericaTowne, and is AmericaTowne’s Chairman of the Board, Chief Executive Officer, Chief Financial
Officer, President, Treasurer and Secretary. Issuer also amended its bylaws, and filed a corporate action notification with the
OTC Markets Group (action regarding change of trading symbol on the OTC Pink).
Between June 13, 2016 and September 13, 2016,
Perkins, individually and as trustee of the Perkins Trust, purchased with personal funds on the open market 15,964 shares and 101,629
shares, respectively, of the Issuer’s common stock at the average per share price of $1.94 and $.89, respectively. The purpose
of these transactions were to purchase for the account of Perkins’ and Perkins’ Trust personal accounts.
Item 5. Interest in Securities of the Issuer
No additional disclosure required under Item 5 of 17 CFR 240.13d-101.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
No additional disclosure required under Item
5 of 17 CFR 240.13d-101.
Item 7. Material to Be Filed as Exhibits
Stock Purchase and Sale Agreement dated June 2, 2016.
/s/Alton Perkins
AmericaTowne, Inc.
By: Alton Perkins
Its: Chief Executive Officer
/s/Alton Perkins
Alton & Xiang Mei Lin Perkins
Family Trust
By: Alton Perkins
Its: Trustee
/s/Alton Perkins
Alton Perkins
STOCK
PURCHASE
AND
SALE
AGREEMENT
THIS
STOCK
PURCHASE
AND
SALE
AGREEMENT
(“Agreement”)
is
effective
as
of
the
2
nd
day
of
June,
2016 (the “Effective Date”),
by
and
between
Joseph
Arcaro
(“Seller”),
an
individual
with
a
notice
address
of 22837
Pacific
Coast
Highway,
Suite
632,
Malibu,
CA
90265,
and
AmericaTowne,
Inc.
a
Delaware
corporation,
or its designee or assign,
with a notice address at 4700 Homewood Court, Suite
100, Raleigh, North Carolina 27609 (“Buyer”).
WHEREAS
,
Seller
owns
ONE
HUNDRED
MILLION
(100,000,000)
restricted
shares
of common
stock
(the
"Shares")
of
Global
Recycle
Energy,
Inc.,
(OTC
Pink
GREI)
a
Nevada
corporation
(the
"Company").
This
Agreement
provides
for
the
acquisition
of
the
Shares
by
Buyer, in a private transaction whereby Buyer intends on holding the shares acquired in its account for its own benefit
and not with the intent of public resale or distribution,
for
a
total purchase
price
of
ONE
HUNDRED
SEVENTY
FIVE
THOUSAND
U.S.
Dollars
($175,000.00)
(the “Purchase
Price”)
on
the
terms and
conditions
set forth
below.
WHEREAS
,
Seller
and
Buyer
have
determined,
subject
to
the
terms
and
conditions
set
forth
in this
Agreement,
that
the
transaction
contemplated
hereby
is
desirable
and
in
the
their
best
interests,
respectively.
N
O
W,
THEREFORE
,
on
the
stated
premises
and
for
and
in
consideration
of
the
mutual
covenants
and
agreements
hereinafter
set
forth
and
the
mutual
benefits
to
the
parties
to
be
derived
here from,
it
is
hereby
agreed
as
follows:
ARTICLE
I
SALE
AND
PURCHASE
OF
THE
SHARES
Section
1.1
Sale
and
Purchase
.
Subject
to
the
terms
and
conditions
hereof,
at
the
Closing
(as
defined
in
paragraph
1.2
below),
Seller
agrees
to
sell,
assign,
transfer,
convey
and
deliver
to
Buyer
or
Buyer’s
assignee,
and
Buyer
agrees
to
purchase
from
Seller,
the
Shares. The Shares and the Purchase Price, as defined below, are to be transferred
and paid, respectively, through the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement, which is incorporated
herein by reference.
Section
1.2
Closing
.
The
purchase
of
the
Shares
shall
be
consummated at a closing ("Closing") to take place on or before June 6, 2016, unless otherwise agreed upon by
the parties in a writing signed by the parties (the
"Closing
Date").
