Exhibit 10.1


 


OBAN
INDUSTRIES, INC.


COMMON
STOCK PURCHASE AGREEMENT


 


This Common Stock Purchase Agreement
(the “Agreement”) is made as of January 31, 2011, by and between Oban Industries, Inc., a Delaware corporation (the
“Company”), and GroRiver Capital LLC, a limited liability company duly organized under the laws of Texas (“Purchaser”).


1.Sale of Stock. Subject to
the terms and conditions of this Agreement, on the Purchase Date (as defined below), the Company will issue and sell to Purchaser,
and Purchaser agrees to purchase from the Company, 800,000 shares of the Company’s Common Stock (the “Shares”)
at a purchase price of $0.01 per Share for a total purchase price of $8,000. The term “Shares” refers to the purchased
Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all
securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange, or the like, and all
new, substituted, or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership
of the Shares.


2.Purchase. The purchase and
sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution of
this Agreement by the parties or on such other date as the Company and Purchaser shall agree (the “Purchase Date”).
On the Purchase Date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser
(which shall be issued in Purchaser’s name) against payment of the purchase price therefore by check made payable to the
Company.


3.Investment Representations.
In connection with the purchase of the Shares, Purchaser represents to the Company the following:


(a)Purchaser is aware of the Company’s
business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable
decision to acquire the Shares. Purchaser is purchasing the Shares for investment for its own account only and not with a view
to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.


(b)Purchaser understands that the Shares
have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among
other things, the bona fide nature of Purchaser’s investment intent as expressed herein.


(c)Purchaser understands that the Shares
are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws,
Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified
by state authorities, or an exemption from such registration and qualification requirements is available. Purchaser acknowledges
that the Company has no obligation to register or qualify the Shares for resale. Purchaser further acknowledges that, if an exemption
from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the
time and manner of sale, the holding period for the Shares, and requirements relating to the Company that are outside of the Purchaser’s
control, and which the Company is under no obligation and may not be able to satisfy.


4.Legends. The certificate
or certificates representing the Shares shall bear the following legend (as well as any legends required by applicable state and
federal corporate and securities laws):


THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.



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5.Miscellaneous.


(a)Governing Law. This Agreement
and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed,
and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.


(b)Entire Agreement; Enforcement
of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein
and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party
to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.


(c)Severability. If one or more
provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision
in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted
as if such provision were so excluded, and (iii) the balance of the Agreement shall be enforceable in accordance with its
terms.


(d)Construction. This Agreement
is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any;
accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


(e)Notices. Any notice required
or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by fax or 48
hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party
to be notified at such party’s address or fax number as set forth below or as subsequently modified by written notice.


(f)Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute
one instrument.


(g)Successors and Assigns. The
rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by, the Company’s successors and
assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the
Company.


[Signature Page Follows]



     

     

    

The parties have executed this Agreement
as of the date first set forth above.


	 	OBAN INDUSTRIES, INC.
	 	 	 	 
	 	By:	/s/ Roger Ng	 
	 	 	Roger Ng, President	 
	 	 	 	 
	 	  GRORIVER CAPITAL LLC.
	 	 	 	 
	 	By:	/s/ Roger Ng	 
	 	 	Roger Ng, Manager	 
	 	 	 	 
	 	Address:	  2219 20th Ave, #B	 
	 	 	San Francisco, CA 94116