SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT
dated as of the 10th day of
September, 2008,
BETWEEN:
Xxxxxxx
Xxxxx, of #402 - 000 Xxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxx,
00000
(the
“Purchaser”)
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AND:
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Xxxxx
Xxx, of 0000 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X
0X0
(“Rai”)
WHEREAS:
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X.
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Xxx
is the registered and beneficial owner of 3,000,000 restricted common
shares in the capital of Kushi Resources Inc. (the “Shares”);
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X.
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Xxx
wishes to sell and the Purchaser wishes to purchase the Shares pursuant to
the terms and conditions of this
agreement;
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NOW THEREFORE THIS AGREEMENT
WITNESSES that for and in consideration of $1.00 and other good and
valuable consideration paid by each party to the other, the receipt and
sufficiency of which are acknowledged, the parties covenant and agree as
follows:
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1.
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Rai
agrees to sell and the Purchaser agrees to purchase the Shares for and at
a price of US$3,000 (the “Purchase Price”) at the
date of this agreement.
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2.
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The
Purchaser will deliver to Rai US$3,000 (the “Purchase Price”) as
consideration for the transfer of the Shares to the Purchaser from
Rai.
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3.
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Rai
represents and warrants to the Purchaser
that:
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x.
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Xxx
owns the Shares as the legal and beneficial owner thereof, free of all
liens, claims, charges and encumbrances of every nature and kind
whatsoever. The Shares are fully paid and non-assessable and
Rai has due and sufficient right and authority to enter into this
agreement and to transfer the legal and beneficial title and ownership of
the Shares to the Purchaser.
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b.
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No
person, firm or corporation has any agreement or option or a right capable
of becoming an agreement for the purchase of the Shares, with the
exception of this agreement.
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x.
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Xxx
is a resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada).
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4.
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The
effective date of sale and purchase of the Shares will be September 10,
2008 (the “Closing
Date”).
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5.
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On
the Closing Date,
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x.
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Xxx
will deliver to the Purchaser the share certificates, duly endorsed for
transfer, representing the Shares,
and
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b.
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the
Purchaser will deliver a certified cheque or solicitor’s trust cheque
payable to “Xxxxx Xxx” in the amount of US$3,000 as full payment of the
Purchase Price.
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6.
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This
agreement will enure to the benefit of and will be binding upon the
parties and their respective successors and
assigns.
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7.
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Time
will be of the essence of this
agreement.
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8.
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The
parties will sign such further assurances and other documents and
instruments and do such further and other things as may be necessary to
implement and carry out the intent of the
agreement.
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IN WITNESS WHEREOF the parties
have signed this Share Purchase Agreement as of the day and year first above
written.
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx
/s/
Xxxxx Xxx
Xxxxx
Xxx
