Exhibit 99.2
DEBT SETTLEMENT AGREEMENT
THIS DEBT SETTLEMENT AGREEMENT (this "Agreement") is made and entered into
as of January 27th, 2015 (the "Agreement Date") by and between Xxxxx Container
Corp. a Nevada Corporation (herein referred to as "Debtor") and MRN Associates,
Inc. (herein referred to as "Creditor").
WHEREAS, Xxxxx Container Corp. is a publicly held Nevada Corporation with
its common stock traded on the OTC.OB Market, under the symbol "CSEY"; and
WHEREAS, Debtor desires to exchange its restricted shares of Xxxxx
Container Corp. for the debt owed to the Creditor; and
WHEREAS, upon the effectiveness of this Agreement, as defined below, the
parties acknowledge and accept that Creditor desires to accept from the Debtor
the said restricted common shares of Xxxxx Container Corp. in exchange for the
debt owed; 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 EXCHANGE
1. The Exchange. Subject to the terms and conditions of this Agreement, upon
signing:
1.1. Debtor shall deliver within five business days to Creditor a physical
stock certificate of Xxxxx Container Corp. in the amount of Six
Million Five Hundred Thousand (6,500,000) shares of restricted common
stock in the name of MRN Associates, Inc.;
1.2. Upon receipt of the said stock certificate the Creditor shall release
a portion of the debt owed to the Creditor by the Debtor of debt in
the amount of One Hundred and Ninety-Five Thousand Dollars ($195,000);
REPRESENTATIONS AND WARRANTIES OF DEBTOR
2. Debtor hereby represents and warrants to Creditor that:
2.1. Authority. Debtor 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. Debtor represents that the aforementioned restricted
shares of Xxxxx Container Corp. controlled by Debtor are free and
clear of any liens, claims and encumbrances of any nature, form or
description.
2.3. Indemnification. Debtor agrees to defend and hold Creditor 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 Debtor 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 Debtor under this Agreement.
3. Creditor hereby represents and warrants to Debtor that:
3.1. Authority. Creditor 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. Creditor represents and understands that the
aforementioned shares of Xxxxx Container Corp. controlled by Debtor
are "restricted securities" as that term is defined in Rule 144 and
the general rules and regulations of the 1933 Act. Creditor 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. Creditor agrees to defend and hold Debtor 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 Creditor 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 Creditor 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:
Debtor Representative:
Xxxxx X Xxxxx
0000 X. Xxxxxxx Xxxx
Xxxxxxxx Xxxxxx, XX 00000
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Creditor Representative:
MRN Associates, Inc
0000 X Xxxxx Xxxxxxxxxx
Xxxxxxxx Xxxxxx, 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.
Debtor: Creditor:
By /s/ Xxxxx X Xxxxx By /s/ Xxxxxx X Xxxxx
--------------------------------- ---------------------------------
Xxxxx X Xxxxx Xxxxxx X Xxxxx
Xxxxx Container Corp. MRN Associates, Inc
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