Exhibit 10.1





 





 
Exhibit
10.1





SECURITIES PURCHASE
AGREEMENT

 


This
Securities Purchase Agreement (this "Agreement"), dated as of March 26,
2019, is by and between Azzurra Holdings Corporation (the “Seller”), and Red Beard Holdings LLC (the
“Buyer”).

 


RECITAL

 


WHEREAS, Seller
desires to sell to the Buyer, and Buyer wishes to purchase from
Seller, shares of common stock, $0.001 par value
(“Common
Stock”), of Seller on the terms and subject to the
conditions set forth herein.

 



AGREEMENT

 


NOW,
THEREFORE, in consideration of the premises and the mutual
covenants contained in this Agreement, and other good and valuable
consideration, the receipt and sufficient of which are hereby
acknowledged, and intending to be legally bound hereby, the parties
agree as follows:

 


ARTICLE
I – THE SECURITIES

 


Section
1.1. Sale and Purchase of
the Shares. In reliance upon
the representations and warranties made herein, Seller agrees to
sell to Buyer 3,827,683 shares of the Company’s Common Stock
(the “Shares”), and Buyer agrees to purchase the Shares
from Seller.

 


Section
1.2. Purchase
Price. The aggregate purchase
price for the Securities (the “Purchase
Price”), shall be
$45,000, or $0.012 per share.

 


Section
1.3. Closing.
The closing of the purchase and sale of the Shares (the
“Closing”)
shall be held concurrently with the execution and delivery of this
Agreement. At the Closing, Seller will cause to be delivered to the
Company notice to the Seller’s transfer agent instructing the
transfer agent to issue the Shares to Buyer, and Buyer will deliver
the Purchase Price to Seller by wire transfer of immediately
available funds to the account specified by Seller to Buyer at
Closing.

 


ARTICLE
II – REPRESENTATIONS AND WARRANTIES OF
SELLER

 


Seller
represents and warrants to Buyer as follows:

 


Section
2.1. Power and Authority of
Seller. Seller has all
requisite power and authority to execute, deliver and perform this
Agreement and to execute and deliver the share certificates or
instruments to be executed and delivered pursuant hereto by Seller
and to consummate the transactions contemplated hereby. This
Agreement has been duly and validly authorized, executed, and
delivered by Seller and constitutes the valid and binding
obligation of Seller, enforceable against Seller in accordance with
its terms, except to the extent that such enforceability (i) may be
limited by bankruptcy, insolvency, reorganization, moratorium, or
other similar laws relating to creditors' rights generally, and
(ii) is subject to general principles of
equity.

 


Section
2.2. Capitalization.
The authorized capital stock of the Company consists of 100.0
million shares of Common Stock, and 5.0 million shares of Preferred
Stock, of which 201,457 shares of Common Stock were issued and
outstanding prior to Closing, and no shares of Preferred Stock were
issued and outstanding. Immediately following Closing, the
capitalization of the Company will be as set forth on
Exhibit
A attached hereto, which also
sets forth the name of each shareholder of the Company and the
number of shares of Common Stock beneficially owned by
each.

 


 




 

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Section
2.3. Absence of Conflicting
Agreements. The execution,
delivery, and performance of this Agreement and the consummation of
the transactions contemplated hereby do not, with or without the
giving of notice, the lapse of time, or both: (i) contravene or
conflict with, or constitute a violation of, any judgment,
injunction, order, or decree binding upon or applicable to Seller,
(ii) require any consent, approval, or other action by any third
party, (iii) contravene or conflict with, or constitute a violation
of, any agreement to which Seller is a party or by which Seller is
bound, or (iv) result in the creation or imposition of any Lien on
the Securities.

 


Section
2.4. Broker's
Fees. Seller does not have any
liability or obligation to pay any fees or commissions to any
broker, finder, or agent with respect to the transactions
contemplated hereby or based in any way upon arrangements,
agreements, or understandings made by or on behalf of Seller
hereunder.

