0001193125-06-112440 Sample Contracts

SICAV TWO SECURITIES PURCHASE AGREEMENT
Stock Purchase and Subscription Agreement • May 15th, 2006 • Nano Chemical Systems Holdings, Inc. • Specialty cleaning, polishing and sanitation preparations • New York

THIS STOCK PURCHASE AND SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of December 16, 2005, between Nano Chemical Systems Holdings, Inc., a corporation organized and existing under the laws of Nevada (the “Company”), and Mercatus & Partners, LP (the “Purchaser”).

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REGULATION S STOCK PURCHASE AGREEMENT
Regulation S Stock Purchase Agreement • May 15th, 2006 • Nano Chemical Systems Holdings, Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

This Regulation S Stock Purchase Agreement is executed in reliance upon the transaction exemption afforded by Regulation S (“Regulation S”) as promulgated by the Securities and Exchange Commission (“SEC”), under the Securities Act of 1933, as amended (“1933 Act”).

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