Filed by Avantafile.com - Himalaya Technologies, Inc. - Exhibit 10.1




































COMMON STOCK PURCHASE
AGREEMENT


 


This Common Stock
Purchase Agreement (this “Agreement”) is effective as of November
28, 2021, by and between GenBio, Inc., a Delaware corporation
(the “Company”), and Himalaya Technologies Inc. a/k/a
 Homeland Resources Ltd. (“Purchaser”).


 


WHEREAS, Purchaser desires
to purchase from the Company and the Company desires to sell 13,883,812 shares
of the Common Stock of the Company (“Common Stock”) in return for 99,686
Series B preferred shares convertible into 99,685,794 Common Shares (the “Share
Contribution”) pursuant to the terms and conditions set forth herein;


 


NOW, THEREFORE, in
consideration for the mutual promises and covenants set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:


 


Number
of Shares.  Subject to the terms and
conditions of this Agreement, the Purchaser hereby agrees to purchase from the
Company, and the Company agrees to sell and issue to the Purchaser,  Himalaya Technologies Inc. A.K.A.  Homeland Resources Ltd. (“Purchaser”).


 


1.                 
13,883,812 shares of the Common Stock (the “Stock”), in consideration for Purchaser’s issuance of
the 99,686  Series B preferred shares
convertible into 99,685,794 Common Shares (the “Share Contribution”) Share
Contribution to the Company. 


 


2.                 
Legends.  All certificates representing any shares of
Stock subject to the provisions of this Agreement shall have endorsed thereon
the following legends:


 


(a)               
“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS
MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN
OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY
TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION
IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
ACT.”


 


(b)              
Any legend required to be placed thereon under applicable
state securities laws.


 


3.                 
Representations and Warranties.  In connection with the purchase of the Stock,
the Purchaser hereby agrees, represents and warrants as follows:


 


(a)               
The Purchaser is purchasing the Stock solely for the
Purchaser’s own account for investment and not with a view to, or for resale in
connection with, any distribution thereof within the meaning of the Securities
Act of 1933, as amended (the “Securities Act”).


 


(b)              
The 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
Stock.  The Purchaser further represents
and warrants that Purchaser has discussed the Company and its plans, operations
and financial condition with its officers, has received all such information as
Purchaser deems necessary and appropriate to enable Purchaser to evaluate the
financial risk inherent in making an investment in the Stock and has received
satisfactory and complete information concerning the business and financial
condition of the Company in response to all inquiries in respect thereof.


 


(c)               
The Purchaser understands that Purchaser’s purchase of
the Stock will be a highly speculative investment, and Purchaser is able,
without impairing Purchaser’s financial condition, to hold the Stock for an
indefinite period of time and to suffer a complete loss of Purchaser’s
investment.


 


(d)              
The Company has disclosed to the Purchaser that:


 


(i)                
The sale of the Stock has not been registered under the
Securities Act, that the Stock must be held indefinitely unless a transfer of
it is subsequently registered under the Securities Act or an exemption from
such registration is available, and that the Company is under no obligation to
register the Stock; and


 


(ii)              
The Company will make a notation in its records of the aforementioned
restrictions on transfer and legends.


 


(e)               
The Purchaser is aware of the provisions of Rule 144
promulgated under the Securities Act, which, in substance, permits limited
public resale of “restricted securities” acquired, directly or indirectly, from
the issuer thereof (or an affiliate of such issuer), in a nonpublic offering
subject to the satisfaction of certain conditions, including among other
things, the resale occurring not less than six months after the date the
Purchaser has purchased and paid for the Stock and the availability of certain
public information concerning the Company. 
The Purchaser further represents that Purchaser understands that at the
time Purchaser wishes to sell the Stock there may be no public market on which
to make such a sale, and that, even if such a public market then exists, the
Company may not be satisfying the current public information requirements of
Rule 144, and that, in such event, the Purchaser would be precluded from
selling the Stock under Rule 144 even if the six-month minimum holding
period had been satisfied.


 


(f)               
Without in any way limiting the Purchaser’s
representations and warranties set forth above, the Purchaser further agrees
that the Purchaser shall in no event make any disposition of all or any portion
of the Stock which the Purchaser is purchasing unless and until:


 


(i)                
There is then in effect a registration statement under
the Securities Act covering such proposed disposition and such disposition is
made in accordance with said registration statement; or


 


(ii)              
The Purchaser shall have (1) notified the Company of
the proposed disposition and furnished the Company with a detailed statement of
the circumstances surrounding the proposed disposition, and (2) if
reasonably requested by the Company, furnished the Company with an opinion of
the Purchaser’s own counsel to the effect that such disposition will not
require registration of such shares under the Securities Act, and such opinion
of the Purchaser’s counsel shall have been concurred in by counsel for the Company,
and the Company shall have advised the Purchaser of such concurrence.


