Exhibit 10.13





Exhibit 10.13




STOCK PURCHASE AGREEMENT




THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 30, 2009, is
made by and between Genesis Fluid Solutions Holdings, Inc., a Delaware corporation
(“Seller”), and each of the individuals listed under the heading “Buyers” on the signature
page hereto (collectively, “Buyers”).



RECITALS




A. Seller owns all of the issued and outstanding shares of common stock $0.001 par value per
share (the “Shares”) of Cherry Tankers Holdings, Inc., a Delaware corporation (the
“Company”), which Shares constitute, as of the date hereof, all of the issued and
outstanding capital stock of the Company.



B. Buyers hold 12,805,000 shares of common stock, $0.001 par value per share, of Seller (the
“Purchase Price Shares”), and Buyers have agreed to transfer such shares back to Seller for
cancellation (the “Repurchase”).



C. In connection with the Repurchase, Buyers wish to acquire from Seller, and Seller wishes to
transfer to Buyers, the Shares, upon the terms and subject to the conditions set forth herein.




Accordingly, the parties hereto agree as follows:




1. Purchase and Sale of Stock.



(a) Purchased Shares. Subject to the terms and conditions provided below, Seller shall
sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined
in Section 1(c)), all of the Shares.



(b) Purchase Price. The purchase price for the Shares shall be the transfer and
delivery by Buyers to Seller of the Purchase Price Shares, deliverable as provided in Section 2(b).



(c) Closing. The closing of the transactions contemplated in this Agreement (the
“Closing”) shall take place as soon as practicable following the execution of this
Agreement. The date on which the Closing occurs shall be referred to herein as the Closing Date
(the “Closing Date”).




2. Closing.



(a) Transfer of Shares. At the Closing, Seller shall deliver to Buyers certificates
representing the Shares, duly endorsed to Buyers or as directed by Buyers, which delivery shall
vest Buyers with good and marketable title to all of the issued and outstanding shares of capital
stock of the Company, free and clear of all liens and encumbrances.



(b) Payment of Purchase Price. At the Closing, Buyers shall deliver to Seller a
certificate or certificates representing the Purchase Price Shares duly endorsed to Seller, which
delivery shall vest Seller with good and marketable title to the Purchase Price Shares, free
and clear of all liens and encumbrances.


 


 









 





3. Representations and Warranties of Seller. Seller represents and warrants to Buyers
as of the date hereof as follows:



(a) Corporate Authorization; Enforceability. The execution, delivery and performance
by Seller of this Agreement is within the corporate powers and has been, duly authorized by all
necessary corporate action on the part of Seller. This Agreement has been duly executed and
delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable against
Seller in accordance with its terms, except to the extent that its enforceability may be subject to
applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the
enforcement of creditors’ rights generally and by general equitable principles.



(b) Governmental Authorization. The execution, delivery and performance by Seller of
this Agreement requires no consent, approval, Order, authorization or action by or in respect of,
or filing with, any Governmental Authority.



(c) Non-Contravention; Consents. The execution, delivery and performance by Seller of
this Agreement and the consummation of the transactions contemplated hereby do not (i) violate the
certificate of incorporation or bylaws of Seller or (ii) violate any applicable Law or Order.



(d) Capitalization. As of the date hereof, Seller owns the Shares, which shares
represent 100% of the authorized, issued and outstanding capital stock of the Company. The Shares
are duly authorized, validly issued, fully-paid, non-assessable and free and clear of any Liens.



4. Representations and Warranties of Buyers. Buyers, jointly and severally, represent
and warrant to Seller as of the date hereof as follows:



(a) Enforceability. The execution, delivery and performance by Buyers of this
Agreement are within Buyers’ powers. This Agreement has been duly executed and delivered by Buyers
and constitutes the valid and binding agreement of Buyers, enforceable against Buyers in accordance
with its terms, except to the extent that its enforceability may be subject to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles.



(b) Governmental Authorization. The execution, delivery and performance by Buyers of
this Agreement require no consent, approval, Order, authorization or action by or in respect of, or
filing with, any Governmental Authority.



(c) Non-Contravention; Consents. The execution, delivery and performance by Buyers of
this Agreement, and the consummation of the transactions contemplated hereby do not violate any
applicable Law or Order.


