Exhibit 10.2
COMMITMENT AGREEMENT
RECITALS
COMMITMENT AGREEMENT entered into this 12th day of January 2010 by and between
Xxxxx Container, Corp, ("Xxxxx"), and Taste of Aruba (US), Inc. ("TOA").
WHEREAS, Xxxxx is a newly formed company seeking customers for its products,
namely, biodegradable plastic bottle pre-forms (the "Product");
WHEREAS, Xxxxx desires to sell Product to TOA for a term of no less than five
years ("Term");
WHEREAS, TOA agrees to enter into a separate Product Purchase Agreement ("PPA")
with the Xxxxx;
WHEREAS, in consideration for TOA's commitment, Xxxxx shall pay TOA with its
restricted common stock to be issued upon the terms and conditions hereinafter
set forth.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. COMMITMENT
TOA agrees to purchase Product from Xxxxx by entering into a separate PPA with
Xxxxx within 90 days of the date of this Agreement. As part of the pending PPA,
TOA agrees to purchase no less than $37,750,000 of Product from Xxxxx during the
Term of the pending PPA.
2. CONSIDERATION
In consideration of TOA's commitment, Xxxxx hereby agrees to compensate TOA by
issuing one share of its restricted common stock for every two shares held by
TOA's shareholders of record as at January 31, 2010. Shareholders holding odd
numbers of shares will be rounded down. Xxxxx further agrees to issue the shares
directly to TOA shareholders within 10 days of completion of the PPA. TOA will
provide Xxxxx with a certified shareholders list from the said record date of
January 31, 2010. The number of shares represented by this agreement shall not
exceed 20,000,000.
TOA acknowledges and agrees to inform its shareholders that this issuance may
constitute taxable compensation and that any tax liability related thereto shall
be the responsibility of TOA's shareholders. In this regard, Xxxxx will issue to
the shareholders of TOA the proper tax form with the value of the shares being
determined based upon the price of Casey's stock as of the date of this
Agreement, which is par value of $0.001 price per share.
3. SEVERABILITY
In the event that any one or more provisions herein shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof.
4. TERMINATION.
This Agreement may be terminated in writing with the signatures of both TOA and
Xxxxx. Unless so terminated, this Agreement shall remain in effect until the
completion of the PPA and Compensation is received.
5. MISCELLANEOUS
This Agreement (i) constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and shall supersede all prior
understandings and agreements as to such subject matter; (ii) shall inure to the
benefit of and be binding upon the respective heirs, administrators, personal
representatives, successors and assigns of the parties hereto; and (iii) shall
be governed by and construed in accordance with the laws of Arizona.
IN WITNESS WHEREOF, the parties hereto have executed this Commitment Agreement
as of the date and year first above written.
Taste of Aruba (US) Inc.:
/s/ Xxxx X Xxxxx
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Xxxx X Xxxxx, President & CEO
Xxxxx Container, Corp.:
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, President & COO
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