COMMON STOCK PURCHASE AGREEMENT by VAULT AMERICA, INC.
Company: VAULT AMERICA, INC.
SEC CIK: 1159464
SEC Type: EX-10.1
SIC Code: 3578
SIC Industry: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS)
COMMON STOCK PURCHASE AGREEMENT
This Agreement (the Agreement) made 2nd day of February 2012, by and between Harold Schultz (Sellers Representative), who represents each of the persons listed on Exhibit A (collectively, the Sellers) and Jeffrey L. Nilsson, Purchasers representative for Green PolkaDot Box (Purchaser) setting forth the terms and conditions upon which the Sellers will sell One Million Forty Four Thousand, One Hundred Thirty Three (1,044,133) shares of Common Stock, and Four Hundred Sixty (460) of Preferred A shares and One Thousand (1,000) of Preferred B shares (the Shares) of Vault America, Inc. (Vault America ) or sometimes the "Company") common stock (the Common Stock), personally owned by Sellers, to Purchaser. The Sellers and the Purchaser may be referred to herein singularly as a Party and collectively, as the Parties.
In consideration of the mutual promises, covenants, and representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
WHEREAS, the Seller and Purchaser have appointed Jody M. Walker, Attorney At Law, to act as the Escrow Agent ("Escrow Agent") for this transaction and to receive and hold all consideration received from the Purchaser for the sale of the Shares and all documents, stock certificates, stock powers and corporate records of Vault America, in the Jody M. Walker Attorney at Law COLTAF Trust Account, unless other arrangements are agreed to by all parties.
WHEREAS, Purchaser' Representative, Sellers' Representative and Jody M Walker, acting as the Escrow Agent, have entered into an Escrow Agreement dated February 2, 2012.
WHEREAS, Harold Schultz is an appointed representative of the Sellers with full authority.
NOW THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, the Parties herewith agree as follows:
SALE OF SECURITIES
Sale. Subject to the terms and conditions of this Agreement, the Sellers agree to sell the Shares for a total of Two Hundred Eighty Thousand Dollars (US) ($280,000) (the Purchase Price). This is a private transaction between the Sellers and Purchaser.
Escrow Agent. The Sellers and Purchaser have appointed Jody M Walker, Attorney at Law, to act as the Escrow Agent as to the distribution of the Purchase Price and distribution of the Shares and documents of Vault America to be held in the Escrow Account, unless it is agreed by the Parties that the documents and certificates shall be distributed to the Purchaser in another way.
Deposit. Purchaser shall deposit or cause to be deposited the sum of Twenty Five Thousand dollars ($25,000) to the Jody M. Walker COLTAF Trust Account (Escrow Account) on or before February 2, 2012, (the Deposit). The Deposit shall become non-refundable ten days after the signing of this Agreement and shall immediately thereafter be held for the benefit of the Sellers, and subject to transfer at the instruction of the Sellers.
It is understood that Vault America is in compliance with all SEC and with filing requirements as of the date hereof. All filings with the Securities and Exchange Commission (SEC) are displayed on EDGAR (the SEC Filings) and that the SEC Filings reveal almost all information pertaining to Vault America and that there have been no significant changes in Vault America and no changes in issued stock as of the date of this Agreement. The Deposit shall be fully refundable for a period of ten business days from the signing of this Agreement for any reason or no reason (the Due Diligence Period.) After the Due Diligence Period, the Deposit will be non-refundable unless the Sellers fail to fulfill all things to be completed pursuant to the terms of this Agreement and outlined in Article II, 2.12 and Article III, 3.02 of this Agreement. In addition if, after signing this Agreement and prior to the Closing, in performing due-diligence, the Purchaser, discovers something of significance that was not previously revealed in the SEC Filings or otherwise that changes the structure and intent of this Agreement and the transaction, that the Sellers cannot correct, the Purchaser may cancel this Agreement and request a full refund of the Deposit. The Purchaser will notify the Sellers of the subject of concern and their intention to cancel this Agreement and the request for the refund of the Deposit, in writing, addressed to the individuals and addresses listed Article VI, 6.09 of this Agreement. The Sellers shall have ten business days after receiving the request for the refund of the Deposit to correct the discrepancy or the Deposit will be refunded to the Purchaser by the Escrow Agent.
The account wire transfer instructions for the Deposit herein and payment pursuant to Sections 1.04 and 3.02(b)(i) are as follows:
First Bank of Colorado
P. .O. Box 4667, Englewood, Colorado 80155
Jody M. Walker COLTAF Trust Account
As soon as reasonably practicable after receipt of the Deposit by the Escrow Agent, Sellers will forward by overnight delivery, or by email, for review by the Purchaser, any and all documents of Vault America which the Purchaser might request, other than the SEC Filings and documents contained in the SEC Filings.
Purchaser Representative will provide Sellers Representative with information as requested by the Sellers concerning the Purchaser, including information on its directors elect.
Balance of Purchase Price. It is agreed that the full amount of the Purchase Price will be wire transferred to the Escrow Account on or before February 17, 2012, and that the Closing will take place contemporaneous with such payment. It is agreed that all of the Shares shall remain in the Escrow Account until the full amount of $280,000 has been paid into Escrow, after which the Closing on the sale of the Shares shall take place and all stock certificates shall be delivered to the Purchaser along with all documents listed in paragraphs 2.12, 2.13 and 3.02 below.
It is further agreed that if the full balance due for the Shares in the amount of $255,000 is not paid in full on or before February 17, 2012, the Sellers, may, at their discretion, cancel this Agreement, unless Purchaser notifies Sellers on or before February 17, 2012 in writing that they require a limited extension, and wires an additional $25,000 (Deposit Extension Fee) towards the purchase price which will provide for an extension through February 29, 2012. Such fee will be to the sole benefit of the Sellers and subject to transfer at the instruction of the Sellers.
REPRESENTATIONS AND WARRANTIES
The Sellers Representative, binding each of the Sellers pursuant to the Limited Power of Attorney, hereby causes each of the Sellers, jointly and severally, to represent and warrant to the Purchaser the following:
Organization. Vault America is a Nevada corporation duly organized, validly existing, and in good standing under the laws of that state, has all necessary corporate powers to own properties and carry on a business, and is duly qualified to do business and is in good standing in the state of Nevada. All actions taken by the incorporators, directors and shareholders of Vault America have been valid and in accordance with the laws of the state of Nevada. Vault America is a reporting company pursuant to the Securities Exchange Act of 1934. The Shares are currently quoted on the OTCQB and OTCBB. Immediately following the Closing, the Purchaser shall file all required filings with any state and federal regulators, including the SEC, disclosing the acquisition of the Shares by the Purchaser, the change of control of the corporation, all changes to the officers and directors, and all such additional disclosure as is required to keep the corporation in good standing with any and all regulatory bodies having authority.
Vault America is the parent company to a wholly owned subsidiary, Security Bancorp, Inc. (SBI), an Alberta, Canada corporation. It is the intention of the parties that contemporaneously with the Closing, SBI will issue to Vault America a total of 1,144,325 shares of common stock of Security Bancorp, Inc, with the express intention that Vault America pay out by way of Dividend in Specie to the Common Shareholders of Record of Vault America as at a time immediately prior to the Closing, inclusive of those shareholders holding