 


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(d) Purchase for Investment. Buyers are financially able to bear the economic risks
of acquiring an interest in the Company and the other transactions contemplated hereby,
and have no need for liquidity in this investment. Buyers have such knowledge and experience
in financial and business matters in general, and with respect to businesses of a nature similar to
the business of the Company, so as to be capable of evaluating the merits and risks of, and making
an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring
the Shares solely for their own account and not with a view to or for resale in connection with any
distribution or public offering thereof, within the meaning of any applicable securities laws and
regulations, unless such distribution or offering is registered under the Securities Act of 1933,
as amended (the “Securities Act”), or an exemption from such registration is available.
Buyers have (i) received all the information they have deemed necessary to make an informed
investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make
such investigation as they have desired pertaining to the Company and the acquisition of an
interest therein, and to verify the information which is, and has been, made available to them and
(iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received
no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers
realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated
by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is
restricted by federal and state securities laws and, accordingly, the Shares must be held
indefinitely unless their resale is subsequently registered under the Securities Act or an
exemption from such registration is available for their resale. Buyers understand that any resale
of the Shares by them must be registered under the Securities Act (and any applicable state
securities law) or be effected in circumstances that, in the opinion of counsel for the Company at
the time, create an exemption or otherwise do not require registration under the Securities Act (or
applicable state securities laws). Buyers acknowledge and consent that certificates now or
hereafter issued for the Shares will bear a legend substantially as follows:



THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS
(THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR
QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED
BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH
TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS
TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER
EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES
LAWS.



Buyers understand that the Shares are being sold to them pursuant to the exemption from
registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the
representations made herein as one of the bases for claiming the Section 4(1) exemption.


 


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(e) Liabilities. Following the Closing, except as set forth on Schedule 4(e)
attached hereto, Seller will have no debts, liabilities or obligations relating to the Company or
its business or activities, whether before or after the Closing, and there are no outstanding
guaranties, performance or payment bonds, letters of credit or other contingent contractual
obligations that have been undertaken by Seller directly or indirectly in relation to the Company
or its business and that may survive the Closing.



(f) Title to Purchase Price Shares. Buyers are the sole record and beneficial owners
of the Purchase Price Shares. At Closing, Buyers will have good and marketable title to the
Purchase Price Shares, which Purchase Price Shares are, and at the Closing will be, free and clear
of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or
limitations prohibiting or restricting transfer to Seller, except for restrictions on transfer as
contemplated by applicable securities laws.




5. Indemnification and Release.



(a) Indemnification. Buyers covenant and agree to jointly and severally indemnify,
defend, protect and hold harmless Seller, and its officers, directors, employees, stockholders,
agents, representatives and affiliates (collectively, together with Seller, the “Seller
Indemnified Parties”) at all times from and after the date of this Agreement from and against
all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments,
adjustments, costs and expenses (including specifically, but without limitation, reasonable
attorneys’ fees and expenses of investigation), whether or not involving a third party claim and
regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”),
incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the
representations and warranties of Buyers set forth herein or in certificates delivered in
connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement on the part of
Buyers under this Agreement, (iii) any debt, liability or obligation of the Company, whether
incurred or arising prior to the date hereof or after, (iv) any debt, liability or obligation of
Seller for actions taken prior to that certain merger by and between Seller, Genesis Fluid
Solutions Acquisition Corp. and Genesis Fluid Solutions, Ltd., a Colorado corporation (the
“Merger”), including, without limitation, any amounts due or owing to any former officer,
director or Affiliate of Seller, (v) the conduct and operations of the business of the Company
whether before or after the Closing, (vi) claims asserted against the Company whether arising
before or after the Closing, or (vii) any federal or state income tax payable by Seller and
attributable to the transaction contemplated by this Agreement or activities prior to the Merger or
with respect to the Company after the Merger.


 


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(b) Third Party Claims.



(i) If any claim or liability (a “Third-Party Claim”) should be asserted against any
of the Seller Indemnified Parties (the “Indemnitee”) by a third party after the Closing for
which Buyers have an indemnification obligation under the terms of Section 5(a), then the
Indemnitee shall notify Buyers (the “Indemnitor”) within 20 days after the Third-Party
Claim is asserted by a third party (said notification being referred to as a “Claim
Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of
the books and records of the Indemnitee relating to such Third-Party Claim and to assume the
defense of such Third-Party
Claim and in connection therewith and to conduct any proceedings or negotiations relating
thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim.
The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests,
lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If
the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days
after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably
satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such
defense, and shall be responsible for any expenses of the Indemnitee in connection with the defense
of such Third-Party Claim so long as the Indemnitor continues such defense until the final
resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all
settlements made or judgments entered with respect to any Third-Party Claim the defense of which
has been assumed by the Indemnitor. Except as provided in subsection (ii) below, both the
Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the
Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification
liability except only to the extent that the Indemnitor is materially and adversely prejudiced by
such failure.