 


Section
2.5. Seller (i) is a sophisticated investor and has
such knowledge and experience in financial and business matters as
to be capable of evaluating independently the merits, risks and
suitability of entering into this Agreement and the transactions
contemplated hereby, (ii) has conducted its own analysis and due
diligence and independently obtained such information as it deems
necessary in order to make an informed investment decision with
respect to the Securities, (iii) is able to bear the risks
attendant to the transactions contemplated hereby and (iv)
acknowledges that (a) no public market
exists for the Securities, (b) the Securities are being sold
hereunder in a private transaction, (c) the Purchase Price was
negotiated privately between the parties hereto (d) acknowledges
that the Buyer and its affiliates may have access to or possess
material non-public or confidential information (the
“Confidential Information”) regarding the Securities
and the Company and represents that it will not pursue any claim
against the Buyer or its affiliates based on or relating to the
Buyer’s possession of the Confidential Information and (e)
the Securities have not been registered under the Securities Act or
any other applicable securities laws.

 


ARTICLE
III – REPRESENTATIONS AND WARRANTIES OF
BUYER

 


Buyer
represents and warrants to, and agrees with, seller as
follows:

 


Section
3.1. Accredited Investor
and Investment Purpose. Buyer
is an "accredited investor" as that term is defined in Rule 501(a)
of the Securities Act. The Securities will be acquired for
investment for Buyer's own account, not as a nominee or agent, and
not with a view to the resale or distribution of any part thereof
in violation of the Securities Act, and Buyer has no present
intention of selling, granting any participation in, or otherwise
distributing the same in violation of the Securities
Act.

 


Section
3.2. Power and
Authority. Buyer has all
requisite power and authority to execute, deliver and perform this
Agreement and to consummate the transactions contemplated hereby.
This Agreement has been duly and validly authorized, executed and
delivered by Buyer and constitutes the valid and binding obligation
of Buyer, enforceable in accordance with its terms, except to the
extent that such enforceability (i) may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws
relating to creditors' rights generally and (ii) is subject to
general principles of equity.

 


Section
3.3. Broker's
Fees. Buyer does not have any
liability or obligation to pay any fees or commissions to any
broker, finder or agent with respect to the transactions
contemplated hereby or based in any way upon agreements,
arrangements or understandings made by or on behalf of Buyer
hereunder.

 


 




 

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Section
3.4. Absence of Conflicting
Agreements. The execution,
delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby, do not, with or without the
giving of notice, the lapse of time or both: (i) contravene or
conflict with, or constitute a violation of, any judgment,
injunction, order or decree binding upon or applicable to Buyer,
(ii) require any consent, approval or other action by any third
party, or (iii) contravene or conflict with, or constitute a
violation of, any agreement to which Buyer is a party or by which
Buyer is bound.

 


Section
3.5. Buyer
(i) is a sophisticated investor and has such knowledge and
experience in financial and business matters as to be capable of
evaluating independently the merits, risks and suitability of
entering into this Agreement and the transactions contemplated
hereby, (ii) has conducted its own analysis and due diligence and
independently obtained such information as it deems necessary in
order to make an informed investment decision with respect to the
Securities, (iii) is able to bear the risks attendant to the
transactions contemplated hereby and (iv) acknowledges that (a) no
public market exists for the Securities, (b) the Securities are
being sold hereunder in a private transaction, (c) the Purchase
Price was negotiated privately between the parties hereto, (d)
acknowledges that the Seller and its affiliates may have access to
or possess material non-public or confidential information (the
“Confidential Information”) regarding the Securities
and the Company and represents that it will not pursue any claim
against the Seller or its affiliates based on or relating to the
Seller’s possession of the Confidential Information and (e)
the Securities have not been registered under the Securities Act or
any other applicable securities laws

 


ARTICLE
IV – COVENANTS OF THE PARTIES

 


Section
4.1. Further
Assurances. At any time or from
time to time after the Closing, each of Seller and Buyer shall, at
the reasonable request and expense of the other party or its
counsel (unless such request is occasioned by the breach of a
representation, warranty or covenant of the other party, in which
case it shall be at the expense of such breaching party), execute
and deliver any further instruments or documents and take all such
further action in order to evidence or otherwise facilitate the
consummation of the transactions contemplated
hereby.

 


Section
4.2. No Other
Representations or Warranties.
Except as set forth in this Agreement, no party is making, or is
relying on, any express or implied representations or warranties
relating to any party or to the consummation of the transactions
contemplated hereby. Each party is making its decision to
consummate the purchase and sale of the Securities described herein
on the basis of its due diligence investigation of the Company and
not on any representation, warranty, statement or information made
or communicated (orally or in writing) to by the other party or any
affiliate, representative or agent thereof, other than as set forth
in this Agreement. The representations and warranties made by
Seller and Buyer in Article II
and Article
III, respectively, shall
survive the Closing and the delivery of the
Securities.