The Purchase
Price
for
the
Shares
shall
be
paid
on
or
before
the
Closing
Date,
by
Buyer
to
Seller, through the Escrow Agent,
by
wire
transfer
or
other
form
of
immediately
available
good
funds
against
delivery
of
the
Shares, through the Escrow Agent,
in
transferable form
from
Seller
to
Buyer
or
Buyer’s
assignee,
provided
to
facilitate
the
Closing.
ARTICLE
II
REPRESEN
T
A
TIONS,
COVENANTS
AND
W
ARRANTIES
As
an
inducement
to
and
to
obtain
the
reliance
of
Buyer,
Seller
individually
represents
and
warrants
to
Buyer
as
follows:
Section
2.1
No
Conflict,
Authority,
Issued
Shares
.
The
execution
of
this
Agreement
and
the
consummation
of
the
transactions
contemplated
by
this
Agreement
will
not
result
in
the
material breach
of
any
term
or
provision
of,
or
constitute
an
event
of
default
under,
any
material
debt
instrument,
which
may
include
an
indenture,
mortgage,
deed
of
trust
or
other
contract,
agreement
or
instrument
to which
Seller
is
a
party
or
to
which
the
Shares
are
subject.
Seller
has
full
power,
authority
and
legal
right
and
has
taken
all
action
required
by
law
or
otherwise
to
authorize
the
execution
and
delivery
of
this Agreement.
The
Company
is
authorized
to
issue
up
to
two
hundred
fifty
million
(250,000,000)
shares
of common
stock.
Section
2.2
Title
to
the
Shares;
No
Pending
Litigation
.
Seller
owns
of record
and
beneficially
the
Shares
of
the
Company,
free
and
clear
of
all
liens,
encumbrances,
pledges,
claims,
options,
charges
and
assessments of any
nature
whatsoever,
with
full right and
lawful authority to
transfer
the
Shares
to
Buyer.
No
person
has
any
preemptive
rights
or
rights
of
first
refusal
with
respect
to
any
of
the
Shares.
There
exists
no
voting
agreement,
voting
trust,
or
outstanding
proxy
with
respect
to
any
of
the Shares. Other
than
disclosed
by
the
Seller
to
the
Buyer,
there
are
no
outstanding
rights,
options,
warrants, calls,
commitments, or any other agreements of any
character,
whether oral or written, with
respect to the
Shares. To
Seller’s
actual knowledge, there is no pending or threatened complaint, suit, demand or other dispute relating to the Shares or the
Company.
The Company is validly
existing
and in good standing
under
the
laws
of
the
State
of
Nevada,
and
holds
a
Nevada
State
Business
license.
The Company is in full compliance with the March 27, 2015 order issued
by the District Court in Clark County, Nevada (Case No. A-15-712031-B). The Company has no assets and no liabilities beyond those
liabilities set forth in Schedule A, which the Seller shall direct the Escrow Agent to pay off at Closing.
Section
2.3
Brokers
and
Finders
.
The
Seller
represents
and
warrants
that
he/she/it
has
made
no
agreements
involving
any
fees
of
any
type
that
relate
to
this
Agreement
that
would
involve
the
Buyer,
including
but
not
limited
to
broker’s
fee,
finder’s
fees
or
any
similar
compensation
arrangement.
Section
2.4
Continued Operation of Business in Usual Course
.
The
Seller agrees to exercise his controlling shares in the Company to operate the business of the Company in the usual course; however,
the Seller agrees not to incur any additional liabilities between the Effective Date and Closing, and agrees not to issue any securities
of the Company without the written consent of the Buyer.
As
an
inducement
to
and
to
obtain
the
reliance
of
Seller,
Buyer
individually
represents
and
warrants
to
Seller
as
follows:
Section
2.5
No
Conflict,
Authority
.
The
execution
of
this
Agreement
and
the
consummation
of
the
transactions
contemplated
by
this
Agreement
will
not
result
in
the
material
breach
of
any
term
or provision
of,
or
constitute
an
event
of
default
under,
any
material
debt
instrument,
which
may
include
an
indenture,
mortgage,
deed
of
trust
or
other
contract,
agreement
or
instrument
to
which
Buyer
is
a
party.
