PURCHASE AGREEMENT (“AGREEMENT”)
(“AGREEMENT”)
Seller: |
Xxxxxx Stock | |
Buyer: | Republic of Texas Brands, Incorporated | |
Purchase Price: | Five Million (5,000,000) Shares of Unrestricted Stock of Republic of Texas Brands, Incorporated |
1. Sale of Shares. Seller shall sell to Buyer and Buyer shall purchase from Seller free from all liabilities and encumbrances, all of the issued and outstanding shares of Chill Texas, Inc. ( “Chill Texas”).
2. Purchase Price and Closing. Seller and Buyer agree the purchase price for the shares of Chill Texas, Inc. of Five Million (5,000,000) Shares of Unrestricted Stock of Buyer. Such closing shall take place immediately upon signing of this Agreement. Seller further understands and agrees that he may not sell more than 500,000 shares per month of the shares received herein.
3. Seller’s Representations and Warranties. Seller represents and warrants to Buyer the following:
A. | Chill Texas is not in default under any obligation or other contracts, and has not waived any material right under any lease or any contract. | |
B. | Chill Texas has filed all federal, state, county and local income, withholding, FICA, excise, property, sales and other tax returns which are required to be filed by Chill Texas, and such returns are true and correct to the best of knowledge of Seller and Chill Texas. Chill Texas has paid all taxes which have become due pursuant to such returns or pursuant to any assessments received by Chill Texas. | |
C. | There is no pending litigation, demand and/or claim against Chill Texas. | |
D. | Chill Texas is not in violation of any federal or state health, safety or environmental protection code, law or regulation, and to the best knowledge of Chill Texas’ President, there is no condition or stated facts which constitutes or forms the basis of any such violation. |
4. Seller further represents and warrants that he owns all of the issued and outstanding shares of Chill Texas, and that the shares are free from any encumbrances, and that there are no options, warrants or any other interests which anyone or entity has in Chill Texas.
8. Time of Essence. Time is of the essence of this Agreement and each and every provision hereof.
The Effective Date of Execution of this Agreement is the 31st day of July, 2014.
SELLER:
By: /s/ Xxxxxx Stock
Xxxxxx Stock
BUYER:
Republic of Texas Brands Incorporated
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
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