STOCK PURCHASE AGREEMENT This agreement is by and between (the "Vendor") And Ore-More Resources Inc. (the "Purchaser")
This
agreement is by and between
(the
"Vendor")
And
(the
"Purchaser")
WHEREAS
the parties wish to enter into a transaction whereby the Purchaser will acquire
shares of common stock and warrants in the capital of Cougar Energy, Inc, (the
"Shares and Warrants") from the Vendor to purchaser in a private transaction on
the terms and conditions set out herein:
NOW AND
THEREFORE IN CONSIDERATION of the mutual covenants and other good and valuable
consideration, the purchaser and Vendor agree as follows:
1.
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The
Purchaser agrees to buy from the Vendor and the Vendor agrees to
irrevocably assign to the Purchaser a 100% right, interest and title to
the Shares and Warrants for the issuance of 1.5 share of Ore-More for
each Share tendered (the 'Purchase Price"), and for the issuance of 1.5
warrant of Ore-More for each Warrant tendered (the 'Purchase Price"), the
receipt and sufficiency of which is hereby acknowledged. For the Shares
of Cougar Energy, Inc tendered by the Vendor, the Purchaser will issue and
deliver shares of Ore-More Resources. For
the Warrants for Cougar Energy, Inc. tendered by the Vendor,
the Purchaser will issue and deliver Warrants of Ore-More
Resources.
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2.
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The
Vendor represents and warrants to the Purchaser that the Shares and
Warrants are free and clear of any and all applicable resale restrictions,
all liens, charges and encumbrances and are not subject to any right,
claim or interest of any other
person.
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3.
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The
Vendor further represents and warrants that the certificates and warrants
representing the Stock are legal property of the Vendor and that the
Vendor will deliver the share certificates and warrants or otherwise cause
the Shares and Warrants to be in an a form required to transfer the Shares
and Warrants into the name of the Purchaser free and clear of all resale
and legend restrictions, except those imposed by the Securities and
Exchange Commission.
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4.
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The
parties agree to and shall each do and perform all further acts
and things and execute all necessary documents, writings as may be
necessary to effect this sale and to transfer the Shares and Warrants in
accordance with the terms of this
Agreement.
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DATED as
of January 18, 2010
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