CAPITAL CONTRIBUTION AGREEMENT
Exhibit 10.18
THIS
CAPITAL CONTRIBUTION AGREEMENT (this “Agreement) is made and entered into as of July 13,
2010, by and between H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“Berrard”), on the one
hand, and ▇▇▇▇▇▇▇ International, Inc., a Nevada corporation (“▇▇▇▇▇▇▇”) on the other.
RECITALS
WHEREAS,
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ each own 5,000 Units of HB Service, LLC, a limited liability
company organized under the laws of the State of Delaware (the “Company”), and otherwise have equal
membership interests in the Company, which together constitutes all of the outstanding membership
interests in the Company; and
WHEREAS, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ each own 606,445 shares of common stock, par value $0.01, of
▇▇▇▇▇▇▇, which constitutes all of the issued and outstanding shares of stock of ▇▇▇▇▇▇▇; and
WHEREAS, ▇▇▇▇▇▇▇▇ and Berrard each wish to make a capital contribution to ▇▇▇▇▇▇▇ of their
respective interests in the Company, and by doing so intend that the Company will become a
wholly-owned subsidiary of ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ wishes to accept such capital contribution.
AGREEMENTS
NOW THEREFORE, in consideration of the above premises and the promises contained in this
Agreement, the parties to this Agreement agree as follows:
1. Capital Contribution. ▇▇▇▇▇▇▇▇ and Berrard hereby transfer to ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇
hereby accepts the transfer of all right, title and interest that each of ▇▇▇▇▇▇▇▇ and Berrard has
in and to the Company.
2. Equity Interest in ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ represent that as of the date
hereof, they are the sole owners of the Company, with equal membership interests in the
Company,
and that as of the date hereof they are the sole stockholders of ▇▇▇▇▇▇▇, with equal stockholdings
in ▇▇▇▇▇▇▇. Upon completion of the transfers described above in Section 1 of this Agreement,
▇▇▇▇▇▇▇ shall own 100% of the outstanding membership interests in the Company, and shall do so
without the issuance of any additional shares of ▇▇▇▇▇▇▇ stock.
3. Further Actions. The parties agree to execute such additional documents and
agreements as may be necessary to evidence and accomplish the foregoing capital contribution.
4. Governing Law. This Agreement shall be governed by the laws of the state of
Florida, without reference to the conflict of laws provisions thereof.
5. Entire Agreement. This Agreement constitutes the entire understanding of the
parties with respect to the subject matter hereof and supersedes all prior understandings,
contracts and agreements between the parties.
IN WITNESS WHEREOF, the undersigned have duly executed this Capital Contribution Agreement
dated and effective as of the date first written above.
| /s/ H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||
| H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||
| ▇▇▇▇▇▇▇ INTERNATIONAL, INC. |
||||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President | ||||