STOCK PURCHASE AGREEMENT


 


This Stock Purchase
Agreement, dated as of the 16th day of May, 2013 (the “Agreement”), is made by and among RICHARD
CHIANG, an individual, with an address at 75 Broadway Street, Suite 202, San Francisco, CA 94111 (the “Seller”),
APEX 6 INC., a Delaware corporation, having an address at 460 Brannan Street, Suite 78064, San Francisco, CA 94107 (the
“Corporation”), and ERIC B. HOLDINGS INC., a Nevada corporation,
with a mailing address located at P.O. Box 2432, East Orange, NJ 07019 (the “Purchaser”).


 


W I T N E S S E T H :


 


WHEREAS, the
Seller is the record owner and holder of 10,000,000 shares of common stock, par value $0.0001 per share (the “Shares”),
of the Corporation;


 


WHEREAS, the
Corporation has 10,000,000 shares of common stock issued and outstanding as of the date of this Agreement, as more fully described
in the information sheet attached hereto as Exhibit A; and


 


WHEREAS, the
Purchaser desires to purchase from the Seller the Shares, which constitute 100% of the Corporation’s issued and outstanding
shares as of the date of this Agreement, and the Seller desires to sell the Shares upon the terms and conditions hereinafter set
forth.


 


NOW, THEREFORE,
in consideration of the foregoing and of the mutual covenants and agreements contained in this Agreement, and in order to consummate
the purchase and sale of the Shares, it is hereby agreed, as follows:


 


1.            PURCHASE AND SALE OF SHARES.
Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase and the Seller agrees to sell to the Purchaser,
at the Closing (as defined herein), the Shares for a total price of Twenty Eight Thousand
US Dollars (USD$28,000.00) (the “Purchase Price”). At the agreed upon time of Closing, as defined below, the Purchaser
will wire transfer to the Seller the sum of Twenty Eight Thousand U.S. Dollars (USD28,000.00), as payment in full (“Full
Payment”), to the Seller for the Shares.  Upon receipt of Full Payment, the escrow agent will send the share certificate
representing 100% of APEX 6 Inc., to the law firm of JSBarkats, medallion certified to the named purchasers attached hereto on
Exhibit B.


 


2.            CLOSING. The purchase and
sale of the Shares shall take place on or before May 16, 2013, at such time and place as the Purchaser and the Seller mutually
agree upon orally or in writing (such time and place shall be designated as the “Closing”). At the Closing, the Purchaser
shall deliver to the Seller, in cash, by wire transfer to an account to be designated by the Seller, the Full Payment and Seller
will immediately deliver the following to Purchaser: (i) the certificate(s) representing the Shares, duly endorsed for transfer
to the Purchaser or accompanied by appropriate stock powers, including medallion guarantee; (ii) copies of the Corporation’s
Certificate of Incorporation and bylaws; (iii) all corporate books and records (including all accounting records, state and federal
tax filings and U.S. Securities and Exchange Commission (the “SEC”) filings to date); (iv) a board resolution appointing
Eric Barrier as the Company’s Chief Executive Officer and sole director, effective upon the resignation of the Company’s
incumbent officers and directors; (v) written resignations of incumbent directors and officers of the Corporation; and (vi) a good
standing certificate of the Corporation issued within the past 30 days from the Secretary of State of the State of Delaware to
be paid, at cost, by Purchaser; (vii) The Purchaser agrees to cover escrow
expenses, at cost, estimated at $250.00 US dollars; and (viii) The Purchaser will apply for a cusip number on behalf of the Corporation,
at the Purchaser’s expense.


 






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3.            REPRESENTATIONS AND WARRANTIES
OF THE SELLER AND THE CORPORATION. The Seller and the Corporation hereby represent and warrant to the Purchaser that:


 


(i) The Corporation
is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has the corporate
power and authority to carry on the business it is now being conducted. The Corporation and/or the Seller do not require any consent
and/or authorization, declaration or filing with any government or regulatory authority to undertake any actions herein;


 


(ii) The Corporation
has filed with the SEC a registration statement on Form 10-12G, which was declared effective by the SEC on August 17, 2012;


 


(iii) The Corporation
has timely filed and is current on all reports required to be filed by it pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934, as amended;


 


(iv) The Corporation
is newly formed with no financial information available other than the financial information included in its SEC filings and at
Closing, the Corporation will have satisfied any and all outstanding debt obligations of the Corporation;


 


(v) There are no legal
actions, suits, arbitrations, or other administrative, legal or governmental proceedings threatened or pending against the Corporation
and/or Seller or against the Seller or any other employee, officer, director or stockholder of Corporation. Additionally, the Seller
is not aware of any facts which may/might result in or form a basis of such action, suit, arbitration or other proceeding on any
basis whatsoever;


