ASN Technologies, Inc. 8-K 


Exhibit 10.1


STOCK PURCHASE AGREEMENT


This STOCK PURCHASE
AGREEMENT (“Agreement”) effective as of the 19th day of October, 2015, provides for the sale
of Nine Million Nine Hundred Ninety-nine Thousand Nine Hundred Ninety-one (9,999,991) shares of common stock (the “Shares”
or “Securities”) of ASN Technologies, Inc., a Nevada corporation (the “Company”) at a price
of $10,000.00 (the “Purchase Price”) from Daniel Davis (“Seller”) to Laura Magrone
(“Buyer”) on the following terms and conditions:


1.


Sale and Purchase.
Subject to the terms and conditions hereof, at the Closing (as defined in paragraph 2 below), Seller agrees to sell, assign, transfer,
convey and deliver to Buyer, and Buyer agrees to purchase from Seller, the Shares.


2.


Closing. The
purchase of the Shares shall be consummated at a closing (“Closing”) to take place at 10:00 o’clock a.m. on or
before October 25, 2015 unless extended by agreement of the parties hereto (the “Closing Date”).


3.


Purchase Price.
The Purchase Price for the Shares shall be delivered on or before the Closing Date, by Buyer to Laxague Law, Inc. (the “Escrow
Agent”) pursuant to the Escrow Agreement entered into by and among Buyer, Seller, and the Escrow Agent dated as of September
25, 2015 (the “Escrow Agreement”). The Purchase Price shall be delivered to the Seller by the Escrow Agent pursuant
to the instruction of Buyer upon the satisfaction of the closing conditions contemplated by this Agreement.


4.


Seller’s
Delivery. On the Closing Date, the Seller shall deliver to Empire Stock Transfer, Inc., the Company’s Transfer Agent
(the “Transfer Agent”): (i) the certificate representing the Shares (the “Certificate”), in negotiable
form, duly endorsed with a duly executed stock transfer power, (ii) a waiver of Medallion Signature Guaranty (the “Medallion
Waiver”) to the stock transfer power in form and substance satisfactory to the Transfer Agent, and (iii) any other instruction
required for the transfer of the Shares to Buyer conditioned upon Buyer’s delivery of the Purchase Price.


5.


Buyer’s
Delivery. On the Closing Date, Buyer shall deliver to Seller the Purchase Price, conditioned upon Seller’s delivery of
the Shares.


6.


Representations
and Warranties of the Seller with respect to the Securities. The Seller represents and warrants to the Buyer with respect to
the Securities that:


(a)


Capacity
of the Seller; Authorization; Execution of Agreements. The Seller has all requisite power, authority and capacity to enter into
this Agreement and to perform the transactions and obligations to be performed by it hereunder. This Agreement constitutes a valid
and legally binding agreement of the Seller, enforceable in accordance with its terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States (both state and federal), affecting
the enforcement of creditors’ rights or remedies in general from time to time in effect and the exercise by courts of equity
powers or their application of principles of public policy.


 




    	1 



    	 



    



(b)  


Title to
Securities. The Seller is the sole record and beneficial owner of the Securities and has sole managerial and dispositive authority
with respect to the Securities. The Seller has not granted any person a proxy with respect to the Shares that has not expired or
been validly withdrawn. The sale and delivery by the Seller of the Securities to the Buyer pursuant to this Agreement will vest
in the Buyer legal and valid title to the Securities, free and clear of all liens, security interests, adverse claims or other
encumbrances of any character whatsoever, other than encumbrances created by the Buyer and restrictions on the resale of the Securities
under applicable securities laws.


(c)  


Disclosure.
The Seller acknowledges and agrees that the representations and warranties by the Seller in this Section 6 are true and complete
in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they
were made.


7.


Representations
and Warranties of the Buyer. The Buyer hereby represents and warrants to the Seller that:


(a)


Capacity
of the Buyer; Authorization; Execution of Agreements. The Buyer has all requisite power, authority and capacity to enter into this
Agreement and to perform the transactions and obligations to be performed by it hereunder. The execution and delivery of this Agreement
by the Buyer, and the performance by the Buyer of the transactions and obligations contemplated hereby, including, without limitation,
the purchase of the Securities from the Seller hereunder, have been duly authorized by all requisite corporate action of the Buyer,
as applicable. This Agreement constitutes a valid and legally binding agreement of the Buyer, enforceable in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws
of the United States (both state and federal), affecting the enforcement of creditors’ rights or remedies in general from
time to time in effect and the exercise by courts of equity powers or their application of principles of public policy.


(b)


Investment
Intent. The Shares being purchased hereunder by the Buyer are being purchased for its/ his/ her own account and are not being purchased
with the view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the 1933
Act. The Buyer understands that such Securities have not been registered under the 1933 Act by reason of their issuance in a transaction
exempt from the registration and prospectus delivery requirements of the 1933 Act pursuant to Section 4(2) thereof and/or the provisions
of Rule 506 of Regulation D promulgated thereunder, and under the securities laws of applicable states. The Buyer further understands
that the certificates representing such Securities shall bear a legend substantially similar to the following and agrees that it
will hold such Securities subject thereto:


 




    	2 



    	 



    


THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS
THE SAME IS REGISTERED UNDER SAID ACTS AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE
AND THE COMPANY SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO
THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).


(c)


Disclosure.
The Buyer acknowledges and agrees that the representations and warranties by the Buyer in this Section 7 are true and complete
in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they
were made.


8.


Miscellaneous:



a.


Entire
Agreement.  This Agreement represents the entire agreement between the parties relating to the subject matter hereof.
This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. This Agreement
may not be amended or modified, except by a written agreement signed by all parties hereto.


b.


Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall
be but a single instrument.


c.


Expenses.  Each
party herein shall bear all of their respective costs and expenses incurred in connection with the negotiation of this Agreement
and in the consummation of the transactions provided for herein and the preparation thereof.


d.


Further
Assurances, Cooperation.  Each party shall, upon reasonable request by the other party, execute and deliver any additional
documents necessary or desirable to complete sale contemplated by this agreement. The parties hereto
agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this agreement.


e.


Governing
Law.  This Agreement shall be construed (both as to validity and performance) and enforced in accordance with and
governed by the laws of the state of Nevada applicable to agreements made and to be performed wholly within such jurisdiction and
without regard to conflicts of laws.


 




    	3 



    	 



    



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


	 	Seller 	 
	 	 	 
	 	 	 
	 	/s/ Daniel Davis	 
	 	Daniel Davis	 
	 	 	 
	 	 	 
	 	Buyer	 
	 	 	 
	 	 	 
	 	/s/ Laura Magrone	 
	 	Laura Magrone	 


 






    	4