Exhibit 10.15
STOCK PURCHASE
AGREEMENT
This Stock Purchase Agreement
(the “Agreement”), dated April 20, 2006, is
entered into by and between Joseph Hines (referred to as the
“Purchaser”), and Avion Romuald, S.A. (the
“Seller”).
The parties hereto agree as
follows:
1. Purchase and Sale of
Shares . On the basis of the representations and warranties and
subject to the terms and conditions set forth in this Agreement and
the information contained in the Private Placement Memorandum,
dated November 15, 2004 as supplemented through April 20,
2005 (the “Memorandum”), the Seller shall sell and the
Purchaser shall purchase on the Closing Date (as hereinafter
defined) 625,000 shares (the “Shares”) of the Common
Stock of Spheric Technologies, Inc., an Arizona corporation (the
“Company”) owned by the Seller at a price of $20,000
(the “Purchase Price”), on the Closing Date, as defined
below.
2. Closing . The closing of
the purchase and sale of the Shares pursuant to Section 1,
“Purchase and Sale of Shares,” shall take place on or
before April , 2006 (the
“Closing Date”), or such later date as the Purchaser
and Seller agree. The certificates representing the Shares to be
purchased by the Purchaser shall be delivered by, or on behalf of,
the Seller to the Purchaser and the Purchaser shall pay the
Purchase Price for the Shares in immediately available funds to the
Seller on the Closing Date. On the Closing Date, the delivery of
the Shares shall be in accordance with the instructions of the
Purchaser, and in such name(s) as the Purchaser shall instruct,
with stock power and appropriate signature guarantees or notaries
if required by the Purchaser.
3. Representations and Warranties
of the Purchaser . The Purchaser understands, and represents
and warrants to, and agrees with, the Seller (all such
representations and warranties being made to and for the benefit of
the Company and any transfer agent of the Company employed for that
purpose):
3.1 The Purchaser is a citizen of
the United States and is an officer, director and beneficial owner
of more than ten percent (10%) of the outstanding Common Stock
of the Company.
3.2 The Purchaser has full legal
capacity, power and authority necessary to enter into this
Agreement and to perform Purchaser’s obligations under this
Agreement. This Agreement has been duly authorized, executed and
delivered by the Purchaser and is a valid and binding agreement
enforceable in accordance with its terms.
3.3 The Purchaser holds shares of
Series A Convertible Preferred Stock issued to him by the Company,
which shares are convertible into shares of Common
Stock.
3.4 The Purchaser has read the
Memorandum.
3.5 The Purchaser realizes that the
Shares are not and will not be registered under the Securities Act
of 1933 (hereinafter referred to as the “Act”) or under
any applicable state securities law. The Purchaser also understands
that neither the Company nor the Seller has agreed to register the
Shares for distribution in accordance with the provisions of the
Act, or any other applicable securities law, and that neither the
Company nor the Seller has agreed to comply with any exemption
under any securities law for the sale of such securities. The
Purchaser acknowledges that no representations or warranties of any
kind have been made to the Purchaser by the Company or the Seller
or the Seller’s shareholders with respect to the status of
these Shares or of this transaction under any applicable securities
law. Hence, the Purchaser understands that, by virtue of the
restrictions imposed upon the transfer of unregistered securities
under the Act or any applicable state securities law, the Shares
which the Purchaser is purchasing under this Agreement must be held
by the Purchaser indefinitely unless and until subsequently
registered under the Act and/or applicable state securities laws,
or unless an exemption from such registration is available, in
which case the Purchaser may still be limited as to the number of
the Shares which the Purchaser may sell.
4. Representations and Warranties
of the Seller and . The Seller and Rosemary Drlik, (the)
represent and warrant to and agree with the Purchaser that (all
such representations and warranties being made to and for the
benefit of the Company): ROMUALD DRLLIK HAS NO AFFILIATION WITH
ARSA AND ROSEMARY DRLIK IS CURRENTLY VOLUNTARY PRESIDENT OF
ARSA.
4.1 The Seller is a NEVADA
corporation and is in good standing in such jurisdiction. The sole
stockholders and officers and directors of the Seller are the
Drliks. Rosemary Drlik is an officer and director of the Company.
The Seller is the beneficial owner of more than ten percent
(10%) of the outstanding Common Stock of the
Company.
4.2 The Seller has full power and
authority necessary to enter into this Agreement and to perform
Seller’s obligations under this Agreement. This Agreement has
been duly authorized, executed and delivered by the Seller and is a
valid and binding agreement enforceable in accordance with its
terms.
4.3 The Drliks for ARSA have
received and read the Memorandum. By virtue of the
Drliks�
