This agreement dated March 23, 2007 By and between The Seller 1306538 Alberta Ltd., an Alberta corporation with its registered office in the City of Edmonton, Alberta And the Buyer Wescorp Energy Inc., a Delaware registered corporation with offices in...
This
agreement dated Xxxxx 00, 0000
Xx
and
between
The
Seller
1306538
Alberta Ltd.,
an
Alberta corporation with its registered office in the City of Edmonton,
Alberta
And
the
Buyer
a
Delaware registered corporation with offices in Cities of Calgary and Edmonton,
Alberta
Wherein
the Seller acknowledges receipt of good and valuable consideration for the
sale
and transfer of the following goods (the “Sold Goods”):
Four
Hundred Seventy Thousand One Hundred Forty Three (470,143) shares of the common
stock of Oilsands Quest Inc. (listed as “BQI-A” on the American Stock
Exchange)
and
the
Buyer acknowledges payment of good and valuable consideration for the purchase
of the above noted goods. The consideration for the purchase of the above noted
goods is the following (the “Purchase Consideration”):
One
hundred and seventy thousand (170,000) shares of the common stock of Synenco
Energy Inc. (listed as “SYN” on the Toronto Stock
Exchange)
The
calculation of the number of shares of the Sold Goods is as outlined in Schedule
“A” attached. The Seller warrants ownership of title in and the right to sell
the Sold Goods to the Buyer free and clear of all encumbrances. The Seller
gives
no warranties and makes no representations as to their appropriateness to any
particular purpose of the Sold Goods.
The
Buyer
warrants ownership of title in and the right to transfer the above-listed
Purchase Consideration to the Seller free and clear of all encumbrances. The
Buyer gives no warranties and makes no representations as to their
appropriateness to any particular purpose of the goods.
The
Buyer
acknowledges that the Sold Goods will be in the form of a stock certificate
[certificate number ES176 in the amount of one million six hundred and forty-six
thousand (1,646,000) shares] of the capital stock of Oilsands Quest Inc., and
will remain in the name of the Seller for approximately ninety (90) days. Within
that ninety (90) day period (or as soon as practical thereafter), the Seller
will get a new certificate for the benefit of the Buyer for the exact number
of
shares as the Sold Goods. The Seller will execute a trust agreement giving
full
and absolute title to the Buyer for the amount of the Sold Goods. This stock
certificate will be kept by the Buyer.
(continued)
The
Buyer
and Seller each acknowledge the opportunity to examine the goods and has
examined the goods of their own accord. The Buyer and Seller each acknowledge
that they are buying the respective goods “as is” and at their own risk. The
Buyer and the Seller warrant that they will not make any claims against each
other for representations and warranties, implied or express, or collateral
agreements as to their appropriateness to any particular purpose.
Given
and
received this ____ day of March, 2007.
/s/ Ed Miezewaki | ) | /s/ Xxxx Xxxxxx | |
[Witness’s
signature]
|
)
|
per
|
|
[Seller’s
signature]
|
|||
1306538 Alberta Ltd. | |||
/s/ Xxxxxx Xxxxxx |
)
|
/s/ Xxxxxxx Xxxxx | |
[Witness’s signature] |
)
|
per
|
|
[Buyer’s signature] | |||
Wescorp Energy Inc. |