Filed by Avantafile.com - Himalaya Technologies Inc. - Exhibit 10.5







 








Stock Purchase Agreement 


 


THIS   AGREEMENT is made and entered on July 31, 2021 by and between, Vikram Grover   ("Seller") of 2810 Bristol Dr. #309, Lisle, IL 60532 and Himalaya   Technologies, Inc. ("Purchaser") of 1 E Erie St, Ste 525 Unit #2420, Chicago, Illinois.   60611.


 


WITNESSETH: 


 


Whereas, the Seller is a Stockholder   in KANAB CORP., who is the record owner of outstanding shares of the capital   stock of KANAB CORP. (hereinafter referred to as the   "Corporation"), a Wyoming corporation, which has authority to sell   1,000,000 shares of capital stock at $1.35 par value common stock, and 


 


WHEREAS, the Purchaser desires to   purchase said stock and the Seller desires to sell said stock, upon the terms   and subject to the conditions hereinafter set forth; 


 


NOW, THEREFORE, in consideration of   the mutual covenants and Agreements contained in this Agreement, and in order   to consummate the purchase and the sale of the Corporation's Stock   aforementioned, it is hereby agreed as follows: 


 


Purchase   and Sale 


Subject to the terms and conditions   hereinafter set forth, at the closing of the transaction contemplated hereby,   the Seller shall sell, convey, transfer, and deliver to the Purchaser   certificates representing such stock, and the Purchaser shall purchase from   the Seller the Corporation's Stock in consideration of the purchase price set   forth in this Agreement. The certificates representing the Corporation's   Stock shall be duly endorsed for transfer or accompanied by appropriate stock   transfer powers duly executed in blank, in either case with signatures   guaranteed in the customary fashion, and shall have all the necessary   documentary transfer tax stamps affixed thereto at the expense of the Seller.   


 


The closing of the transactions   contemplated by this Agreement (the "Closing"), shall be held at   Corporate Offices located at 28 IO Bristol Dr, Apt 309, Lisle, Illinois 60532   on July 31, 2021, at 12:00pm CT, or such other place, date and time as the   parties hereto may otherwise agree. 


 


Amount   and Payment of Purchase Price


(a)   Consideration As total consideration for the purchase and sale of the   Corporation's Stock, pursuant to this Agreement, the Purchaser shall pay to   the Seller the $1,350,000.00 in the form of 150,000 Series B Preferred shares   of common stock representing a common stock price of $0.009 based on a   conversion ratio of 1-1000, such total consideration to be   referred to in this Agreement as the "Purchase Price".


 


(b)   Payment 


The   Purchase Price shall be paid as follows: 


i. The sum of $0.00to be delivered   to Seller upon the execution of this Agreement. 


 


ii. The sum of $1,350,000.00 in the   form of 150,000 Series B Preferred shares of common stock, to be delivered to   Seller at Closing.


 


Representations   and Warranties of Seller 


Seller hereby warrants and   represents: 


 


(a)   Organization and Standing 


The   Seller is a stockholder and record owner of the issued and outstanding shares   of the capital stock of the Corporation, which is a corporation duly   organized, validly existing and in good standing under the laws of the State of   Wyoming and has the Corporation has the corporate   power and authority to carry on its business as it is now   being conducted.








      (b) Restrictions on   Stock 


      i. The Seller is not a party to any Agreement, written   or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.      


 


      ii. Seller is the lawful owner of   the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges.        


 


      iii. There are no   existing warrants, options, stock purchase agreements, redemption   agreements, restrictions of any nature,   calls or rights to subscribe of any character relating to the stock, nor are there any securities   convertible into such stock.      


 


      Representations and Warranties   of Seller and Purchaser 


Seller and Purchaser hereby represent   and warrant that there has been no act or omission by Seller and Purchaser which would   give rise to any valid claim against any of the parties hereto for a brokerage   commission, finder's fee, or other like payment in connection with the transactions   contemplated hereby.      


 


      General Provisions


      (a) Entire Agreement 


This   Agreement (including any   written   amendments   hereof executed by the parties) constitutes   the entire Agreement and   supersedes   all   prior agreements   and understandings,   oral and   written,   between   the parties   hereto with respect to the subject maffer hereof.          


 


      (b) Sections and Other Headings 


The section and other headings contained in this   Agreement are   for reference purposes only and shall not affect the meaning or   interpretation of this Agreement.          


 


      (c) Governing Law 


This Agreement, and all transactions contemplated hereby,   shall be   governed   by, construed and enforced in accordance with the laws of the State of Wyoming. In the event that litigation   results from or arises   out of this Agreement or the performance thereof,   the parties agree to reimburse the prevailing parfy's reasonable attomey's fees, court costs, and all other expenses, whether or not   taxable by the   court as costs, in addition to any   other relief to which the   prevailing   party may be   entitled.        


 


      IN WITNESS WHEREOF, this Agreement   has been executed by each of the individual   parties hereto on the date first above written.        


 


SELLER:


 


	By: 	/s/ Vikram Grover	   Date:  	07-31-2021
	 	Vikram Grover, CEO	 	 





 


PURCHASER:


 


	By: 	/s/ Vikram Grover	   Date:  	07/31/2021
	 	Himalaya Technologies, Inc.