Buyer has full
power,
authority and legal right and has taken all action required
by law or otherwise to
authorize the execution and delivery of this Agreement.
Section
2.6
Restricted
Shares
.
Buyer
acknowledges
that
the
Shares
purchased
have
not
been
registered
under
the
Securities
Act
or
any
state
securities
laws,
will
be
issued
in
reliance
upon
an exemption
from
the
registration
and
prospectus
delivery
requirements
of
the
Act
which
relate
to
private
offerings,
will
be
issued
in
reliance
upon
exemptions
from
the
registration
and
prospectus
delivery
requirements of state securities laws which relate to private
offerings
and the Buyer must therefore bear the economic
risk
of
such investment
indefinitely
unless
a subsequent
disposition
thereof
is registered under the Act and applicable state securities laws or is
exempt therefrom.
Buyer acknowledges that the shares shall bear restrictive legends.
Buyer further represents that the Shares are being purchased for its own account, pursuant to consents and resolutions of its Board
of Directors, without the intent to resell to the public absent an exemption to registration or registration of the Shares.
Section
2.7
Buyer’s
Sophistication
.
Buyer
(i)
acknowledges
that
the
purchase
of
Shares
involves
a
high
degree
of
risk
in
that
the
Company
has
limited
business
operations
and
may
require substantial
funds;
(ii)
an
investment
in
the
Company
is
highly
speculative
and
only
investors
who
can
afford
the
loss
of
their
entire
investment
should
consider
investing
in
the
Company
and
the
Shares;
(iii)
has
such
knowledge
and
experience
in
finance,
securities, investments,
including
investment
in
non-listed and
non
registered
securities,
and
other business
matters
so
as
to
be able
to
protect
its
interests
in connection
with
this
transaction;
(iv)
that
the
sale
of
the
Shares to
Buyer
is
not
registered
with
the
U.S. Securities and Exchange
Commission or with the securities administrator of any state; (v) that the Shares are
being
sold
pursuant
to
an
exemption
from
such
registration
requirements;
and
(vi)
the
Shares
are “restricted securities” that will bear a restrictive legend
prohibiting their further transfer without registration or any exemption therefrom.
Section
2.7
Due
Diligence
Materials
Provided
.
Buyer
acknowledges that Seller has
provided
Buyer
provided
Buyer
with
true
and
accurate
copies
of
all
corporate
books
and
records
relating to
the
Company
in
Seller’s
possession
or
control.
Buyer
acknowledges
that
Seller
has
only
recently
become
the
controlling
shareholder
of
the
Company
and
has
obtained
control
of
the
Company
through court
process
which,
by
its
nature,
provides
Seller
with
only
very limited
information
regarding
the
Company,
its
history,
its financial
condition and any potential debts, obligations, liabilities or other claims. Buyer understands that there may be significant obligations,
claims or other obligations against the Company of which the Seller is unaware that would make the Company unsuitable for the business
operations therein contemplated by
Buyer,
and Buyer expressly assumes such risk.
ARTICLE
III
EXCHANGE
PROCEDURE
AND
OTHER
CONSIDERATION
Section
3.1
Seller’s
Delivery
.
On
the
Closing
Date,
the
Seller
shall
deliver
the
following
to
Buyer,
conditioned
upon
(i)
all
of
Buyer’s
representations
and
warranties
set
forth
in
Section
2,
above,
shall
be
true
and
correct
as
of
the
Closing,
and
(ii)
Buyer’s
performance
of
its
delivery
obligations
in
section
3.2,
below:
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(a) The
Shares
together
with
a
stock
power
or
other
instruction
required
for
the
transfer
of the
Shares
to
Buyer.
An
indemnification
will
be
used
and
is
approved
by
Pacific Stock
Transfer
in
lieu
of
medallion
.
If
necessary,
after
the
Closing,
the
Seller
shall
also
execute
such
other
certificates
or
other
documents
reasonably
necessary
to
transfer
the Shares
to
Buyer.
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(b) An updated list of shareholders as of Closing.
