Exhibit 10.6
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made this 4th day of
April 2003, by and between General Finance and Development, Inc. ("GFD") Aurora
Capital Holdings, L.L.C. ("PURCHASER"). With an address of; 0000 x. xxxxxx Xxxx
Xx., Xxxx Xxxxx, XX 00000 Recitals
A. This Agreement provides for the purchase by PURCHASER, 50,000 Shares
of General Finance and Development, Inc. at a price of $1.00 per share.
B. This Agreement is being entered into for the purpose of setting forth
the following terms and conditions.
Purchase of Units
Section 1.1 Purchase Price. (a) As consideration for the purchase of Units
and investment in GFD, the parties agree, subject to the terms, conditions and
limitations set forth in this Agreement:
1. That PURCHASER hereby agrees to purchase the common Shares of General
Finance and Development, Inc. from GFD.
2. That PURCHASER agrees to pay such amount in the following manner:
Payment of $50,000 via certified check(s) or wire transfer(s) upon
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execution of this Agreement.
(3) Both parties agree that subject to the terms, conditions and limitations
set forth in this Agreement, that each shall execute all documents to
transfer the above referenced Units at Closing.
Section 1.2 Closing. Upon payment for the Shares, GFD shall deliver to
PURCHASER of Aurora Capital Holdings, L.L.C. common shares. Such GFD Shares
shall bear the following or similar restrictive legend:
The Units of common stock represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act") and may not
be offered, sold, assigned, pledged, hypothecated or otherwise transferred
unless (1) they are registered under the Act or (2) the holder has delivered to
the issuer an opinion of counsel, which opinion shall be satisfactory to the
issuer, to the effect that there is an available exemption from registration
under the Act and any applicable state securities laws or that registration is
otherwise not required.
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2. General Provisions
Section 2.1 Amendments and Modification. The parties hereto may amend,
modify and supplement this Agreement in such manner as may be agreed upon by
them in writing.
Section 2.2 Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and there respective successors, assigns,
heirs and legal representatives.
Section 2.3 Entire Agreements. This document contains the entire agreement
of the parties hereto with respect to the purchase of shares and the other
transactions contemplated herein, and supersedes all prior understandings and
agreements of the parties with respect to the subject matter hereof. Any
reference herein to this Agreement shall be deemed to include the Exhibits
attached hereto.
Section 2.4 Notices. Any notice, request, information or other document to
be given hereunder to any of the parties by any other party shall be in writing
and shall be given by hand delivery, telecopier, certified or registered U.S.
mail or a private courier service which provides evidence of receipt as part of
its service at the address set forth above. Any party may change the address or
telecopier number to which notices hereunder are to be sent to it by giving
written notice of such change as herein provided. Any notice given hereunder
shall be deemed given on the date of hand delivery, transmission by telecopier,
deposit with the U.S. Postal Service or delivery to a courier service, as
appropriate.
Section 2.5 Severability. If any provision of this Agreement is determined
to be illegal or unenforceable, such provision will be deemed amended to the
extent necessary to conform to applicable law or, if it cannot be so amended
without materially altering the intention of the parties, it will be deemed
stricken and the remainder of the Agreement will remain in full force and
effect.
Section 2.6 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota applicable to
contracts made and to be performed solely within such state.
Section 2.7 Invalidity. If any paragraph of this Agreement shall be held or
declared to be void, invalid or illegal, for any reason, by any court of
competent jurisdiction, such provision shall be ineffective but shall not in any
way invalidate or effect any other clause, paragraph, section or part of this
Agreement.
Section 2.8 Gender and Number. Words importing a particular gender mean and
include the other gender and words importing a singular number mean and include
the plural number and vice versa, unless the context clearly indicated to the
contrary.
Section 2.9 Amendments. No amendments or additions to this Agreement shall
be binding unless in writing, signed by both parties, except as herein otherwise
provided.
Section 2.10 No Assignments. Neither party may assign nor delegate any of
its rights or obligations hereunder without first obtaining the written consent
of the other party.
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Section 3.0 PURCHASER representations.
(a) PURCHASER has such knowledge and experience in financial and business
matters and is capable of evaluating the merits and risks of an investment in
GFD.
(b) PURCHASER does not intend or anticipate that this investment be a
source of current income, and has the ability to bear the economic risks of its
investment in GFD.
(e) PURCHASER is acquiring the securities hereunder for its own account for
investment purposes only and not with view to the sale or other distribution
thereof.
IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have signed this Agreement on the day and year first above written.
GENERAL FINANCE AND DEVELOPMENT, INC.
By: /s/ Xxxxxxx Xxxxxx
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Title: CEO and Director
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PURCHASER
By: /s/ Xxxxxxx Xxxxxx
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