 


4.                 
“Market Stand-Off” Agreement.  The Purchaser hereby agrees that in
connection with any underwritten public offering by the Company, during the
period of duration (not to exceed one hundred eighty (180) days, or such other
period as may be requested by the Company or an underwriter of the offering to
accommodate regulatory restrictions on (1) the publication or other
distribution of research reports and (2) analyst recommendations and opinions,
including, but not limited to, the restrictions contained in applicable FINRA
or NYSE Rules, or any successor provisions or amendments thereto) specified by
the Company and an underwriter of Common Stock of the Company following the
effective date of the registration statement of the Company filed under the
Securities Act with respect to such offering, the Purchaser will not, to the
extent requested by the Company and such underwriter, directly or indirectly
sell, offer to sell, contract to sell (including, without limitation, any short
sale), grant any option to purchase, pledge or otherwise transfer or dispose of
(other than to donees who agree to be similarly bound) any securities of the
Company held by the Purchaser at any time during such period except Common
Stock included in such registration.  If
requested by such underwriter, the Purchaser agrees to execute a lock-up
agreement in such form as the underwriter may reasonably propose. 


 


5.                 
Transfers in Violation of Agreement.  The Company shall not be required (i) to
transfer on its books any shares of Stock which shall have been sold or
transferred in violation of any of the provisions set forth in this Agreement
or (ii) to treat as owner of such shares or to accord the right to vote as
such owner or to pay dividends to any transferee to whom such shares shall have
been so transferred.


 


6.                 
Miscellaneous.


 


(a)               
Further Instruments. The parties agree
to execute such further instruments and to take such further action as may
reasonably be necessary to carry out the intent of this Agreement.


 


(b)              
Notice. All notices
required or permitted hereunder shall be in writing and shall be deemed
effectively given (i) upon personal delivery, (ii) when sent by confirmed
facsimile or email, if sent during normal business hours of recipient, or if
not, then on the next business day, or (iii) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt.  All
communications shall be sent to the party to be notified at the address as set
forth on the signature pages hereof or at such other address as such party may
designate by ten (10) days’ advance written notice to the other parties hereto.


 


(c)               
Successors and Assigns.  This Agreement shall inure to the benefit of
the successors and assigns of the Company and be binding upon the Purchaser,
the Purchaser’s heirs, executors, administrators, successors and assigns.


 


(d)              
Applicable Law; Entire Agreement;
Amendments.  This Agreement, together with
the exhibits hereto, shall be governed by and construed in accordance with the
laws of the State of Delaware, without giving effect to principles of conflicts
of law.  This Agreement constitutes the
entire agreement of the parties with respect to the subject matter hereof and supersedes
all prior written or oral agreements, and no amendment or addition hereto shall
be deemed effective unless agreed to in writing by the parties hereto.


 


(e)               
Right to Specific Performance.  The Purchaser agrees that the Company shall
be entitled to a decree of specific performance of the terms hereof or an
injunction restraining violation of this Agreement, said right to be in
addition to any other remedies available to the Company.


 


(f)               
Severability.  If any provision of this Agreement is held by
a court to be invalid, void or unenforceable, the remaining provisions shall
nevertheless continue in full force and effect without being impaired or
invalidated in any way and shall be construed in accordance with the purposes
and tenor and effect of this Agreement.


 


(g)               
Counterparts.  This Agreement may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.


 


Signature Page


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on November 28, 2021, to be
effective as of the date first set forth above.






	PURCHASER


Himalaya
  Technologies Inc. a/k/a Homeland Resources Ltd. 

  	 

  	COMPANY


GenBio, Inc.

  
	 

  	 

  	 

  
	By:       

  	 

  	By:           

  
	Name:      Vikram Grover

  	 

  	Name:      Giles
  Tilley

  
	Title:        Chief Executive Officer

  	 

  	Title:         Chief Executive Officer

  
	 

  	 

  	 

  
	Address:  1 E. Erie St. Suite 525 #2420
                Chicago, IL 60611
 

  	 

  	Address:   23411 Summerfield Ste.#22C
                  Aliso Viejo, CA 92656