EXHIBIT 10.1






 


CAPITAL
CONTRIBUTION AGREEMENT


 


This
CAPITAL CONTRIBUTION AGREEMENT (the “Agreement”) is made effective as of July 18, 2014, by and between
Manhor S. Bansal with his principal office at 100 Pefferlaw Circle, Brampton, Ontario, Canada L6Y 0L6 (“Bansal”) and
Orbis Corporation, a Nevada corporation, with its principal office at 100 Pefferlaw Circle, Brampton, Ontario, Canada L6Y 0L6
(“Orbis”).


 


W
I T N E S S E T H:


 


WHEREAS,
Bansal was issued a 100% membership interest in Ceberus Distribution & Courier Services Inc., an Ontario Corporation (“Ceberus”)
representing all of the issued and outstanding membership interests in Ceberus (the “Ceberus Ownership Interest”);


 


WHEREAS,
Bansal is the sole member of Ceberus;


 


WHEREAS,
Bansal wishes to contribute the Ceberus Ownership Interest to Orbis;


 


WHEREAS,
Bansal and Orbis intend that the transactions contemplated by this Agreement qualify as non-taxable transfers of property to Orbis
by persons in control of Ceberus pursuant to Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”)
and the Treasury Regulations promulgated thereunder; and


 


WHEREAS,
Bansal and Orbis wish to set forth their agreement in writing in accordance with the terms hereof.


 


NOW,
THEREFORE, in consideration of the mutual provisions and covenants contained herein, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


1.
Capital Contribution. Bansal hereby agrees to contribute the Ceberus Ownership Interest to Orbis as a contribution
to the capital of Orbis as a non-taxable transfer of property in accordance with Section 351 of the Code.


 


2.
Delivery. Simultaneously herewith, Bansal and Orbis are delivering to each other the Assignment Agreement in the
form attached hereto as Exhibit A evidencing the assignment by Bansal to Orbis of all of his right, title and interest
in the Ceberus Ownership Interest.


 


3.
Representations and Warranties. Orbis represents and warrants to Bansal that (i) it is not an investment company
within the meaning of Section 351(e)(1) of the Code, and (ii) immediately following the transactions contemplated by this Agreement,
Bansal shall remain in control of Orbis within the meaning of Sections 351(a) and 368(b) of the Code.


 




    	 



    	 



    


 


4.
Covenants.


 


4.1
Filings. Bansal shall file all information required to be filed by it pursuant to Treasury Regulation Section 1.351-3(b).


 


4.2
Tax Returns. Each of Bansal and Orbis shall use their best efforts not to take any action or take any position in any tax
return or report or otherwise which could have an adverse effect on, or which in inconsistent with, the qualification of the transactions
contemplated by this Agreement under Section 351 of the Code.


 


5.
Miscellaneous.


 


5.1
Governing Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall
be governed by and construed in accordance with the laws of the State of Nevada without giving effect to conflicts of law principles.


 


5.2
Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in
writing and shall be deemed to have been duly given, made and received only when personally delivered, two days following the
day when deposited with an overnight courier service, such as Federal Express, for delivery to the intended addressee or two days
following the day when deposited in the United States mail, first class postage prepaid, at the addresses set forth at the beginning
of the Agreement. Any person may alter the address to which communications or copies are to be sent by giving notice of such change
of address in conformity with the provisions of this paragraph for the giving of notice.


 


5.3
Binding Nature of Agreement; No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, personal representatives, successors and assigns, except that no party may assign or transfer
its rights under this Agreement without the prior written consent of the other party hereto.


 


5.4
Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the
same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall
bear the signatures of all of the parties reflected hereon as the signatories. The parties agree that a facsimile signature shall
have the same validity as an original.


 


5.5
Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may
be invalid or unenforceable in whole or in part.


 


5.6
Paragraph Headings. The section headings in this Agreement are for convenience only; they form no part of this Agreement
and shall not affect its interpretation.


 




    	 



    	 



    


 


5.7
Gender, Etc. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to
include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is
appropriate.


 


5.8
Further Assurances. Each of Bansal and Orbis agrees that it shall take such further actions, file such forms and reports
and execute such additional documents and instruments and do such other things as may be necessary in order to more fully effectuate
the intent and purposes of this Agreement, including qualification under Section 351 of the Code.


 


IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement on the date first above written.


 


	 	/s/
    Manhor S. Bansal
	 	Manhor S. Bansal
	 	 	 
	 	ORBIS
    CORPORATION,
	 	A
    Nevada corporation
	 	 	 
	 	By:	/s/ Manhor
    S. Bansal
	 	Name:
    	Manhor S. Bansal
	 	Title:
    	President, CEO.


 






    	 



    	 



    

 




EXHIBIT A


FORM
OF ASSIGNMENT AGREEMENT


 


THIS
ASSIGNMENT AGREEMENT is executed and delivered as of July __, 2014, by and between Manhor
S. Bansal (“Assignor”) and Orbis Corporation, a Nevada corporation (“Assignee”), pursuant
to that certain Capital Contribution Agreement dated as of even date herewith, by and between Assignee and Assignor (the
“Agreement”). Capitalized terms used but not otherwise defined in this Assignment Agreement shall have the
meanings ascribed to them in the Agreement.


 


WHEREAS,
it is a condition of the Agreement that Assignor and Assignee execute and deliver this Assignment Agreement.


 


NOW,
THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:


 


1.
Assignor hereby transfers, assigns, conveys and grants all of its rights, title and interest in and to the Ceberus Ownership Interest
to Assignee and Assignee hereby accepts the transfer, assignment, conveyance and grant of the Assignor’s rights, title and
interest in the Ceberus Ownership Interest pursuant to the terms of the Agreement.


 


2.
This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving
effect to conflicts of laws principles.


 


3.
This Assignment Agreement may be executed in counterparts and, as so executed, shall constitute a binding agreement. A facsimile
signature shall have the same validity as an original.


 


IN
WITNESS WHEREOF, the parties have executed and delivered this Assignment Agreement on the date first above written.


 


	 	/s/
    Manhor S. Bansal
	 	Manhor
    S. Bansal
	 	 	 
	 	ORBIS
    CORPORATION,
	 	A
    Nevada corporation
	 	 	 
	 	By:	/s/ Manhor
    S. Bansal
	 	Name:	Manhor
    S. Bansal
	 	Title:	President, CEO.