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(c)
Written
consent
from
the
Company’s
board
of
directors
or shareholders, consistent with the Company’s Bylaws and Articles of Incorporation approving this Agreement and the transaction
contemplated hereunder, and
appointing
Buyer’s
designee(s)
to
the
board
of
directors,
effective
upon
Closing.
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(d) Written
resignation
from
all
members
of
the
Company’s
board
of
directors
excepting
only
Buyer’s
designee,
effective
upon
Closing.
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(e) A
written
resignation
from
all
officers
of
the
Company,
effective
upon
Closing.
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(f) Final payoff letters from those vendors identified on Schedule A.
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(g) Any required notifications provided to FINRA, SEC or OTC Markets Group.
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(h) Executed Indemnification and Hold Harmless Agreement related to the Oil Lease.
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(i) Assignment between the Company and Arcaro regarding the transfer of the Oil Lease.
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Section
3.2
Buyer’s
Delivery
.
On
the
Closing
Date,
Buyer
shall
deliver
the
following
to
Seller,
conditioned
upon
(i)
all
of
Seller’s
representations
and
warranties
set
forth
in
Section
2,
above,
shall
be
true
and
correct
as
of
the
Closing,
and
(ii)
Seller’s
performance
of
its
delivery
obligations
in
section
3.1,
above:
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(a) Purchase
Price
in
good
funds
totaling
$175,000 through the Escrow Agent.
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(b) A
consent/resolution from the Buyer’s Board
of Directors appointing nominees to serve on the Board of Directors of the Company effective immediately upon Closing, and appointment
of officers pursuant to the Company’s Bylaws. The consent/resolution will also include (i) approval and ratification of the
Buyer’s obligations under this Agreement, (ii) mailing address for each director and officer appointed by Buyer, (iii) identification
of the Company’s new registered agent, and (iv) any other corporate matters associated with the Company’s ongoing business.
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ARTICLE
IV
MISCELLANEOUS
Section
4.1
Notification
of
Pink
OTC
Markets,
Inc.
and
Nevada
Secretary
of
State
.
Buyer
shall,
not
later
than
forty-eight
(48)
hours
following
the
Closing
,
take
the
following
actions:
(a) Notify
OTC Markets Group,
both
via
certified
letter
and
by
access
to
the
website section
of
www.otcmarkets.com
established
for
this
purpose,
of
the
new
address
and
registered
agent
for
the
Company,
the
new
director(s)
and officers of
the
Company
,
including
its
President. Buyer shall
be responsible for any and all costs associated with this notification.
(b) Notify
the
Nevada
Secretary
of
State,
by
filing
an
amended annual
list
of
officers
and
directors
and
by
amending its articles of incorporation
in changing
its resident
agent
notification,
of
the
new
address
and
resident
agent
for
the
Company,
the
new
director(s)
of
the
Company
and
the
new
officers
of
the
Company,
including
its
President.
Buyer
shall
promptly
pay
any
fees
associated
with
these
filings.
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(c) Confirm
to
Seller
in
writing
via
certified
letter
to
Seller,
and
by
providing
copies
of
the
notices
and
filings
provided
to
OTC
Markets Group and
the
Nevada
Secretary
of Stat
e
that
Buyer
has
performed
its
obligations
pursuant
to
sections
4.1(a)
and
(b),
above. Should
Buyer
fail
to
perform
according
to
this
Section
4.1,
Buyer
expressly
authorizes Seller
to
provide
the
notices
and
filings
contemplated
by
this
Section
4.1,
and
Buyer agrees
to
promptly
reimburse
Seller
for
all
expenses
related
thereto,
including
filing
fees and
attorney’s
fees
actually
incurred.
|
Section
4.2
Notices
.
Any
notices
or
other
communications
required
or
permitted
hereunder shall
be
sufficiently
given
if
personally
delivered
to
it
or
sent
by
registered
mail
or
certified
mail,
postage
prepaid,
or
by
prepaid
telegram
addressed
to
the
addresses
set
forth
in
this
Agreement
or
such
other addresses
as
shall
be
furnished
in
writing
by
any
party
in
the
manner
for
giving
notices
hereunder,
and
any
such
notice
or
communication
shall
be
deemed
to
have
been
given
as
of
the
date
so
delivered,
mailed or
telegraphed.
