SUNBERTA SHARE EXCHANGE AGREEMENT
SUNBERTA
SHARE EXCHANGE AGREEMENT
THIS
AGREEMENT is made and effective as of November 16, 2006 (the "Effective Date")
between
Xxxxx
Xxxxxxxx (the "Seller") and Sunberta Resources Inc. (Nevada)
("NevadaCo").
WHEREAS:
A.
Pursuant to this Agreement, the Seller has agreed to sell and NevadaCo has
agreed to purchase all
100 of
the Seller's Class A shares (the "AlbertaCo Shares") in the capital of Sunberta
Resources Inc.
(Alberta) ("AlbertaCo").
These are all of the issued and outstanding shares of AlbertaCo.
B.
NevadaCo shall issue and deliver to the Seller 100 shares of its common stock
to
the Seller as consideration for the AlbertaCo Shares. The deemed purchase price
for the AlbertaCo Shares is US$100.
C.
In
connection with these transactions, AlbertaCo shall become a wholly-owned
subsidiary of NevadaCo on the Effective Date.
NOW
THEREFORE, the parties agree as follows:
1. Purchase
and Sale.
On the
Effective Date, NevadaCo shall purchase from the Seller and the Seller
shall sell, assign and transfer to NevadaCo the AlbertaCo Shares. NevadaCo
shall
pay the
Seller
100 shares of its common stock to the Seller as full and final consideration
for
the AlbertaCo Shares. The deemed purchase price for the AlbertaCo shares is
US$100.
2.
Representation
and Warranty of the Seller.
To
induce NevadaCo to enter into and complete the transaction contemplated by
this
Agreement, the Seller hereby represents and warrants to and covenants
with NevadaCo that he
owns
good
and marketable title to the AlbertaCo Shares as the
legal
and beneficial owner thereof free and clear of any liens, charges and
encumbrances.
3.
Representations
and Warranties of NevadaCo.
NevadaCo
hereby represents and warrants to and covenants with the Seller that (a)
NevadaCo is duly organized, validly exists and is in good standing under the
laws of Nevada,
(b)
when
issued to the Seller the common shares of NevadaCo
shall not be subject to any liens, security interests, encumbrances or other
claims, and
(c)
NevadaCo has the full power, authority, right and capacity to execute
and
deliver
this Agreement,
to complete the transactions contemplated hereby and to duly observe and perform
all
of its
covenants and obligations herein set forth.
IN
WITNESS WHEREOF the parties have duly executed this Agreement as of the date
first written above.
/s/
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx
SUNBERTA
RESOURCES INC. (Nevada)
/s/
Xxxxx Xxxxxxxx
Authorised
Signatory
