Amended and Restated SHARE PURCHASE AGREEMENT

      This SHARE PURCHASE AGREEMENT, effective as of June 15, 2009, is by and among Cogenco International, Inc., a Colorado corporation (“Cogenco” or the “Company”) and Bernd J. Hamacher-Schwieren (“ Purchaser ’), and fully amends and replaces that certain share purchase agreement entered into by the parties dated April 28, 2009 (extended by amended dated May 31, 2009). By entering into this Agreement, the Purchaser agrees to purchase and Cogenco agrees to sell 540,000 shares of Cogenco common stock (the “ Purchased Shares ”) as described below and subject to adjustment as provided herein.

      A.      Cogenco is currently a development stage company, has only limited cash resources, and is currently not actively involved in business operations.

      B.      Purchaser is an investor with experience investing in, and/or working with, development stage companies such as the Company, has been provided all information about the Company he or it, and his or its, advisors have sought (including being afforded the opportunity to ask and receive answers from the Company and its management about the Company’s current and/or contemplated business activities), and is able to bear the risk of losing all of his or its investments in the Purchased Shares.

      C.      Cogenco and Purchaser desire to enter into this agreement pursuant to which Purchaser will purchase from Cogenco, and Cogenco will sell to Purchaser, the restricted common stock described herein.

      D.      Purchaser understands that, should Cogenco common stock be registered under the Securities Exchange Act of 1934, the Purchaser, as the holder of greater than 5% of the outstanding shares, will be obligated to file certain reports with the Securities and Exchange Commission (including reports on Schedule 13D or 13G, as applicable, and reports pursuant to Section 16(a) of the Securities Exchange Act of 1934.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

PURCHASE AND SALE OF COMMON SHARES

      1.1      Purchase and Sale of Common Shares . Subject to the terms and conditions herein set forth, Cogenco agrees to issue and sell to Purchaser, and Purchaser agrees to subscribe for and take up, at the Closing, the Purchased Shares.

      1.2      Purchase Price. Purchaser shall pay the purchase price of $5.00 (U.S.) per share of Common Stock for a total purchase price of

1

$2,700,000. The Purchaser shall pay the purchase price to Cogenco in accordance with wiring instructions provided to Purchaser. The total purchase price shall be paid as follows: (i) a minimum of $250,000 shall be paid on or before June 30, 2009; and (ii) the unpaid balance of the total purchase price shall be paid on or before July 31, 2009.

      1.3      Use of Proceeds . Cogenco intends to use approximately $70,000 received from the Purchaser as working capital for itself, pay $135,000 to Genesis Capital Management Limited (“GCM”) as a finder’s fee pursuant to an agreement between Cogenco and GCM, and lend the balance of the proceeds from the sale of the Purchased Shares (expected to be approximately $2,495,000 to GCM, which to the Knowledge of Cogenco, will use the funds: (i) to repay approximately $185,900 of indebtedness owed by GCM to Cogenco, and the balance for general working capital purposes for itself and certain of its subsidiary or related entities including (without limitation, the entities described in the attached promissory note). The parties acknowledge that under United States law, Cogenco will have to maintain appropriate controls over the expenditure of the funds by itself and GCM to ensure compliance with the Foreign Corrupt Practices Act, the USA Patriot Act, and other United States laws.

      1.4      Related Party Transaction . The Purchaser understands that the Company’s largest shareholder, Genesis Investment Funds Limited, is controlled by GCM, and this loan can be considered to be a related party transaction. Cogenco cannot offer any assurance that any funds lent to GCM will be sufficient to permit it, or any subsidiary or related entity of GCM, will be sufficient for GCM to carry on its planned business operations. Further, Cogenco cannot offer any assurance that GCA will be able to fully and timely repay any funds Cogenco may lend to GCA. Cogenco plans to loan the funds to GCM pursuant to the promissory note that is attached as an exhibit to this subscription agreement but, in general, Cogenco will have little ability to control GCM’s activities or operations. GCM has provided Cogenco and the Purchaser with copies of GCM’s most recent financial statements which reflect its financial condition and results of operations through its most current fiscal period. Furthermore, the Purchaser acknowledges that the terms of the loan were not negotiated at arms’-length. By purchasing Cogenco common stock, the Purchaser represents that he has discussed the investment and the use of funds with GCM as well as Cogenco, and further acknowledges and approves of the use of proceeds of the Purchaser’s investment.

1.5      Closing.

      (a)      Subject to the satisfaction or waiver of the conditions set forth in Articles IV and V, the subscription for and issuance of the Purchased Shares shall take place at Cogenco’s principal offices (or as Cogenco may otherwise designate), or at such other times and places as the parties shall agree. The parties agree that there may be one or more closings under this agreement (each a “Closing”).