(ii) If the Indemnitor shall not agree to assume the defense of any Third-Party Claim in
writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, or
shall fail to continue such defense until the final resolution of such Third-Party Claim, then the
Indemnitee may defend against such Third-Party Claim in such manner as it may deem appropriate and
the Indemnitee may settle such Third-Party Claim, in its sole discretion, on such terms as it may
deem appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all
settlement payments and expenses, legal and otherwise, incurred by the Indemnitee in connection
with the defense or settlement of such Third-Party Claim. If no settlement of such Third-Party
Claim is made, then the Indemnitor shall satisfy any judgment rendered with respect to such
Third-Party Claim before the Indemnitee is required to do so, and pay all expenses, legal or
otherwise, incurred by the Indemnitee in the defense against such Third-Party Claim.



(c) Non-Third-Party Claims. Upon discovery of any claim for which Buyers have an
indemnification obligation under the terms of this Section 5 which does not involve a claim by a
third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyers of such claim
and, in any case, shall give Buyers such notice within 30 days of such discovery. A failure by
Indemnitee to timely give the foregoing notice to Buyers shall not excuse Buyers from any
indemnification liability except to the extent that Buyers are materially and adversely prejudiced
by such failure.



(d) Release. Buyers, on behalf of themselves and their Related Parties, hereby
release and forever discharge Seller and its individual, joint or mutual, past and present
representatives, Affiliates, officers, directors, employees, agents, attorneys, stockholders,
controlling persons, subsidiaries, successors and assigns (individually, a “Releasee” and
collectively, “Releasees”) from any and all claims, demands, proceedings, causes of action,
orders, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or
unknown, suspected or unsuspected, both at law and in equity, which Buyers or any of their Related
Parties now have or have ever had against any Releasee. Buyers hereby irrevocably covenant to
refrain from, directly or



 


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indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based
upon any matter released hereby. “Related Parties” shall mean, with respect to Buyers, (i)
any Person that directly or indirectly controls, is directly or indirectly controlled by, or is
directly or indirectly under common control with Buyers, (ii) any Person in which Buyers hold a
Material Interest or (iii) any Person with respect to which any Buyer serves as a general partner
or a trustee (or in a similar capacity). For purposes of this definition, “Material
Interest” shall mean direct or indirect beneficial ownership (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) of voting securities or other voting interests
representing at least ten percent (10%) of the outstanding voting power of a Person or equity
securities or other equity interests representing at least ten percent (10%) of the outstanding
equity securities or equity interests in a Person.




6. Definitions. As used in this Agreement:



(a) “Affiliate” means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by or under common control with the first Person. For the
purposes of this definition, “Control,” when used with respect to any Person, means the
possession, directly or indirectly, of the power to (i) vote 10% or more of the securities having
ordinary voting power for the election of directors (or comparable positions) of such Person or
(ii) direct or cause the direction of the management and policies of such Person, whether through
the ownership of voting securities, by contract or otherwise, and the terms “Controlling”
and “Controlled” have meanings correlative to the foregoing;



(b) “Governmental Authority” means any domestic or foreign governmental or regulatory
authority;



(c) “Law” means any federal, state or local statute, law, rule, regulation, ordinance,
code, Permit, license, policy or rule of common law;



(d) “Lien” means, with respect to any property or asset, any mortgage, lien, pledge,
charge, security interest, encumbrance or other adverse claim of any kind in respect of such
property or asset. For purposes of this Agreement, a Person will be deemed to own, subject to a
Lien, any property or asset which it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title retention agreement
relating to such property or asset;



(e) “Order” means any judgment, injunction, judicial or administrative order or
decree;



(f) “Permit” means any government or regulatory license, authorization, permit,
franchise, consent or approval; and



(h) “Person” means an individual, corporation, partnership, limited liability company,
association, trust or other entity or organization, including a government or political subdivision
or an agency or instrumentality thereof.


 


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7. Miscellaneous.



(a) Counterparts. This Agreement may be signed in any number of counterparts, each of
which will be deemed an original but all of which together shall constitute one and the same
instrument.




(b) Amendments and Waivers.



(i) Any provision of this Agreement may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.



