AGREEMENT FOR THE PURCHASE OF SHARES OF ARAL PETROLEUM CAPITAL LLP AND SHARES AND DEBT OF GROENZEE B.V. AUGUST 1, 2014Share Purchase Agreement • August 5th, 2014 • Pedevco Corp • Oil & gas field exploration services • Ontario
Page ARTICLE I – INTERPRETATION 2 1.1 Definitions 2 1.2 Gender and Number 11 1.3 Headings, etc 11 1.4 Schedules and Exhibits 11 1.5 Statutory References 12 1.6 Currency 12 1.7 Knowledge 12 1.8 Accounting Terms 12 1.9 Milestone Date 12 1.10 Agreed Form 12 Article II – ARAL INTERESTS AND PURCHASE PRICE 12 2.1 Subscription of Subscription Shares; Purchase and Sale of the Asia Sixth and Groenzee Shares 12 2.2 Subscription Price 13 2.2 Purchase Price 13 2.3 Issue of Subscription Shares; Payment of the Purchase Price 14 2.4 Withholding Tax and VAT 14 Article III – CLOSING 14 3.1 Date, Time and Place of Closing 14 3.2 Closing Procedures 14 Article IV – REPRESENTATIONS, WARRANTIES AND INDEMNITIES 16 4.1 Representations and Warranties of Asia Sixth 16 4.2 Representations and Warranties of CEI 20 4.3 Representations and Warranties of the Investors 23 Article V COVENANTS 27 5.1 Conduct of Business Prior to Closing 27 5.2 Discharge of Groenzee liabilities 27 5.3 Transfer of the Aral Interests 28 5
TERMINATION AGREEMENT OF THE SHARES SUBSCRIPTION AGREEMENT DATED 11 SEPTEMBER 2013Termination Agreement • August 5th, 2014 • Pedevco Corp • Oil & gas field exploration services • England and Wales
The Company, Sixth Energy and PEDCO are hereinafter referred to collectively as the “Parties” and each individually as a “Party”).