 


(vi) The Corporation
has no subsidiaries or any direct or indirect ownership interest in any other corporation, partnership, association, firm or business
in any manner;


 


(vii) The Corporation
and/or the Seller does not have in effect nor has any present intention to put into effect any employment agreements, deferred
compensation, pension retirement agreements or arrangements, options arrangements, bonus, stock purchase agreements, incentive
or profit–sharing plans;


 


(viii) No person or
firm has, or will have, any right, interest or valid claim against the Corporation for any commission, fee or other compensation
in connection with the sale of the Shares herein as a finder or broker or in any similar capacity as a result of any act or omission
by the Corporation and/or the Seller or anyone acting on behalf of the Corporation and/or the Seller;


 






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(ix) The business and
operation of the Corporation has been and will continue to be conducted in accordance with all applicable laws, rules, regulations
and judgments. Neither the execution, delivery or performance of this Agreement (a) violates the Corporation’s bylaws, Certificate
of Incorporation, or any existing resolutions or (b) will cause the Corporation to lose any benefit or any right or privilege it
enjoys under the Securities Act of 1934, as amended (“Act”), or other applicable state securities laws;


 


(x) The Corporation
has not conducted any business and/or entered into any agreements with any third party;


 


(xi) Other than the
Shares, there are no other issued and outstanding shares of the Corporation’s capital stock;


 


(xii) This Agreement
has been duly executed and delivered by Seller and constitutes a valid and binding instrument, enforceable in accordance with its
terms and does not conflict with or result in a breach of or in violation of the terms, conditions or provisions of any agreement,
mortgage, lease or other instrument or indenture to which Corporation and/or Seller is a party or by which they are bound;


 


(xiii) The Seller is
the legal and beneficial owner of the Shares and has good and marketable title thereto, free and clear of any liens, claims, rights
and encumbrances;


 


(xiv) As of the Closing,
the Corporation has no liabilities and little or no assets, and shall defend and hold both the Purchaser and the Corporation harmless
against any action by any third party against either the Purchaser or the Corporation arising out of, or as a consequence of, any
act or omission of the Seller or the Corporation prior to, or during the Closing;


 


(xv) The Seller will
cause all current officers and directors of the Corporation to resign at the Closing pursuant to a duly authorized resolution of
the Corporation’s board of directors; and


 


(xvi) The information
contained on Exhibit A is true and correct.


 


4.            REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER. The Purchaser hereby represents and warrants to the Seller that:


 


(i) The Purchaser has
the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by an authorized representative of the Purchaser and constitutes
a valid and binding instrument, enforceable in accordance with its terms;


 


(ii) The execution,
delivery and performance of this Agreement is in compliance with and does not conflict with or result in a breach of or in violation
of the terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which the Purchaser
is a party or by which the Purchaser is bound;


 






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(iii) The Purchaser
is purchasing the Shares solely for its own account for the purpose of investment and not with a view to, or for sale in connection
with, any distribution of any portion thereof in violation of any applicable securities law;


 


(iv) The Purchaser
is an “accredited investor” as such term is defined under Rule 501 of Regulation D promulgated under the Securities
Act; and


 


(v) The Purchaser hereby
acknowledges and agrees that the Shares are “restricted securities” as that term is defined under Rule 144 of the Securities
Act (“Rule 144”) and therefore subject to the resale restrictions and requirements of Rule 144.


 


5.            COVENANTS.
From the date of this Agreement until the Closing, the Seller (as sole officer and director of the Corporation) and the Corporation,
shall not:


 


(i) declare, set aside
or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any
the Corporation’s capital stock, or split, combine or reclassify any capital stock of the Corporation, or issue or authorize
the issuance of any other securities in respect or, in lieu of, or in substitution for any capital stock of the Corporation, or
establish or set any record date with respect to any of the foregoing;


 


(ii) purchase, redeem
or otherwise acquire, directly or indirectly, any shares of the Corporation’s capital stock; or


 


(iii) create, incur,
assume, extend the term of, become obligated on or suffer to exist (directly or indirectly) any indebtedness.


