PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT is
dated for reference the 19th day of
May, 2006
Between:
Xxxx
Xxxxxxxx (“Karlsson”)
0000
Xxxxxxxxx Xxx
Xxxxxx,
XX X0X 0X0
(“Karlsson”)
and
Xxxxxxx
Stunden (“Stunden”)
0000 Xxxx
Xxxxx Xxxx Xx
Xxxxxxxxx
XX X0X 0X0
(“Stunden”)
WHEREAS Stunden controls a
public company called Project Romania Inc., (the “Company”) and
wishes to sell to Karlsson shares of the common stock of the Company (the
“shares”) owned by him and to cause the Company to cease its
operations;
AND WHEREAS Karlsson wishes to
purchase the Shares owned by Stunden and join the Board of the Company to assist
the Company in seeking new business opportunities.
IN CONSIDERATION of the mutual
agreements in this Agreement and subject to the terms and conditions specified
in this Agreement, the parties agree as follows:
1. Stunden
will cause the Company to wind down the business operations of its subsidiary in
Romania.
2. Stunden
will cause Karlsson to be appointed to the Board of Directors of the
Company.
3. Stunden
will cause the Company to effect a forward split of its stock on a five new
shares for each one old share basis.
4. Karlsson
will buy from Stunden 5,450,000 shares and will pay a deposit of USD$50,000 upon
execution of this Agreement and an additional USD$382,244.00 on or before June
10th, 2006,
in consideration of the purchase.
5. Karlsson
agrees to loan to the Company USD$141,156.85 to enable the Company to repay a
shareholder loan to Stunden.
6.
Stunden will return to the transfer agent for cancellation and return to
treasury 64,550,000.
7. This
Agreement shall be binding upon and enure to the benefit of the parties and
their respective successors and assigns.
Page
2
8. No
amendment to the terms and conditions of this Agreement shall be valid and
binding unless made in writing and signed by the parties. The parties
agree that if any of the provisions of this Agreement
become unenforceable, the remainder of this Agreement shall nevertheless remain
binding to the fullest extent possible, taking into consideration the purposes
and spirit hereof.
9. This
Agreement embodies the entire understanding and agreement between the parties
with respect to the matters contained herein.
10. This
Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia without regard to principles of conflicts of law
assigns.
/s/ Xxxxxxx
Stunden
Xxxxxxx
Stunden
/s/ Xxxx
Xxxxxxxx
Xxxx
Xxxxxxxx
