Share Purchase Agreement Cairns Family Trust
Exhibit 10.81
Cairns
Family Trust
THIS SHARE PURCHASE AGREEMENT (the
"Agreement") is made and entered into this 17th day
of June 2008 between Cairns Family Trust ("Seller") and Surge Global
Energy, Inc. ("Purchaser") and Peace Oil Corp.
A. The
Seller is the owner of record of an aggregate of 1,905,145 Preferred Shares (the
"CFE Shares") of Cold Flow Energy, ULC (the "Corporation").
B.
Seller agrees to sell and Purchaser agrees to purchase all the right, title, and
interest of Seller in the CFE Shares for an aggregate purchase price
of 163,632 common shares of North Peace Energy, Inc.(hereinafter
referred to as the "NPE Shares”) owned by Purchaser and held in the name of
Peace Oil Corp. The CFE Shares and NPE Shares are collectively
referred to herein as the “Exchanged Shares.”
IN CONSIDERATION OF and as a condition
of the parties entering into this Agreement and other valuable consideration,
the receipt and sufficiency of which consideration is acknowledged, the parties
agree as follows:
1. Purchase
and Sale: Seller agrees to sell and Purchaser agrees to purchase all
the right, title, and interest of Seller in the CFE Shares for an aggregate
purchase price of 163,632 NPE Shares. The Exchanged Shares
each currently bear a restrictive legend, which legend shall remain on the
Exchange Shares delivered to each other at closing. After closing,
the removal of any restrictive legend will be subject to compliance with
applicable securities laws and receipt of any required legal opinions as
determined by the issuer of said securities, and will be the responsibility of
the party who owns the shares after the transaction closes.
2. Closing: A
closing shall take place at such time (but no later than July 15, 2008) as the
parties have executed this Agreement and delivered the Exchanged Shares,
together with any documents necessary for their transfer, to Burstall Winger
LLP, to the attention of Xxxxx Xxxxxxxxx, who will hold the Exchanged Shares and
all related documents in trust until all necessary documents are fully executed
and deliverable to the respective parties. Immediately after the
Agreement is signed, Purchaser will send the NPE Shares to CIBC Mellon, with
transfer instructions directing the delivery of the Seller’s shares to Burstall
Winger LLP. After closing, Purchaser will cause the trust account at
Olympia Trust Company in which CFE Shares had been held to be canceled, and
Seller will cooperate with Purchaser as necessary to close such
account.
3. Representations
and Warranties of the Seller: Seller represents and warrants to the
Purchaser as follows:
a. Except
as provided in the incorporating documents of CFE or as indicated on the face of
the certificates for the CFE Shares, or in compliance with applicable securities
laws, Purchaser would not be prevented or restricted in any way from re-selling
the CFE Shares in the future.
b. Seller
is the owner in clear title of the CFE Shares and the CFE Shares
are free of any liens, encumbrances, security interests, charges,
mortgages, pledges, or adverse claim or other restriction that would prevent the
transfer of clear title of the CFE Shares to the Purchaser.
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c. Seller
is not bound by any agreement that would prevent any transactions connected with
this Agreement.
d. There
is no legal action or suit pending against any party, to the knowledge of
Seller, which would materially affect this Agreement.
e. Seller
has reviewed the financial statements and public disclosures made by CFE, NPE,
and/or Surge Global Energy, Inc., and has satisfied itself that it is
sufficiently informed to participate in the transaction and is doing so after
having completed and relying solely upon its own due diligence.
4. Representations
and Warranties of Purchaser: Purchaser represents and
warrants to Seller as follows:
a. Purchaser
would not be recognized as an issuer, insider, affiliate, or associate of North
Peace Energy, Inc. and/or the NPE Shares as defined or recognized
under applicable securities laws and regulations.
c. Except
as provided in the incorporating documents of NPE or as indicated on the face of
the certificates for the NPE Shares or in compliance with applicable securities
laws, the Seller would not be prevented or restricted in any way from re-selling
the NPE Shares in the future.
d. Purchaser
is the owner in clear title of the NPE Shares and the NPE Shares
are free of any liens, encumbrances, security interests, charges,
mortgages, pledges, or adverse claim or other restriction that would prevent the
transfer of clear title of the NPE Shares to the Seller.