Section
4.3
Attorneys'
Fees
.
Except
as
expressly
provided
herein,
each
party
will
be responsible
for
their
own
attorney’s
fees.
Section
4.4
Confidentiality
.
Each
party
hereto
agrees
with
the
other
party
that,
unless
and until
the
transactions
contemplated
by
this
Agreement
have
been
consummated,
they
and
their representatives
will
hold
in
strict
confidence
all
data
and
information
obtained
with
respect
to
another party
or
any
subsidiary
thereof
from
any
representative,
officer,
director
or
employee,
or
from
any
books
or
records
or
from
personal
inspection,
of
such
other
party,
and
shall
not
use
such
data
or
information
or disclose the same
to others, except:
(i) to the extent such data is a matter of public knowledge or is
required
by
law
to
be
published;
and
(ii) to
the
extent
that
such
data
or
information
must
be
used
or disclosed in order to consummate the transactions contemplated by this Agreement. Notwithstanding, Seller authorizes
Buyer to disclose any confidential information related to the Company and this Agreement to the extent necessary in Buyer’s
disclosure requirements as a reporting company under the rules promulgated by the United States Securities and Exchange Commission,
and in the event Buyer elects to exercise its controlling interest in the Company after the Closing to become subject to the reporting
requirements for public companies.
Section
4.5
Third
Party
Beneficiaries
.
This contract is between
Seller and
Buyer.
No
other
person
or
entity
shall be
deemed
to
be
a
third
party
beneficiary
of
this
Agreement.
Section
4.6
Entire
Agreement
.
This
Agreement, and the Escrow Agreement,
represents
the
entire
agreement
between
the
parties
relating
to
the
subject
matter
hereof.
This
Agreement
alone
fully
and
completely expresses
the agreement
of
the
parties
relating
to
the
subject
matter
hereof.
There
are
no
other
courses
of
dealing, understanding,
agreements,
representations
or
warranties,
written
or
oral,
except
as
set
forth
herein.
This Agreement
may not
be
amended
or
modified,
except
by
a
written
agreement
signed
by
all
parties
hereto.
Section
4.7
Survival;
Termination
.
The
representations,
warranties
and
covenants
of
the
respective
parties
shall
survive
the
Closing
Date
and
the
consummation
of
the
transactions
herein contemplated
within
the
applicable
statute
of
limitations.
Section
4.8
Counterparts
.
This
Agreement
may
be
executed
in
multiple
counterparts,
each of
which
shall
be
deemed
an
original
and
all
of
which
taken
together
shall
be
but
a
single
instrument.
Section
4.9
Amendment
or
W
aiver
.
Every
right
and
remedy
provided
herein
shall
be
cumulative
with
every
other
right
and
remedy,
whether
conferred
herein,
at
la
w,
or
in
equity,
and
may
be
enforced
concurrently herewith, and no
waiver
by any party
of the performance of
any obligation
by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.
At any time prior to the Closing Date, this
Agreement may be amended by a writing signed
by all parties hereto, with respect to any of the terms contained herein, and any term or condition
of this Agreement may
be waived or
the
time for
performance hereof may
be extended
by
a writing
signed
by
the
party
or
parties
for
whose
benefit
the
provision
is
intended.
Section
4.10
Expenses
. Each
party
herein
shall
bear
all
of
their
respective
costs
and
expenses incurred
in
connection
with
the
negotiation
of
this
Agreement
and
in
the
consummation
of
the transactions
provided
for
herein
and
the
preparation
thereof.
Section
4.11
Headings;
Context
.
The
headings
of
the
sections
and
paragraphs
contained
in
this
Agreement
are
for
convenience
of
reference
only
and
do
not
form
a
part
hereof
and
in
no
way
modify,
interpret
or
construe
the
meaning
of
this
Agreement.
Section
4.12
Benefit
.
This
Agreement
shall
be
binding
upon
and
shall
inure
only
to
the benefit
of
the
parties
hereto,
and
their
permitted
assigns
hereunder.
This
Agreement
shall
not
be
assigned
by
any
party
without
the
prior
written
consent
of
the
other
party.