 


ARTICLE
V -- MISCELLANEOUS

 


Section
5.1. Expenses.
Each party hereto shall pay its own expenses in connection with the
transactions contemplated hereby, whether or not such transactions
shall be consummated. Notwithstanding the foregoing, Buyer and
Seller shall each pay one-half of any fees charged by the Company
in connection with the transfer of the
Securities.

 


 




 

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Section
5.2. Notices.
All notices, requests, demands, waivers and other communications
required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given if (i)
delivered personally, (ii) mailed, certified or registered mail,
with postage prepaid or (iii) sent by next-day or overnight mail or
delivery or sent by telecopy or electronic mail, to the address
listed below each party's name on the signature page hereto or at
such other address as may be specified in writing to the other
parties hereto. All such notices, requests, demands, waivers and
other communications shall be deemed to have been received (i) if
by personal delivery on the day after such delivery, (ii) if by
certified or registered mail, on the fifth business day after the
mailing thereof, (iii) if by next-day or overnight mail or
delivery, on the day delivered and (iv) if by telecopy or
electronic mail, on the next day following the day on which such
telecopy was sent, provided that a copy is also sent by certified
or registered mail.

 


Section
5.3. Governing
Law. This Agreement shall be
construed in accordance with and governed by the laws of the State
of New York applicable to agreements made and to be performed
wholly within such jurisdiction.

 


Section
5.4. Binding Effect;
Assignment. This Agreement
shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. No
party hereto may assign either this Agreement or any of its rights,
interests or obligations hereunder without the prior written
approval of each of the other parties hereto.

 


Section
5.5. No Third Party
Beneficiaries. Nothing in this
Agreement shall confer any rights upon any person or entity other
than the parties hereto and their respective successors and
permitted assigns.

 


Section
5.6. Amendment; Waivers;
Etc. No amendment, modification
or discharge of this Agreement, and no waiver hereunder, shall be
valid or binding unless set forth in writing and duly executed by
the party against whom enforcement of the amendment, modification,
discharge or waiver is sought. Any such waiver shall constitute a
waiver only with respect to the specific matter described in such
writing and shall in no way impair the rights of the party granting
such waiver in any other respect or at any other time. Neither the
waiver by any of the parties hereto of a breach of or a default
under any of the provisions of this Agreement, nor the failure by
any of the parties, on one or more occasions, to enforce any of the
provisions of this Agreement or to exercise any right or privilege
hereunder, shall be construed as a waiver of any other breach or
default of a similar nature, or as a waiver of any of such
provisions, rights or privileges hereunder.

 


Section
5.7. Entire Agreement;
Confidentiality. This Agreement
constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof.
Each of Buyer and
Seller shall maintain the confidentiality of the terms of the
transaction described herein unless otherwise required by law or
regulatory authority, or other legal process, except that the
parties may disclose the terms of the transaction to their
respective affiliates, attorneys, accountants and other
professionals and in connection with the enforcement of the
parties’ respective rights and obligations
hereunder.

 

Section
5.8. Counterparts;
Facsimile. This Agreement may
be executed in several counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the
same instrument. The reproduction of signatures by means of
telecopying or electronic device shall be treated as though such
reproductions are executed originals.

 

 



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Follow]




 

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

 


AZZURRA
HOLDING CORPORATION


 





By:
______________________
       


Name: Daniel W.
Rumsey

Title:
President


 


 

 


RED
BEARD HOLDINGS LLC


 


 

By:            



Name:
_______________________

Title: 



 


 




 

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EXHIBIT
A


 


CAPITALIZATION


 


	
Shareholder

	
 
No. of
Shares of Common Stock

 

	
 
Percent

 


	
 

	
 
 

 

	
 
 

 


	
Red
Beard Holdings LLC

	
  3,827,683 

	
  95%


	
Daniel
W. Rumsey

	
  106,587 

	
  2.60%


	
Jason
Adelman

	
  84,870 

	
  2.10%


	
Highbridge
Capital

	
  10,000 

	
 
<1

%


	
 

	
    

	
    


	
TOTAL

	
  4,029,140 

	
  100%







 


 







 




 

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