Exhibit 10.4
________________________________________________________________________________
Xxxxxx Xxxxxxxx Xxxxxx
to
Australian Oil & Gas Corporation
________________________________________________________________________________
ACQUISITION OF SHARES
COMPLIANCE WITH U.S. SECURITIES LAW
(Effective February 17, 2009)
________________________________________________________________________________
________________________________________________________________________________
ACQUISITION OF SHARES
COMPLIANCE WITH U.S. SECURITIES LAWS
THIS AGREEMENT is made to take effect from the 17th day of February 2009
BETWEEN XXXXXX XXXXXXXX XXXXXX of Xxxxx 00, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx
Xxxxxxxx 0000 (hereinafter called "Xxxxxx") of the one part
AND AUSTRALIAN OIL & GAS CORPORATION (incorporated in Delaware, USA)
of 21st Floor, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 0000
(hereinafter called "AOGC") of the other part.
WHEREAS:
1. Xxxxxx has made his services available to AOGC for the year to 31 December
2011 pursuant to a Deed of even date.
2. AOGC has agreed to issue new shares of common stock in AOGC to Xxxxxx as
consideration for his services and Xxxxxx has agreed to accept such
consideration for his services.
3. The parties hereto submit to the laws of Delaware, USA and any action taken
hereunder shall be taken in the appropriate court of such jurisdiction.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
(a) Representations and Warranties by Xxxxxx. Xxxxxx hereby represents and
warrants to the Company that he:
(i) understands that the Shares to be issued in accordance with Recital 2
have not been, and, as of the date of issuance, will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or under any U.S. state securities laws, and are
being issued pursuant to a "safe harbor" exemption from registration
contained in Regulation S promulgated under the Securities Act based,
in part, upon the representations and warranties of each Vendor
contained herein;
(ii) has received certain information concerning the Purchaser and has had
the opportunity to obtain additional information as desired in order
to evaluate the merits and the risks inherent in holding shares of the
Purchaser's common stock, and recognizes that an investment in the
Purchaser involves significant risk;
(iv) is able to bear the economic risk and lack of liquidity inherent in
holding the Shares, can afford to bear the loss of Vendor's entire
investment in the Purchaser, has adequate means of providing for
current needs and personal contingencies;
(v) has such knowledge and experience in financial and business matters
that the Vendor is capable of evaluating the merits and risks of an
investment in the Purchaser; and is an "Accredited Investor" as
defined in Regulation D promulgated under the Securities Act;
(vi) (A) is not a "U.S. Person" (as that term is defined in Rule 902 of
Regulation S under the Securities Act); (B) is not acquiring the
Shares for the account or benefit of any U.S. Person and has not
pre-arranged any resale of any of the Shares with any buyer located in
the United States or otherwise with a U.S. Person; and (C) was not
offered the Shares in the United States, and at the time of execution
of this Agreement and of any offer to purchase the Shares received
from the Purchaser hereunder, was located outside the United States;
(vii) is not engaged in the business of distributing securities;
(viii) will not engage in hedging transactions with regard to the Shares
unless in compliance with the Securities Act; and
(ix) has not engaged and will not engage, nor have any of its affiliates or
any person acting on behalf of it or any of them engaged in or will
engage in, any "directed selling efforts" with respect to the Shares
within the meaning of Rule 902(c) of Regulation S adopted under the
Securities Act.
(x) has relied solely upon the advice of the Vendor's own personal
financial and tax advisers, counsel and accountants as to the legal,
tax, economic, and related matters concerning this investment and its
suitability for the Vendor before investing in the Shares of the
Purchaser.
(b) Representation and Warranty by AOGC. AOGC represents and warrants that
neither it, nor any of its affiliates or any person acting on behalf of any
of them, has engaged or will engage in any "directed selling efforts" with
respect to the Shares within the meaning of Rule 902(c) of Regulation S
adopted under the Securities Act, and it, its affiliates and any person
acting on behalf of any of them have complied and will comply with the
offering restrictions requirement of Regulation S under the Securities Act.
(c) Legending and Stop Transfer Requirements.
(i) The stock certificate delivered by the Purchaser to the Vendor in
accordance with Recital 2 representing the Shares will be imprinted
with a legend substantially in the following form:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act") and have been issued pursuant to an exemption
from registration under Regulation S promulgated under the
Securities Act. Such shares are "restricted securities" as
defined in Rule 144 promulgated under the Securities Act and may
not be offered for sale, sold, delivered after sale, transferred,
pledged, or hypothecated except: (i) in accordance with the
provisions of Regulation S under the Securities Act; (ii)
pursuant to registration under the Securities Act; or (iii)
pursuant to an opinion of counsel reasonable satisfactory to
Australian Oil & Gas Corporation that such shares may be
transferred without registration under the Securities Act.
Hedging transactions involving the shares represented by this
certificate may not be conducted unless in compliance with the
Securities Act."
(ii) AOGC shall refuse to register any transfer of the Shares that is not
made in accordance with: (A) the provisions of this Agreement; and (B)
the provisions of Regulation S, pursuant to registration under the
Securities Act, or pursuant to an available exemption from
registration under the Securities Act.
(d) Resales of the Shares. Each Vendor shall make, or cause to be made, any
resales of the Shares pursuant to one of the following methods:
(i) "offshore transactions" (as such term is defined in Regulation S)
pursuant to the resale safe harbor of Rule 904 of Regulation S adopted
under the Securities Act;
(ii) Rule 144 promulgated under the Securities Act; or
(iii) any other available exemption under the Securities Act; provided that
the Vendor shall first furnish the Purchaser with a written opinion
reasonably satisfactory to the Purchaser in form and substance from
counsel reasonably satisfactory to the Purchaser by reason of
experience to the effect that the Vendor may transfer such shares as
desired without registration under the Securities Act (each such
resale described in (i)-(iv), a "Permitted Resale" and collectively,
the "Permitted Resales"). Any such Permitted Resales shall be made in
offshore transactions or in transactions in the United States on the
Over-the-Counter Bulletin Board (OTC-BB) or otherwise.
SIGNED by XXXXXX XXXXXXXX XXXXXX )
in the presence of: ) XXXXXX XXXXXXXX XXXXXX
/s/ Xxxxxx Xxxxxxxx Xxxxxx
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XXXXXXXXX XXXXXXXX
/s/ Xxxxxxxxx Xxxxxxxx
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Witness
SIGNED for and on behalf of )
AUSTRALIAN OIL & GAS CORPORATION )
by XXXX X XXXXXX
a Director and authorised officer in the ) XXXX X XXXXXX
presence of: ) /s/ Xxxx X Xxxxxx
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XXXXXXXXX XXXXXXXX
/s/ Xxxxxxxxx Xxxxxxxx
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Witness