(ii) No failure or delay by any party in exercising any right, power or privilege hereunder
will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other
or further exercise thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided will be cumulative and not exclusive of any rights or remedies provided by
Law.



(c) Successors and Assigns. The provisions of this Agreement will be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns; provided
that no party may assign, delegate or otherwise transfer (including by operation of Law) any of its
rights or obligations under this Agreement without the consent of each other party hereto.



(d) No Third Party Beneficiaries. This Agreement is for the sole benefit of the
parties hereto and their permitted successors and assigns and nothing herein expressed or implied
will give or be construed to give to any Person, other than the parties hereto, those referenced in
Section 5 above, and such permitted successors and assigns, any legal or equitable rights
hereunder.



(e) Governing Law. This Agreement will be governed by, and construed in accordance
with, the internal substantive law of the State of New York.



(f) Headings. The headings in this Agreement are for convenience of reference only and
will not control or affect the meaning or construction of any provisions hereof.



(g) Entire Agreement. This Agreement constitutes the entire agreement among the
parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior
agreements and understandings, both oral and written, between the parties with respect to the
subject matter hereof of this Agreement.



(h) Severability. If any provision of this Agreement or the application of any such
provision to any Person or circumstance is held invalid, illegal or unenforceable in any respect by
a court of competent jurisdiction, the remainder of the provisions of this Agreement (or the
application of such provision in other jurisdictions or to Persons or circumstances other than
those to which it was held invalid, illegal or unenforceable) will in no way be affected,
impaired or invalidated, and to the extent permitted by applicable Law, any such provision
will be restricted in applicability or reformed to the minimum extent required for such provision
to be enforceable. This provision will be interpreted and enforced to give effect to the original
written intent of the parties prior to the determination of such invalidity or unenforceability.


 


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(i) Notices. Any notice, request or other communication hereunder shall be given in
writing and shall be served either personally, by overnight delivery or delivered by mail,
certified return receipt and addressed to the following addresses:




	 	(a)	 	If to Buyers:

	 
	 	 	 	Anslow & Jaclin, LLP

195 Route 9 South

2nd Floor

Manalapan, NJ 07726

Attention: Gregg Jaclin, Esq.







	 	(b)	 	If to Seller:

	 
	 	 	 	Genesis Fluid Solutions Holdings, Inc.

6660 Delmonico Drive

Suite 242-D

Colorado Springs, CO 80919

Attention: Michael Hodges







With a copy to:




Sichenzia Ross Friedman Ference LLP

61 Broadway

32nd Floor

New York, New York 10006

Attention: Harvey Kesner, Esq.



[Signature Page Follows]




 


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[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered, effective as of the date first above written.



	 	 	 	 	 
	 	“SELLER”



GENESIS FLUID SOLUTIONS HOLDINGS, INC.

 	 
	 	By:  	/s/ Michael Hodges
 	 
	 	 	Name:  	Michael Hodges 	 
	 	 	Title:  	President 	 
	 
	 	“BUYERS”

 	 
	 	/s/ Sivan Alush
 	 
	 	Sivan Alush 	 
	 	 	 
	 	     /s/ Rivka Benchaya
 	 
	 	Rivka Benchaya 	 
	 	 	 
	 	     /s/ Ofer Ben-Ner
 	 
	 	Ofer Ben-Ner 	 
	 	 	 
	 	     /s/ Haim Perlstein
 	 
	 	Haim Perlstein 	 
	 	 	 
	 	     /s/ Atsmaout Perlstein
 	 
	 	Atsmaout Perlstein 	 
	 	 	 
	 	     /s/ Shlomit Yaron
 	 
	 	Shlomit Yaron 	 
	 	 	 
	 	     /s/ Sharone Perlstein
 	 
	 	Sharone Perlstein 	 
	 	 	 
	 	     /s/ Reuven Gepstein
 	 
	 	Reuven Gepstein 	 
	 	 	 
	 	     /s/ Yael Alush
 	 
	 	Yael Alush 	 



 


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	 	“BUYERS” (continued)



TALGON INVEST LTD.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	        /s/ Henry Pruwer
 	 
	 	Henry Pruwer 	 
	 	 	 
	 	        /s/ Idan Karako
 	 
	 	Idan Karako 	 
	 	 	 
	 
	 	        /s/ Rivka Kiper
 	 
	 	Rivka Kiper 	 
	 	 	 
	 	     /s/ Itshak On
 	 
	 	Itshak On 	 
	 	 	 
	 	        /s/ Rivka Kiper
 	 
	 	Rivka Kiper 	 




 


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