STOCK PURCHASE
AGREEMENT
This
STOCK PURCHASE AGREEMENT (this "Agreement") is made this
28th day of April , 2009 by and among Athanasios
Tsiodras (the "Seller"), Nicholas R.Toms (the "Buyer")
and Sichenzia Ross Friedman Ference LLP (the "Escrow
Agent"). Nicholas R.Toms (the "Buyer") and Sichenzia Ross
Friedman Ference LLP (the "Escrow Agent").
THE PARTIES
HEREBY AGREE AS FOLLOWS:
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1.
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Purchase and
Sale of Stock.
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(a)
Sale of Shares . Subject to the terms and conditions of this
Agreement, and in reliance upon the representations and warranties
and covenants contained herein, Buyer agrees to purchase from
Seller and Seller agrees to sell to Buyer One Million Five
Hundred Thousand (1,500,000) shares ("Shares") of common stock
of Canusa Capital Corp . (the "Company") and any rights
attached to the Shares as of the date hereof, including any forward
splits of stock or other dividends, for a total purchase price of
One Hundred Fifty Thousand Dollars (US$ 150,000.00,
including related escrow and transaction fees (the "Purchase
Price").
IF SINGLE
ESCROW AGENT:
(1) The closing of the transactions
contemplated hereunder shall take place at the office of the Escrow
Agent on such date and time upon which parties may agree ("Closing
Date").
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(2)
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Prior to the
Closing Date,
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(i) Buyer
shall have delivered (x) the Purchase Price, together with an
escrow fee, if any ("Escrow Fee") and (y) an executed copy hereof
to Escrow Agent; and
(ii) Seller
shall have delivered (x) the certificates representing the Shares
in negotiable form with stock transfer powers (containing a
signature guarantee acceptable to the Company's transfer agent)
attached thereto (collectively, the "Certificates") and (y) an
executed copy hereof to Escrow Agent.
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(3)
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The address and
wiring instruction for Escrow Agent are as follows:
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BANK:
ADDRESS:
ABA#:
SWIFT CODE:
BENEFICIARY:
ACCOUNT:
REFERENCE/SPECIAL INSTRUCTIONS:
_______________
Insert Buyer name
Accounting Contact:
_______________
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(i)
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Escrow Agent shall
deliver the Purchase Price to Seller;
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(ii)
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Escrow Agent
shall deliver the Certificates to Buyer; and
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(iii)
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Escrow Agent
will take control of and have earned the Escrow Fee.
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IF DUAL
ESCROW AGENTS:
(5) The closing of the transactions
contemplated hereunder shall take place at the offices of the
Escrow Agents on such date and time upon which parties may agree
("Closing Date").
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(6)
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Prior to the
Closing Date,
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(i) Buyer
shall have delivered the Purchase Price, together with an escrow
fee, if any ("Escrow Fee") to Seller's Escrow Agent; and
(ii) Seller
shall have delivered (x) the certificates representing the Shares
in negotiable form with stock transfer powers (containing a
signature guarantee acceptable to the Company's transfer agent)
attached thereto (collectively, the "Certificates") and (y) an
executed copy hereof to Buyer's Escrow Agent.
(i) Seller's
Escrow Agent shall deliver the Purchase Price to Seller;
(ii) Buyer's
Escrow Agent shall deliver the Certificates to Buyer;
and
(iii)
Buyer's Escrow Agent will take control of
and have earned the Escrow Fee.
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(8)
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The address and wiring instruction for Seller's
Escrow Agent are as follows:
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BANK:
ABA#:
SWIFT CODE:
BENEFICIARY:
ACCOUNT:
REFERENCE/SPECIAL
INSTRUCTIONS: _______________
Insert Buyer
name
Accounting
Contact: _______________
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(8)
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The address of Buyer's Escrow Agent
is
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______________________________
______________________________
______________________________
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2.
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Representations
and Warranties of Seller.
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As an inducement to Buyer to enter
into this Agreement and purchase the Shares, Seller hereby
represents and warrants as follows:
(a)
Ownership of Shares . Seller is the record and beneficial
owner of the Shares and has sole power over the disposition of the
Shares. The Shares are not subject to any mortgage, pledge, lien,
lease, encumbrance or charge.
(b)
Authority for Agreement . Seller has the requisite power and
authority to enter into and to consummate the transactions
contemplated hereby and otherwise to carry out its obligations
hereunder. The execution, delivery and performance by Seller of
this Agreement has been duly authorized by all requisite action by
Seller, and this Agreement, when executed and delivered by Seller,
constitutes a valid and binding obligation of Seller, enforceable
against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought
in a proceeding at law or in equity).
FOR A
PRIMARY OFFERING:
(c)
Seller's Reliance on Prospectus. Seller purchased the Shares
from the Company on December 27, 2006 . The Shares were
registered with the Securities and Exchange Commission ("SEC")
pursuant to a registration statement declared effective by the SEC
on July 11, 2007 . Seller purchased the Shares pursuant to
the final prospectus, dated July 11, 2007, contained in such
registration statement.
FOR A
SECONDARY OFFERING:
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(d)
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Sale Pursuant
to Prospectus . Seller purchased the Shares
from the Company on
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______________
pursuant to an
offering exempt from the registration requirements of the U.S.
securities laws. On _______________ , a registration
statement (“Registration Statement”) registering the
Share was filed with the Securities and Exchange Commission
(“SEC”) and was declared effective on _______________.
The commission has not yet issued any stop order or other order
suspending the effectiveness of the Registration Statement filed by
the Company under the Securities Act or Securities Exchange Act.
Buyer may purchase the Share in accordance with the U.S. securities
laws pursuant to the final prospectus (“Prospectus”),
dated _______________, contained in the Registration Statement.
Seller has delivered such prospectus to Buyer.
FOR ALL
AGREEMENTS:
(e)
Experience and Knowledge . Seller acknowledges and agrees
that it (i) has extensive knowledge and experience in financial and
business matters; (ii) has had access to all information as to the
Company as it has desired; (iii) has made its own inquiry and
investigation into, and, based thereon, has formed an independent
judgment concerning the operations of the Company, its business and
prospects; and (iv) has received sufficient and satisfactory
answers to all questions posed to the Company to evaluate the
merits and risks of the transactions contemplated by this
Agreement.
(f)
Disclosures by Seller. Seller has satisfied itself with
respect to, and has no knowledge of, a material fact about the
operations, affairs, condition or prospects of the business or the
financial condition of the Company that has not been disclosed by
the Company to Seller, including, without limitation,
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the Company's
limited operations
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its audited and unaudited financial
statements
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opinions of Company's auditors as to the status
of the Company as a going concern
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management's decision to reevaluate the
Company's business model and plan and
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the Company's search for a suitable financing
transaction or business ventures, such as mergers, acquisitions,
joint ventures, debt or equity placements and similar or other
on-balance or off-balance sheet corporate finance transactions or
to engage in any lawful act or activity, or engage in any business,
for which corporations may be organized under the laws of the State
of _______________.
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(g)
Material Positive Effect . The Seller further represents and
warrants that if the Company were to make such changes to its
business plan as described above, such changes would be expected to
have a material positive effect on the future value of the Company,
and in particular of the Shares being purchased and sold pursuant
to this Agreement.
(h)
No Fiduciary