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STOCK PURCHASE AGREEMENT

Purchase and Sale Agreement

STOCK PURCHASE AGREEMENT | Document Parties: Canusa Capital Corp | Sichenzia Ross Friedman Ference LLP You are currently viewing:
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Canusa Capital Corp | Sichenzia Ross Friedman Ference LLP

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Title: STOCK PURCHASE AGREEMENT
Governing Law: New York     Date: 5/4/2009

STOCK PURCHASE AGREEMENT, Parties: canusa capital corp , sichenzia ross friedman ference llp
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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:

 

1.

Purchase and Sale of Stock.

(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").

 

 

(b)

Closing .

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").

 

(2)

Prior to the Closing Date,

(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.

 

(3)

The address and wiring instruction for Escrow Agent are as follows:

 

BANK:

ADDRESS:

 


ABA#:

SWIFT CODE:

BENEFICIARY:

ACCOUNT:

REFERENCE/SPECIAL INSTRUCTIONS: _______________

Insert Buyer name

Accounting Contact: _______________

 

 

(4)

At the Closing:

 

 

(i)

Escrow Agent shall deliver the Purchase Price to Seller;

 

 

(ii)

Escrow Agent shall deliver the Certificates to Buyer; and

 

 

(iii)

Escrow Agent will take control of and have earned the Escrow Fee.

 

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").

 

 

(6)

Prior to the Closing Date,

(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.

 

 

(7)

At the Closing:

(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.

 

(8)  

The address and wiring instruction for Seller's Escrow Agent are as follows:

BANK:

 


ABA#:

SWIFT CODE:

BENEFICIARY:

ACCOUNT:

REFERENCE/SPECIAL INSTRUCTIONS: _______________

Insert Buyer name

Accounting Contact: _______________

 

 

(8)  

The address of Buyer's Escrow Agent is

______________________________

______________________________

______________________________

 

 

2.

Representations and Warranties of Seller.

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:

 

(d)

Sale Pursuant to Prospectus . Seller purchased the Shares from the Company on

 


______________ 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,

 

 

the Company's limited operations

 

 

its audited and unaudited financial statements

 

 

opinions of Company's auditors as to the status of the Company as a going concern

 

 

management's decision to reevaluate the Company's business model and plan and

 

 

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 _______________.

(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


 
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