e. Purchaser
is purchasing pursuant to an exemption from registration requirements available
to it under applicable Canadian securities legislation and shall deliver to
Seller such further particulars of the exemption and the Purchaser’s
qualifications thereunder as the Seller or its counsel may request.
f. There
is no legal action or suit pending against any party, to the knowledge of
Purchaser that would materially affect this Agreement.
g. Purchaser
has reviewed the financial statements and public disclosures made by CFE, and/or
NPE and has satisfied itself that it is sufficiently informed to participate in
the transaction and is doing so after having completed and relying solely upon
its own due diligence.
5. Miscellaneous
a. Expenses: Each
party agrees to pay their own costs and expenses in connection with this
Agreement.
b. Finder's
Fees: No party to this Agreement will pay any type of finder's fee to
any other party to this Agreement or to any other individual in connection to
this Agreement.
c. All
parties to this Agreement warrant and represent that no investment banker or
broker or other intermediary has facilitated the transaction contemplated by
this Agreement and is entitled to a fee or commission in connection with said
transaction. All parties to this Agreement indemnify and hold harmless all other
parties to this Agreement in connection with any claims for brokerage fees or
other commissions that may be made by any party pertaining to this
Agreement.
d. Seller
hereby irrevocably entrusts Purchaser to vote on its behalf by proxy and
exercise all voting rights associated with the CFE Shares as of the date of this
Agreement.
f. Governing
Law: The Purchaser and the Sellers submit to the jurisdiction of the
courts of Alberta, Canada for the enforcement of this Agreement or decision
arising from this Agreement. This Agreement will be enforced or construed
according to the laws of the Alberta regardless of the laws that might otherwise
govern under applicable principles of conflicts of law.
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g. Time
is of the essence in this Agreement.
h. This
Agreement may be executed in counterparts and by facsimile.
i. All
warranties representations of Seller and Purchaser connected with this Agreement
will survive the Closing.
j. This
Agreement will not be assigned either in whole or in part by any party to this
Agreement without the written consent of the other party.
k. Headings
are inserted for the convenience of the parties only and are not to be
considered when interpreting this Agreement. Words in the singular mean and
include the plural and vice versa. Words in the masculine gender include the
feminine gender and vice versa. Words in the neuter gender include the masculine
gender and the feminine gender and vice versa.
l. If
any term, covenant, condition or provision of this Agreement is held by a court
of competent jurisdiction to be invalid, void or unenforceable, it is the
parties' intent that such provision be reduced in scope by the court only to the
extent deemed necessary by that court to render the provision reasonable and
enforceable and the remainder of the provisions of this Agreement will in no way
be affected, impaired or invalidated as a result.
m. This
Agreement contains the entire agreement between the parties. All negotiations
and understandings have been incorporated into this Agreement. Statements or
representations which may have been made by any party to this Agreement in the
negotiation stages of this Agreement may in some way be inconsistent with this
final written Agreement. All such statements are declared to be of no value in
this Agreement. Only the written terms of this Agreement will bind the
parties.
n. This
Agreement and the terms and conditions contained in this Agreement apply to and
are binding upon Seller and Purchaser and their respective successors, assigns,
executors, administrators, beneficiaries, and representatives.
o. Any
notices or delivery required here will be deemed completed when emailed, faxed,
hand-delivered, delivered by agent, for five (5) days after being placed in the
post, postage prepaid, to the parties at the addresses contained in this
Agreement or as the parties may later designate in writing.
p. All
of the rights, remedies and benefits provided by this Agreement will be
cumulative and will not be exclusive of any other such rights, remedies and
benefits allowed by law.
IN WITNESS WHEREOF, Seller and
Purchaser have duly affixed their signatures:
/s/
Xxxxxxx Xxxxxx,
President
Cairns
Family Trust
By its
Trustee
/s/ E. Xxxxx
Xxxxxxx
By its
Chief Executive Officer, E. Xxxxx Xxxxxxx
/s/
E. Xxxxx
Xxxxxxx
Peace Oil
Corp.
By its
Chief Executive Officer, E. Xxxxx Xxxxxxx
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