Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into
as of September 18, 2013 (the "Agreement Date") by and between Xxxxx Container
Corp., a Nevada corporation, (herein referred to as "Xxxxx") and Aruba Brands
Corp., a Nevada corporation, (herein referred to as "Aruba").
WHEREAS, Xxxxx Container Corp. is a publicly held Nevada Corporation with
its common stock traded on the XXX.XX Market, under the symbol "CSEY"; and
WHEREAS, Aruba desires to purchase 19.9% of the total issued outstanding
shares Xxxxx in exchange for $1,500,000 and for Xxxxx to change the Company's
name that is agreeable to both parties; and
WHEREAS, Xxxxx agrees to sell 19.9% of the total issued outstanding shares
to Aruba in exchange for $1,500,000 and for Xxxxx to change the Company's name
that is agreeable to both parties; and
WHEREAS, upon the effectiveness of this Agreement, as defined below, the
parties acknowledge and accept the desires of Aruba to purchase from Xxxxx the
said restricted common shares of Xxxxx Container Corp.; and
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereby agree as follows:
THE PURCHASE
1. The Purchase. Subject to the terms and conditions of this Agreement, upon
signing:
1.1. Aruba shall deliver within 90 days to Xxxxx One Million Five Hundred
Thousand Dollars ($1,500,000) by wire, or cashiers check, into the
account, of Xxxxx Container Corp.;
1.2. Xxxxx shall deliver to Aruba within five business days after receipt
of funds a physical stock certificate of Xxxxx Container Corp. in the
name of Aruba Brands Corp. Said shares shall be issued upon funding
which may, or may not, arrive in different stages and will equal 19.9%
of the total issued and outstanding shares upon completion of funding.
Furthermore, Xxxxx will change the Company's name. The name is to be
agreeable to both parties;
REPRESENTATIONS AND WARRANTIES OF XXXXX
2. Xxxxx hereby represents and warrants to Aruba that:
2.1. Authority. Xxxxx has full power and authority to execute, deliver, and
perform this Agreement and this Agreement is a legal, valid and a
binding obligation and is enforceable in accordance with its terms and
conditions.
2.2. Good Title. Xxxxx represents that the aforementioned restricted shares
of Xxxxx Container Corp. will be free and clear of any liens, claims
and encumbrances of any nature, form or description.
2.3. Indemnification. Xxxxx agrees to defend and hold Aruba harmless
against and in respect of any and all claims, demands, losses, costs,
expenses, obligations, liabilities, damages, recoveries, and
deficiencies, including interest, penalties, and reasonable attorney's
fees, that it shall incur or suffer, which arise out of, result from
or relate to any breach of, or failure by Xxxxx to perform any of its
respective representations, warranties, covenants and agreements in
this Agreement or in any exhibit or other instrument furnished or to
be furnished by Xxxxx under this Agreement.
3. Aruba hereby represents and warrants to Xxxxx that:
3.1. Authority. Aruba has full power and authority to execute, deliver, and
perform this Agreement and this Agreement is a legal, valid and a
binding obligation and is enforceable in accordance with its terms and
conditions.
3.2. Restricted Shares. Aruba represents and understands that the
aforementioned shares of Xxxxx Container Corp. controlled by Xxxxx are
"restricted securities" as that term is defined in Rule 144 and the
general rules and regulations of the 1933 Act. Aruba is fully aware of
the applicable limitations on the resale of restricted securities and
that these restrictions are set forth, for the most part, in Rule 144
of the Act as promulgated by the Securities and Exchange Commission
"SEC" and that the certificate will be delivered with a Rule 144
Legend stamp on the certificate.
3.3. Indemnification. Aruba agrees to defend and hold Xxxxx harmless
against and in respect of any and all claims, demands, losses, costs,
expenses, obligations, liabilities, damages, recoveries, and
deficiencies, including interest, penalties, and reasonable attorney's
fees, that it shall incur or suffer, which arise out of, result from
or relate to any breach of, or failure by Aruba to perform any of its
respective representations, warranties, covenants and agreements in
this Agreement or in any exhibit or other instrument furnished or to
be furnished by Aruba under this Agreement.
MISCELLANEOUS
4. Captions and Headings. The paragraph headings throughout this Agreement are
for convenience and reference only, and shall in no way be deemed to
define, limit, or add to the meaning of any provision of this Agreement.
5. No Oral Change. This Agreement and any provisions hereof, may not be
waived, changed, modified or discharged orally, but it can be changed by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification or, discharge is sought.
6. Non-Waiver. Except as otherwise expressly provided herein, no waiver of any
covenant, condition, or provision of this Agreement shall be deemed to have
been made unless expressly in writing and signed by the party against whom
such waiver is charged.
7. Time of Essence. Time is of the essence of this Agreement and each and
every part hereof.
8. Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties hereto and supersedes all prior
agreements and understandings, including as of the date of this agreement,
and merges any and all such prior discussions and/or agreements herein.
9. Legal Action and Costs. If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of
an alleged dispute, breach, default, or misrepresentation in connection
with any of the provisions of this Agreement, the successful or prevailing
party or parties shall be entitled to recover reasonable attorney's fees
and other costs incurred in that action or proceeding, in addition to any
other relief to which it or they may be entitled.
10. Choice of Law. This Agreement and its application shall be governed by the
laws of the State of Arizona.
11. Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.
12. Notices. All notices, requests, demands, and other communications under
this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom
notice is to be given, by first class mail, registered or certified,
postage prepaid, and properly addressed as follows:
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Xxxxx Representative:
Xxxxxx X Xxxxx
Xxxxx Container Corp
0000 Xxxxx Xxxxxxxxxx
Xxxxxxxx Xxxxxx, XX 00000
Aruba Representative:
Xxxxxx Xxxxxxx
Aruba Brands Corp.,
000 X. Xxxxxxx Xxx
Xxxxxxxx, XX 00000
13. Binding Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives successors and assigns of each
of the parties to this Agreement.
14. Effect of Closing. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any
instrument, certificate, opinion, or other writing provided for in it,
shall survive the Closing of this Agreement.
15. Expenses. Each party will pay its own legal, accounting and any other out
of pocket expenses reasonably incurred in connection with this transaction,
whether or not the transaction contemplated hereby is consummated.
16. Facsimile and Electronic Signatures as Originals. Original signatures
transmitted by facsimile or electronic email communication shall constitute
originals for the purpose of validly executing this Agreement.
AGREED TO AND ACCEPTED as of the date first above written.
Xxxxx: Aruba:
By /s/ Xxxxxx X Xxxxx By /s/ Xxxxxx Xxxxxxx
------------------------------- -------------------------------
Xxxxxx X Xxxxx Xxxxxx Xxxxxxx
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