Exhibit
10.1


 


STOCK
PURCHASE AGREEMENT


 


This
Stock Purchase Agreement, dated as of the 27th day of July, 2015 (this "Agreement"), by and
among MoPals.com, Inc., a Delaware corporation (the "Company") and Kuusamo Capital Ltd. (the "Purchaser").
The Company and the Purchaser are individually referred to herein as a "Party" and collectively, as the "Parties."


 


RECITALS


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933,
as amended (the "Securities Act"), the Company desires to issue and sell to the Purchaser, and
the Purchaser desires to purchase from the Company, 306,816 shares of common stock, USD$0.01 par value per share (the "Common
Stock") of the Company.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


1.       Sale
and Purchase of Common Stock.


 


1.1       Sale
and Purchase. The Company hereby sells to the Purchaser and the Purchaser hereby purchases from the Company 306,816 shares
of Common Stock. The Company and the Purchaser are executing and delivering this Agreement in accordance with and in reliance
upon the exemption from securities registration pursuant to Section 4(2) of the Securities Act.


 


1.2       Purchase
Price and Closing. The purchase price for the Common Stock is USD$0.25 per share, or an aggregate purchase price of USD$76,704
(the "Purchase Price"). The closing of the purchase and sale of the Common Stock (the
"Closing") to be acquired by the Purchaser from the Company under this Agreement shall be before July
27th, 2015 (the "Closing Date"). Subject to the terms and conditions of this Agreement, at
the Closing the Purchaser shall make the Purchase Price available to the Company in immediately available funds, and the
Company shall deliver to the Purchaser a certificate (or certificates in such denominations as such Purchaser shall request)
representing the Common Stock.


 


2.       Representations
and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as of the Closing date as follows:


 


2.1       Organization
and Standing: Articles and Bylaws. The Company is and will be a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware and will have all requisite corporate power and authority to carry on its
business as proposed to be conducted. The Company is duly qualified to do business in each jurisdiction where the nature of
its business or its ownership or leasing of its properties makes such qualification necessary.


 






      


     

    

 


2.2       Corporate
Power. The Company will have at the Closing, all requisite corporate power to enter into this Agreement and to sell and issue
the Common Stock. This Agreement shall constitute a valid and binding obligation of the Company enforceable in accordance with
its respective terms, except as the same may be limited by bankruptcy, insolvency, moratorium, and other laws of general application
affecting the enforcement of creditors' rights.


 


2.3       Valid
Issuance of Common Stock. The Common Stock, when issued in compliance with the provisions of this Agreement will be duly authorized,
validly issued, fully paid and non-assessable, and will be free of any liens or encumbrances caused or created by the Company;
provided, however, that all such shares may be subject to restrictions on transfer under state and federal securities
laws as set forth herein, and as may be required by future changes in such laws.


 


2.4       No
Conflict. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations
hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or governmental entity under
any laws; (b) will not violate any laws applicable to the Company and (c) will not violate or breach any contractual obligation
to which the Company is a party.


 


3.       Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as follows.


 


3.1       Acquisition
for Investment. The Purchaser is acquiring the Common Stock solely for his own account for the purpose of investment and not
with a view to or for sale in connection with distribution. The Purchaser does not have a present intention to sell the Common
Stock, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Common Stock
to or through any person or entity. The Purchaser acknowledges that it is able to bear the financial risks associated with an
investment in the Common Stock and that it has been given full access to such records of the Company and the subsidiaries and
to the officers of the Company and the subsidiaries and received such information as it has deemed necessary or appropriate to
conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company
in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company.


 


3.2       Sophistication.
The Purchaser is an accredited investor, as described in Rule 501(a) promulgated under the Securities Act and has such experience
in business and financial matters that it is capable of evaluating the merits and risk of an investment in the Company.


 


3.3       Opportunities
for Additional Information. The Purchaser acknowledges that such Purchaser has had the opportunity to ask questions of and
receive answers from, or obtain additional information from, the executive officers of the Company concerning the financial and
other affairs of the Company, and to the extent deemed necessary in light of such Purchaser's personal knowledge of the Company's
affairs, such Purchaser has asked such questions and received answers to the full satisfaction of such Purchaser, and such Purchaser
desires to invest in the Company.


 









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3.4       No
General Solicitation. The Purchaser acknowledges that the Common Stock were not offered to such Purchaser by means of any
form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including
(i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast
over television or radio, or (ii) any seminar or meeting to which such Purchaser was invited by any of the foregoing means of
communications.


 


3.5       Rule
144. The Purchaser understands that the Common Stock must be held indefinitely unless such Common Stock are registered under
the Securities Act or an exemption from registration is available. The Purchaser acknowledges that such Purchaser is familiar
with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act ("Rule
144"), and that such person has been advised that Rule 144 permits re-sales only under certain circumstances. The Purchaser
understands that to the extent that Rule 144 is not available, Purchaser will be unable to sell any Common Stock without either
registration under the Securities Act or the existence of another exemption from such registration requirement.


 


3.6       Legends.
The Purchaser hereby agrees with the Company that the certificates representing the Common Stock will bear the following legend
or one that is substantially similar to the following legend:


 


THE
SECURIIIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED
IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS.


 






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3.7       Additional
Legend; Consent. Additionally, the Common Stock will bear any legend required by the "blue sky" laws of any state
to the extent such laws are applicable to the securities represented by the certificate are legended. The Purchaser consents to
the Company making a notation on its records or giving instructions to any transfer agent of Common Stock in order to implement
the restrictions on transfer of the Common Stock.


 


4.       Miscellaneous


 


4.1       Successors
and Assigns. This Agreement shall insure to the benefit of, and be binding upon, the parties hereto and their respective successors
and assigns; provided, however, that no party shall assign or delegate any of the obligations created under this Agreement without
the prior written consent of the other parties.


 


4.2       Notices.
All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given
upon receipt by the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):


 


	 	If
                                         to the Company:
	MoPals.com,
                                         Inc.

        109
        Atlantic Avenue, Suite 308

        Toronto, Ontario M6K 1X4

        

        

	 	 	 
	 	If
    to the Purchaser:	Kuusamo
    Capital Ltd.

    107 Strathallan Boulevard 

    Toronto, Ontario M5N 1S8



 


4.3       Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived or amended except in a written
instrument signed by each Party. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair
the exercise of any such right.


 


4.4       Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to
the end that the transactions contemplated in this Agreement are fulfilled to the extent possible.


 






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4.5       Counterparts;
Facsimile Execution. This Agreement may be executed in one or more counterparts, all of which shall be considered one and
the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and
delivered to the other Parties. Facsimile execution and delivery of this Agreement is legal, valid and binding for all
purposes.


 


4.6       Entire
Agreement; Third Party Beneficiaries. This Agreement, (a) constitute the entire agreement and supersede all prior agreements
and understandings, both written and oral, among the Parties with respect to the transactions contemplated herein and (b) are
not intended to confer upon any person other than the Parties any rights or remedies.


 


4.7       Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of
the laws that might otherwise govern under applicable principles of conflicts of laws thereof.


 


4.8       Assignment.
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise by any of the Parties without the prior written consent of each of the other Parties. Any
purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon,
inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of
the date first above written.


 





	 	MOPALS.COM,
    INC.
	 	 	 
	 	By
    	/s/
    Alex Haditaghi
	 	 	Name:
    Alex Haditaghi
	 	 	Title:
    CEO
	 	 	 
	 	KUUSAMO
    CAPITAL LTD.
	 	 	 
	 	By:	/s/
    Trevor Radomsky
	 	 	Name:
    Trevor Radomsky
	 	 	Title:
    President




 


 


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