SHARE PURCHASE OPTION AGREEMENT
SHARE PURCHASE OPTION AGREEMENT
THIS AGREEMENT is dated for reference the 10th day of February 2004.
BETWEEN:
XXXX XXXXXXXXX,
Xxxxxx 00
0000 Xxxxx
Xxxxxx
(the “Optionor”)
OF THE FIRST PART
AND:
WESTCORP ENERGY, INC., of 1300 – 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the “Optionee”)
OF THE SECOND PART
WHEREAS the Optionor holds certain shares of common stock of Ellycrack AS (the “Company”) and has agreed to grant to the Optionee the right and option to purchase shares of the Company, subject to the terms and conditions set out in this Agreement;
| 1. | GRANT OF OPTION |
| 1.1 | The Optionor grants to the Optionee the irrevocable right and option (the “Option”) to purchase shares of common stock of the Company (the “Optioned Shares”) now owned or to be owned by the Optinor representing up to 25% of the outstanding common voting shares that may be acquired upon excersise of options, warrants or any other rights to purchase or otherwise acquire common voting shares of the Company including shares owned by the Optionee at that time, which Option is excercisable until 4:00 pm (Mountain Standard Time) on the later of June 30, (the “Expire Date”) . This means that the Optionee has the right to increase its share position to a total 25% of the outstanding shares in the company. The purchase price for the Optioned Shares is based upon a market value of US$ 5.000.000 in respect of all outstanding shares of the Company as at June 30, 2004 as mutually agreed by the parties. |
| 1.3 | The Optionee may exercise the Option
from time to time by: |
| (a) | giving notice in writing to the Optionor
of the Optionee's intent to exercise the Option; and |
| (b) | upon determination of the purchase price
pursuant to section 1.2 hereof, depositing the purchase price, payable
by wire transfer, certified cheque, or banker’s draft (along with
a |
copy of the notice in subsection (a) above) into trust with counsel for the Optionee, Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx Law Corporation, Attention: Xxxxxxx X. Xxxxx, of 1000 – 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, Xxxxxx, or any other trustee that may be mutually acceptable to the parties (the “Trustee”). If the Option is called upon before the Expire Date, the price of the shares is set by deviding US$ 5.000.000 by the outstanding shares at the date of the excercise of the Option(s). |
|
| 1.4 | On receipt of the notice and the purchase price,
the Optionor will forthwith deliver or arrange for delivery to the Trustee
on behalf of the Optionee or as directed by it certificates representing
the Optioned Shares so purchased. On the Optionee’s confirmation
of receipt of those certificates, the Trustee will be authorized to deliver
the purchase price to the Optionor or as directed by it. |
| 1.5. | Upon due excercise of the Option by the Optionee,
the Optinor will as long as he is a share holder in the Company, vote
in the general assembly to have one representative of the Optionee to
the Board of Directors of the Company. |
| 1.4 | If at the close of business on the Expiry Date, the
Option has not been exercised in full by the Optionee, the Option will
expire. |
| 1.5 | Nothing in this Agreement will oblige the Optionee
to purchase or pay for any Optioned Shares except those Optioned Shares
in respect of which the Optionee has exercised the Option. |
| 1.6 | If the capital of the Company as constituted on the
date of this Agreement is altered, including any consolidation, subdivision,
or conversion of the shares of common stock of the Company into or for
a greater or lesser number of shares of the same or another class or as
a result of the amalgamation of the Company with any other company, at
any time before the expiry of the Option, the number of Optioned Shares
to be delivered to the Optionee will be increased or decreased to the
number that would have resulted from the alteration if the Option had
been exercised before the date of the alteration. |
| 2. | OPTIONOR’S REPRESENTATIONS AND WARRANTIES |
The Optionor represents
and warrants to the Optionee (and the Optionor acknowledges that the Optionee
will rely on these representations and warranties in connection with the
purchase of the Optioned Shares from time to time) that except as disclosed
in writing to the Optionee: |
|
| 2.1 | All of the Optioned Shares are validly issued as
fully paid and non-assessable. |
| 2.2 | The Optionor is the legal and beneficial owner of
the Optioned Shares, and the Optioned Shares are free of all liens, claims,
pledges, hypothecations, charges, encumbrances, and resale restrictions
whatsoever. |
| 2.3 | The Optionor has due and sufficient right and authority
to enter into this Agreement on the terms and conditions set forth and,
on exercise of the Option, |
to transfer the legal and beneficial title and ownership
of the Optioned Shares to the Optionee. |
|
| 2.4 | To the best of the Optionor’s knowledge, the
performance of this Agreement will not be in violation of the Company’s
constating documents or of any agreement to which the Optionor or the
Company is a party or of any order, decree, statute, by-law, regulation,
covenant, or restriction applicable to the Company or any of the Optioned
Shares, and will not result in the creation or imposition of any lien,
encumbrance, or restriction of any nature whatsoever in favour of a third
party on or against the Optioned Shares. |
| 2.5 | The representations and warranties contained in this
Article 2 will be true and correct as of the date of any exercise of the
Option by the Optionee as though the Optionor had given them on the date
of exercise. |
| 3. | GENERAL PROVISIONS |
| 3.1 | Time is of the essence of this Agreement. |
3.2 Any notices to be given by either party to the other will be sufficiently given if transmitted by facsimile or delivered by courier to the parties at their respective addresses shown on the first page of this Agreement, or to any other addresses as the parties may notify to the other from time to time in writing. This notice will be deemed to have been given at the time of delivery, if transmitted by facsimile, or within five business days from the date of pick-up, if delivered by courier.
3.3 This Agreement supersedes and replaces all prior understandings or agreements, verbal or written, between the parties in respect of the subject matter hereof.
3.4 This Agreement will enure to the benefit of and be binding on the parties and their respective heirs, administrators, executors, successors, and assigns.
3.5 The parties will sign and deliver all further documents and do all further things required to carry out the full extent and meaning of this Agreement.
3.6 The parties may sign this Agreement in several parts in the same form and those parts will together form one original agreement and will be read together and construed as if all the signing parties had signed one copy of this Agreement.
3.7
This Agreement will be governed by and construed in accordance with the laws
of the province of Alberta, Canada.
“Xxxx Xxxxxxxxx”
XXXX XXXXXXXXX
WESTCORP ENERGY, INC.
Per:
“Xxxx Xxxxxxxx”
Authorized Signatory