Section
4.13
Severability
.
In
the
event
that
any
particular
provision
or
provisions
of
this Agreement
or
the
other
agreements
contained
herein
shall
for
any
reason
hereafter
be
determined
to
be unenforceable,
or
in
violation
of
any
la
w,
governmental
order
or
regulation,
such
unenforceability
or
violation
shall
not
affect
the
remaining
provisions
of
such
agreements,
which
shall
continue
in
full
force
and
effect
and
be
binding
upon
the
respective
parties
hereto.
Section
4.14
No Strict Construction
.
The
language of this
Agreement shall be construed as
a whole,
according
to
its
fair
meaning
and
intendment,
and
not
strictly
for
or
against
either
party
hereto, regardless
of
who
drafted
or
was
principally
responsible
for
drafting
the
Agreement
or
terms
or
conditions hereof.
Section
4.15
Execution
Knowing
and
Voluntary
.
In
executing
this
Agreement,
the
parties
severally
acknowledge
and
represent
that
each:
(a)
has
fully
and
carefully
read
and
considered
this Agreement; (b)
has been or has had the opportunity to be fully apprised by its attorneys of the
legal
effect
and
meaning
of
this
document
and
all
terms
and
conditions
hereof; (c)
is
executing
this
Agreement
voluntarily,
free
from any
influence, coercion or duress
of
any kind.
Section
4.16
Further
Assurances,
Cooperation
.
Each
party
shall,
upon
reasonable
request by
the
other
party,
execute
and
deliver
any
additional
documents
necessary
or
desirable
to
complete
sale
contemplated
by
this
Agreement.
The
parties
hereto
agree
to
cooperate
and
use
their
respective reasonable
best
efforts
to
consummate
the
transactions
contemplated
by
this Agreement.
Section
4.17
Governing
Law
.
This
Agreement
shall
be
construed
(both
as
to
validity
and
performance)
and
enforced
in
accordance
with
and
governed
by
the
laws
of
the
state
of
Nevada
applicable to
agreements
made
and
to
be
performed
wholly
within
such
jurisdiction
and
without
regard
to
conflicts of
laws.
Any
dispute
arising
out
of
this
Agreement
shall
be
resolved
in
the
state
or
federal
courts
sited
in Clark
County,
Nevada,
to
the
exclusion
of
all
other
venues.
The
prevailing
party
in
any
such
action
shall
be
entitled
to
an
award
of
costs
and
its
reasonable
attorneys’
fees.
Section
4.18
Conflict Disclosure and Waiver
.
The Seller acknowledges
that the law firm of Paesano Akkashian Apkarian, P.C. (the “Firm”) represents the interests of the Buyer in this transaction.
The Seller has not sought, or been given, legal advice from the Firm. The Seller has been advised of the conflict of interest in
the Firm serving as counsel for the Buyer and as Escrow Agent under the Escrow Agreement, as more thoroughly set forth in the Escrow
Agreement, and has knowingly and willingly waived any conflict of interest after having sufficient opportunity to evaluate the
conflict.
IN
WITNESS
WHEREOF
,
the
parties
hereto
have
caused
this
Agreement
to
be
executed
as
of
the
date
first
above
written.
|
Seller
/s/Joseph
Arcaro
|
|
Buyer
/s/Alton
Perkins
Alton
Perkins
CEO,
Chairman
of
the
Board America
T
owne,
Inc.
|
|
Joseph
Arcaro President
Global
Recycle
Energy,
Inc.
|
|
Address
of
Seller
for
Notices:
Joseph
Arcaro
22837
Pacific
Coast
Highway Suite
632
Malibu,
CA
90265
|
Address
of
Buyer
for
Notices:
Alton
Perkins
4700
Homewood
Court
Suite
100
Raleigh,
North
Carolina
27609
Copy to:
Paesano Akkashian Apkarian, P.C.
c/o Anthony R. Paesano
7457 Franklin Road
Suite 200
Bloomfield Hills, MI 48301
|
Schedule
A
Liabilities
to be Paid at Closing
AmericaTowne (CE) (USOTC:ATMO)
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From Mar 2024 to Apr 2024
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