orm_ex101.htm

EXHIBIT 10.1
  
 STOCK PURCHASE AGREEMENT-RESCISSION
  
 This STOCK PURCHASE AGREEMENT RESICISSON (the “Rescission”) dated May 6, 2022, is intended to rescind the STOCK PURCHASE AGREEMENT (the “Agreement”), dated December 30, 2021, between Freedom Holdings, Inc. (the “Buyer”) and each of the Persons identified as sellers on the signature pages hereto (each a “Seller”) and together (the “Sellers), and Tim Alford, solely in his capacity as representative of the Sellers (the “Seller Representative”). Buyer, the Sellers, and the Seller Representative be referred to individually as in this Rescission as a Party and collectively as the Parties. 
  
 WHEREAS the Sellers collectively own Three Hundred and Eleven Million, Six Hundred and Seventy-Two Thousand, Seven Hundred and Thirty (311,672,730) shares (the “Shares”) of Buyer’s common stock, par value $0.0001 par value per share (the “Common Stock”). And
  
 WHEREAS the Buyer owns 10,000 shares, being 100% of the issued and outstanding equity interests of Carbon Zero Asset Management, Inc. And
  
  WHEREAS the Parties wish to rescind the Agreement and all shares and equity interests will be returned to the original owners.
  
  NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  
 RESCISSION
  
 1.1 Exchange of Equity Interests. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell and deliver to Buyer, and Buyer shall purchase from each Seller, the Equity Interests set forth next to such Seller’s name on Exhibit A, free and clear of all Liens, for the consideration specified in Section 1.2. 
  
 1.2 Rescission Terms. The signing of this Rescission shall terminate the Agreement and all Equity Interests shall be returned to the Sellers and all Common shares shall be returned to the Buyer. All Parties agree to execute any and all documents required in order to consummate this Rescission Agreement.
  
 1.3 No Future Claim. Upon execution of this Rescission Agreement neither Party shall retain any interest in the other Party and herein shall waive all future claims with or from the other Party.
  
 [Signature Page to Follow]
  
 	 
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 IN WITNESS WHEREOF, the Parties hereto have caused this Stock Purchase Agreement to be duly executed as of the day and year first above written.
  
 FREEDOM HOLDINGS, INC.
  
  
 	 /s/ Brian Kistler
	  

	 By: Brian Kistler, CEO
	  

	  
	  

	 Up Capital Pty Limited ATF 
	  

	 Howard Family Trust 
	  

	  
	  

	 /s/ Andrew Howard
	  

	 By: Andrew Howard
	  

	  
	  

	 Seller and Seller Representative:
	  

	  
	  

	 /s/ Timothy Alford
	  

	 By: Timothy Alford
	  

	  
	  

	 Gammarey, Inc.
	  

	  
	  

	 By: Timothy Alford
	  

	  
	  

	 AD Securities America, LLC
	  

	  
	  

	 /s/ Doug Post
	  

	 By: Doug Post
	  

	  
	  

	 Global A Brands, Inc.
	  

	  
	  

	 /s/ Timothy Alford
	  

	 By: Timothy Alford
	  

	  
	  

	 Mingta Capital, LLC
	  

	  
	  

	 /s/ Timothy Alford
	  

	 By: Timothy Alford
	  

	  
	  

	 Spark Capital Investments, LLC
	  

	  
	  

	 Imran Firoz
	  

	 By: Imran Firoz
	  


  
 	 
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 EXHIBIT A to Recission Agreement dated May 6, 2022
  
 	 Shareholder
	  
	 Shares of Carbon Zero Asset Management Equity Interests of Sellers to be returned to Sellers 
	  
	  
	 Shares of Freedom Holdings Common Stock of Buyer to be returned to Buyer
	  

	 Up Capital Pty Limited ATF 
 Howard Family Trust 
	  
	  
	3,000	  
	  
	  
	93,501,819	  

	 Gammarey, Inc. 
	  
	  
	3,000	  
	  
	  
	93,501,819	  

	 Global A Brands, Inc. 
	  
	  
	642	  
	  
	  
	20,000,000	  

	 Spark Capital Investments, LLC 
	  
	  
	500	  
	  
	  
	15,583,637	  

	 AD Securities America, LLC 
	  
	  
	1,396	  
	  
	  
	43,501,819	  

	 Timothy Alford 
	  
	  
	963	  
	  
	  
	30,000,000	  

	 Mingta Capital, LLC 
	  
	  
	500	  
	  
	  
	15,583,636	  


  
 	 
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