Common use of Stock Position Clause in Contracts

Stock Position. (i) In consideration of the benefits provided to the Company hereby, Company shall issue and deliver to Seller, such fully paid, non-assessable restricted shares of the Company’s common stock as necessary for Seller to attain at least a one and one tenth percent (1.1%) post Transaction (hereinafter defined) ownership interest in the Company (the “Position”). The Position shall be based on the capital structure of the Company post Transaction (taking into account any and all shares issued in connection with the Transaction, any reverse stock split (if any) completed in connection with or as a condition to such Transaction, and after any other initial issuance of stock (including issuance to the Company’s directors and/or officers) completed prior to, in connection with, or as a condition to such Transaction. Buyer shall take all steps necessary to fully effectuate the provisions of this Section 3 and, to that end, promptly after the Closing endeavor to identify an appropriate operating business that would be suitable for acquisition by the Company. For purposes hereof, “Transaction” shall mean the acquisition by the Company of an operating business by merger, acquisition of shares or asset acquisition. (ii) Certificate(s) evidencing the Position shall be issued and delivered to the Seller immediately following the actions anticipated by Section 3(c)(i) herein (the “Actions”), but in no case later than eleven (11) months following the Closing Date hereof. In the event that all Actions have not been completed by the eleventh month anniversary of the Closing Date, Seller shall transfer to Buyer shares comprising the Position on that date and shall issue additional shares as necessary following completion of the Actions. (iii) The Shareholder Resolution whereby the majority of the shareholders of the Company agree to the issuance of the Position. (iv) The effective date of all Shares transferred pursuant to this Section 3 shall be the Closing Date and shall be memorialized on the face of the certificates evidencing such shares.

Stock Position. (i) In consideration of the benefits provided to the Company hereby, Company shall issue and deliver to Seller, such fully paid, non-assessable restricted shares of the Company’s 's common stock as necessary for Seller equal to attain at least a one two and one tenth half percent (1.12.5%) post Transaction (hereinafter defined) Merger ownership interest in the Company (the “"Position”"). The Position shall be based on the capital structure of the Company post Transaction Merger (taking into account any and all shares issued in connection with relating to the TransactionMerger, initial contracts, and initial acquisition of any assets), post reverse stock split (if any) completed ), Post Initial Financing (Buyer and Seller expressly understand and agree that Seller's position may be diluted during the Initial Financing. Buyer and Seller further expressly understand and agree that Seller's Position following any such dilution shall in connection with or as no case be equal to less than a condition to such Transaction1.25% ownership interest in the company), and after any other initial issuance of stock stack (including issuance to the Company’s 's directors and/or officers) completed prior to, in connection with, or as a condition to such Transaction). Buyer shall take all steps necessary to fully effectuate the provisions of this Section 3 and, to that end, promptly after the Closing endeavor to identify an appropriate operating business that would be suitable for acquisition by the Company. For purposes hereof, “Transaction” shall mean the acquisition by the Company of an operating business by merger, acquisition of shares or asset acquisition3(e). (ii) Certificate(s) evidencing the Position shall be issued and delivered to the Seller immediately following the actions anticipated by Section 3(c)(i3(e)(i) herein (the “"Actions”"), but in no case later than eleven (11) months following the Closing Effective Date hereof. In the event that all Actions have not been completed by the eleventh month anniversary of the Closing Datethis Agreement, Seller shall transfer to Buyer shares comprising the Position on that date and shall issue additional shares as necessary following completion of the Actions. (iii) The Shareholder Resolution whereby the majority of the shareholders of the Company agree to the issuance of the Position. (iv) The effective date of all Shares transferred pursuant to this Section 3 shall be the Closing Effective Date of this Agreement and shall be memorialized on the face of the certificates evidencing such shares.,

Stock Position. (i) In consideration of the benefits provided to the Company hereby, Company shall issue and deliver to Seller, such fully paid, non-assessable restricted shares of the Company’s common stock as necessary for Seller equal to attain at least a one and one tenth three percent (1.13.00%) post Transaction Merger (hereinafter definedas defined in Section 15 herein) ownership interest in the Company (the “Position”). The Position shall be based on the capital structure of the Company (to include all common and preferred stock) post Transaction Merger (taking into account any and all shares issued in connection with relating to the TransactionMerger, initial contracts, and/or initial acquisition of any assets), post reverse stock split (if any) completed ), post initial financing (whether that initial financing be a single round or in connection with or as multiple tranches over a condition to such Transactionperiod of time), and after any other initial issuance of stock (including issuance to the Company’s directors and/or officers) completed prior to, in connection with, or as a condition to such Transaction). Buyer and Company shall take all steps necessary to fully effectuate the provisions of this Section 3 and3. Green Building & Engineering Contractors, to that endLLC/RCYT/Stock Purchase Agreement, promptly after the Closing endeavor to identify an appropriate operating business that would be suitable for acquisition by the Company. For purposes hereof, “Transaction” shall mean the acquisition by the Company Page 2 of an operating business by merger, acquisition of shares or asset acquisition.21 (ii) Certificate(s) evidencing the Position shall be issued and delivered to the Seller immediately following the actions anticipated by Section 3(c)(i3(e)(i) herein (the “Actions”), but in no case later than eleven (11) months following the Closing Effective Date hereof. In the event that all Actions have not been completed by eleven (11) months from the eleventh month anniversary of the Closing Effective Date, Seller Buyer and/or Company shall transfer to Buyer Seller shares comprising the Position on as of that date and shall issue additional shares as necessary following completion of the Actions. (iii) The Shareholder Resolution whereby Within five (5) calendar days from the majority of date the shareholders of the Actions are completed, Buyer and/or Company agree to the issuance of the Positionshall notify Seller in writing that all Actions have been completed. (iv) Within ten (10) calendar days from the date the Actions are completed (“Position Due Date”), Buyer and/or Company shall deliver fully executed copies of Exhibit 2 and Exhibit 3 (attached hereto) to the Company’s Transfer Agent with an instruction letter stating the appropriate number of shares to be issued and delivered to Seller via overnight delivery. Should Buyer and/or Company fail to issue and deliver the appropriate Position to Seller by the Position Due Date, Seller shall be owed its three percent (3.00%) Position based upon the issued and outstanding capital stock of the Company from the date the shares are finally issued and delivered to Seller. Should the Company experience a material decline in stock value from the Position Due Date to Seller’s receipt of its Position, Buyer and/or Company shall issue additional shares or provide cash compensation to Seller as necessary to equal the value of the Position as it was on the Position Due Date. For the purposes of this Section 3(e)(iv), a “material decline” shall mean: any decline in the Closing Price from the Position Due Date until the date the Position is finally issued that equates to the Position losing in value any amount greater than $5,000.00). (v) The effective date of all Shares transferred pursuant to this Section 3 shall be the Closing Effective Date of this Agreement and shall be memorialized on the face of the certificates evidencing such shares.