Restrictions on Share Transfers or Sale from Asset Purchase Agreement
This ASSET PURCHASE AGREEMENT (the Agreement), dated as of January 4, 2017, is entered into by and among Patriot Bioenergy Corporation, a Kentucky corporation, (the Seller''), and Real Estate Contacts, Inc. (REAC), a Florida corporation (the Buyer'').
Restrictions on Share Transfers or Sale. The Purchase Price shares of Buyer's common stock shall be issued to Seller in a transaction reliant on the exemption provided by Section 4(a)(1) of the Securities Act of 1933, and shall be restricted shares, within the meaning of SEC Rule 144, that may be offered or sold in the United States only subject to applicable resale provisions of the U.S. Securities Laws. It is the Parties' mutual understanding that some portion of the Purchase Price may be transferred to or exchanged with Seller's shareholders in the form of a dividend-in-kind or share repurchase, in accordance with the resolution of Seller's directors; that some portion may be used to satisfy Seller's obligations to officers, directors and certain shareholders; and that some portion may be retained by Seller for use in future transactions, whether by offer and sale or as collateral, for its own benefit. The Parties agree that it shall be Seller's sole responsibility to ensure any such transactions in Buyer's shares complies with relevant provisions of the U.S. Securities Laws or the requirements of any Government Body. Buyer agrees that consent to the requirements of its transfer agent regarding any requested transfer, as described above, shall not be unreasonably withheld, and that any refusal shall be subject to relevant provisions of Article 8 of the Uniform Commercial Code. Seller agrees that it will take all reasonable steps to ensure that the shares issued as the Purchase Price shall not be offered or sold in any public transaction absent compliance with the U.S. Securities Laws, as applicable, and consents that any certificates issued in connection with the transactions contemplated herein shall bear appropriate restrictive legends .