      (b)      Delivery . Cogenco will prepare a stock certificate in the name of Purchaser for the total number of shares purchased and shall deliver the certificate to Purchaser on the Closing against payment of the Purchase Price, by certified check or wire transfer payable to the Company or its designated agent.

2

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF COGENCO

Cogenco represents and warrants to Purchaser as follows:

      2.1      Corporate Existence and Power . Cogenco (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) has all requisite power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently, or is proposed to be, engaged; (c) is not qualified as a foreign corporation in any other state, and (d) has the corporate power and authority to execute, deliver and perform its obligations under this Agreement. Cogenco has no Subsidiaries.

      2.2      Authorization; No Contravention . The execution, delivery and performance by Cogenco of this Agreement and the transactions contemplated hereby and thereby (a) have been duly authorized by all necessary corporate action; (b) do not contravene the terms of the Articles of Incorporation or the By-laws; (c) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both result in any breach, default or contravention of), or the creation of any Lien under, any Contractual Obligation of Cogenco or any Requirement of Law applicable to Cogenco; (d) do not give rise to any right of another party thereto to accelerate, terminate or otherwise modify any Contractual Obligation and (e) do not violate any judgment, injunction, writ, award, decree or order of any nature (collectively, “Orders”) of any Governmental Authority against, or binding upon, Cogenco.

      2.3       Governmental Authorization; Third Party Consents . Except for compliance with securities laws in connection with the offer and sale of the Purchased Shares, no approval, consent, compliance, exemption, authorization, confirmation, transfer or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Purchased Shares) by, or enforcement against, Cogenco of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby.

      2.4      Binding Effect . This Agreement and each of the other Transaction Documents has been duly executed and delivered by Cogenco, and constitutes the legal, valid and binding obligations of each such entity, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

      2.5      Litigation . There are no actions, suits, proceedings, claims, complaints, disputes, arbitrations or investigations (collectively, “ Claims ”) pending or, to the Knowledge of Cogenco, threatened, at law, in equity, in arbitration or before any Governmental Authority against or involving Cogenco nor to the Knowledge of Cogenco is there any basis for any of the foregoing. The foregoing includes, without limitation, Claims pending or, to the Knowledge of Cogenco, threatened or any basis therefor known by Cogenco involving the prior employment of any employee of Cogenco, their use in connection with the

3

business of such entity of any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers. No Order has been issued by any court or other Governmental Authority against Cogenco or any of Cogenco’s assets, including any Order purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any of the other Transaction Documents.

2.6      Compliance with Laws .

      (a)      Except as provided herein or in the Disclosure Documents, Cogenco is in compliance with all Requirements of Law and all Orders issued by any court or Governmental Authority against or affecting such entity or its assets. To Cogenco’s Knowledge, there is no existing or proposed Requirement of Law which could reasonably be expected to prohibit or restrict Cogenco from, or otherwise materially adversely effect Cogenco in, conducting its Business in any jurisdiction in which it now conducts or proposes to conduct its Business.

      (b)      Cogenco has all material licenses, permits, registrations and approvals of any Governmental Authority (collectively, “ Permits ”) that are necessary or required for the conduct of the Business; Cogenco holds or will acquire such Permits and have made or will make all filings necessary for the conduct of their Business; such Permits as have been obtained are in full force and effect; and no material violations or notices of any violations or deficiencies are or have been received or recorded in respect of any Permit.

      (c)      No material expenditure is presently required by Cogenco to comply with any existing Requirement of Law or Order.

2.7      Capitalization .

      (a)      The Company currently has 600 million shares of stock authorized, of which 500 million are shares of Common Stock and 100 million are shares of preferred stock. As of June 15, 2009 there are 1,233,000 shares of common stock outstanding and no shares of preferred stock outstanding.

      (b)      There are no options, warrants, conversion privileges, subscription or purchase rights (including any preemptive rights) or other rights outstanding to purchase or otherwise acquire (i) any authorized but unissued, unauthorized or treasury shares of Cogenco, (ii) any Share Equivalents or (iii) other securities of Cogenco, and there are no commitments, contracts, agreements, arrangements or understandings by Cogenco to issue any shares of Cogenco or any Share Equivalents or other securities of Cogenco.

