Share
Purchase Agreement – Surge Global Energy,
Inc.
Fisher Family Trust
THIS SHARE PURCHASE
AGREEMENT (the "Agreement") is made and entered into this
11th day of July, 2008 between
Fisher Family
Trust (the
"Seller") and Surge Global Energy, Inc. (the "Purchaser" or
‘Surge”) and
Peace Oil Corp.
A. Seller
is the owner of record of an aggregate of 500,000 shares of Surge that were
obtained through the conversion of certain preferred shares of Cold
Flow Energy, ULC. Seller agrees to sell 100%
of its Surge Shares pursuant to this
Agreement.
B.
Seller agrees to sell and Purchaser agrees to purchase all the
right, title, and interest of Seller in 500,000 Surge
Shares (the
“Surge Shares”) for an aggregate purchase
price of 21,472 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 Surge 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 Surge Shares for an aggregate
purchase price of 21,472 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 31,
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 Keith
Templeton, 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 Surge or as
indicated on the face of the certificates for the Surge
Shares, or in compliance with applicable securities laws,
Purchaser would not be prevented or restricted in any way
from re-selling the Surge Shares in the future.
b. Seller
is the owner in clear title of the Surge Shares and the Surge
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 Surge Shares to the
Purchaser.
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, 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