 


6.            NOTICES.
Notice shall be given by certified mail, return receipt requested, the date of notice being deemed the date of postmarking. Notice,
unless either party has notified the other of an alternative address as provided hereunder, shall be sent to the address as set
forth herein:


 


	Seller:	Richard Chiang  
	 	c/o Tech Associates Inc.
	 	75 Broadway Street, Suite 202
	 	San Francisco, CA 94111
	 	 
	The Corporation:	APEX 6, INC.
	 	Attn: Chief Executive Officer
	 	460 Brannan Street, Suite 78064
	 	San Francisco, CA 94107
	 	 
	Purchaser:	Eric B. Holdings, Inc.
	 	Attn: Louis Eric Barrier, Chief Executive Officer
	 	P.O. Box 2432
	 	East Orange, NJ 07019




 






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7.            GOVERNING LAW. This Agreement
shall be interpreted and governed in accordance with the laws of the State of Delaware. The parties hereto waive trial by jury.
In the event that litigation results or arises out of this Agreement or the performance thereof, the parties agree that the prevailing
party is entitled to reimbursement by the non-prevailing party of reasonable attorney’s fee, costs, expenses, in addition
to any other relief to which the prevailing party may be entitled.


 


8.            CONDITIONS TO CLOSING. The
Closing is conditioned upon the fulfillment by the Seller of the satisfaction of the representations and warranties made herein
being true and correct in all material respects as of the date of Closing.


 


9.            SEVERABILITY. In the event
that any term, covenant, condition or other provision contained herein is held to be invalid, void or otherwise unenforceable by
any court of competent jurisdiction, the invalidity of any such term, covenant, condition, provision or Agreement shall in no way
affect any other term, covenant, condition or provision or agreement contained herein, which shall remain in full force and effect.


 


10.          ENTIRE AGREEMENT. This Agreement
supersedes all other prior oral or written agreements between the parties with respect to the matters discussed herein, and this
Agreement contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically
set forth herein, neither the Seller nor the Purchaser makes any representation, warranty, covenant or undertaking with respect
to such matters.


 


11.          INVALIDITY. If any paragraph
of this Agreement shall be held or declared to be void, invalid or illegal, for any reason, by any court of competent jurisdiction,
such provision shall be ineffective but shall not in any way invalidate or affect any other clause, paragraph, section or part
of this Agreement.


 


12.          GENDER AND NUMBER; SECTION HEADINGS.
Words importing a particular gender mean and include the other gender and words importing a singular number mean and include the
plural number and vice versa, unless the context clearly indicated to the contrary. The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.


 


13.          AMENDMENTS. No provision
of this Agreement may be amended, modified or supplemented other than by an instrument in writing signed by both of the parties.
Any such amendment shall bind both parties to this Agreement.


 


14.          ASSIGNMENT. Neither party
may assign this Agreement without the express written consent of the other party. Any agreed assignment by the Seller shall be
effectuated by all the necessary corporate authorizations and governmental and/or regulatory filings.


 


15.          CLOSING DOCUMENTS. Seller
and Purchaser agree, at any time, to execute, and acknowledge where appropriate, and to deliver any and all documents/instruments,
and take such further action, which may necessary to carry out the terms, conditions, purpose and intentions of this Agreement.
This paragraph shall survive the Closing.


 






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16.          EXCLUSIVE AGREEMENT; AMENDMENT.
This Agreement supersedes all prior agreements or understandings among the parties with respect to its subject matter with respect
thereto and cannot be changed or terminated orally.


 


17.          FACSIMILE SIGNATURES. Execution
of this Agreement and delivery of signed copies thereof by facsimile signatures from the parties hereto or their agents is acceptable
to the parties who waive any objections or defenses based upon lack of an original signature.


 


18.          PUBLICITY. Except as otherwise
required by law, none of the parties hereto shall issue any press release or make any other public statement, in each case relating
to, connected with or arising out of this Agreement or the matters contained herein, without obtaining the prior approval of the
other to the contents and the manner of presentation and publication thereof.


 


[-signature page follows-]


 






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IN WITNESS WHEREOF,
and intending to be legally bound, the parties hereto have executed this Agreement by their duly authorized officers the day and
year first above written.


  


	 	THE SELLER:
	 	 	 
	 	By:	/s/ Richard Chiang
	 	 	Name: Richard Chiang
	 	 	 
	 	THE CORPORATION:
	 	 	 
	 	APEX 6, INC., a Delaware corp.
	 	 	 
	 	By:	/s/ Richard Chiang
	 	 	Name: Richard Chiang
	 	 	Title: Chief Executive Officer
	 	 	 
	 	THE PURCHASER:
	 	 	 
	 	Eric B. Holdings, Inc., a Nevada corp.
	 	 	 
	 	By:	/s/ Louis Eric Barrier, Jr.
	 	 	Name: Louis Eric Barrier, Jr.
	 	 	Title: Chief Executive Officer




 






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EXHIBIT A


 


INFORMATION SHEET


 


See attached.


 






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EXHIBIT B


 


PURCHASER LIST


 


	Shareholder Name	 	Address	 	Shares
	 	 	 	 	 
	Eric B. Holdings, Inc.	 	P.O. Box 2432	 	10,000,000
	 	 	East Orange, NJ 07019