      (c)      The Purchased Shares will, as of the Closing, have been duly authorized, and when issued and sold to Purchaser after payment therefor, will be validly issued, fully paid and non-assessable and not subject to any preemptive or similar rights, will be issued in compliance with the registration and qualification requirements of all applicable securities laws and will be free and clear of all other Liens. All of the issued and outstanding shares of Common Shares are duly authorized, validly issued, fully paid and non-assessable.

      2.8       No Default or Breach; Contractual Obligations . Since April 1, 2008, Cogenco has not received notice of a default and is not in default under, or with respect to, any Contractual Obligation nor does any condition exist that with notice or lapse of time or both would constitute a default or cause the acceleration of any of the obligations of any such entity thereunder.

4

      2.9      Real Estate . Cogenco does not own any real property. Cogenco leases certain office space at its principal place of business from an unaffiliated party.

      2.10      Charter Documents and Corporate Records . Cogenco has offered to provide to Purchaser true and complete copies of the Articles of Incorporation and Bylaws of Cogenco as in effect on the date hereof (which documents are also filed with the Securities and Exchange Commission). The minute books, or comparable records, of Cogenco are also available to Purchaser at its request and contain true and complete records of all meetings and resolutions of the Board of Directors (and any committee thereof) and shareholders of such entities since the time of organization of such entities and accurately reflect all transactions referred to in such minutes and consents in lieu of meeting.

      2.11      Financial Statements . Cogenco’s Disclosure Documents contain financial statements as described therein.

2.12      Taxes .

      (a)      Cogenco has paid all Taxes which have come due and are required to be paid by it through the date hereof, other than Taxes being disputed in good faith for which adequate reserves have been specifically made on the most recent balance sheet delivered to Genesis;

      (b)      Cogenco has timely filed or caused to be filed Tax Returns that it is required to have filed, and all such Tax Returns and other filings are accurate and complete in all material respects;

      (c)      with respect to all Tax Returns of Cogenco, (i) there is no assessment or reassessment proposed or, to the Knowledge of Cogenco, threatened against Cogenco other than assessment in the normal course of filing of Cogenco and (ii) no audit is in progress with respect to any Tax Returns and Cogenco has never been subject to any such audit, no extension of time is in force with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement is in force for the extension of time for the assessment or payment of any Tax;

      (d)      there are no Liens for Taxes on the assets of Cogenco;

      (e)      Cogenco has no liability for Taxes of any Person other than itself;

      (f)      Cogenco has not been and no such entity is in violation (or with notice would be in violation) of any applicable Requirement of Law relating to the payment or withholding of Taxes;

      (g)      Cogenco has duly and timely withheld from employee, officer or director salaries, wages, and other compensation and paid over to the appropriate taxing authorities all material amounts required to be so withheld and paid over for all periods under all applicable laws;

      (h)      there is no contract, agreement, plan or arrangement covering any Person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by Cogenco; and

5

      (i)      Cogenco will not have any liability on or after the date hereof under any Tax sharing agreement or similar contract to which they have been a party, and all such Tax sharing agreements in effect before the date hereof shall terminate and be of no further force and effect as of the date hereof.

      2.13      No Material Adverse Change; Ordinary Course of Business . Other than as contemplated herein or in the Disclosure Documents,

      (a)      There has not been a Material Adverse Effect other than Cogenco’s continuing expenditure of funds to meet its contractual obligations and in efforts to develop a prototype product for demonstration;

      (b)      Cogenco has not participated in any transaction material to the Condition of Cogenco or otherwise acted outside the ordinary course of business, including, without limitation, declaring or paying any dividend or declaring or making any distribution to its Shareholders;

      (c)      Cogenco has not engaged in any related party transaction except as set forth in the Disclosure Document;

      (d)      Cogenco has not increased the compensation of any of its officers or the rate of pay of any of its employees;

       (e)      Cogenco has not created or assumed any Lien on a material asset;

      (f)       Cogenco has not entered into any Contractual Obligation, other than in the ordinary course of business or as contemplated by this Agreement; and

      (f)      There has not occurred a material change in the accounting principles or practice of Cogenco.

      2.14      Private Offering . No form of general solicitation or general advertising was used by Cogenco or representatives of Cogenco in connection with the offer or sale of the Purchased Shares or any shares offered to or purchased by the Other Purchasers. No registration of the Purchased Shares or filing of a prospectus in connection therewith, pursuant to the provisions of the Securities Act, applicable rules of the Commission, any other foreign securities laws or any state securities or “blue sky” laws, will be required by the offer, sale or issuance of the Purchased Shares or any shares offered to or purchased by the Other Purchasers. Cogenco agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Purchased Shares or any other securities of Cogenco so as to require the registration of the Purchased Shares or filing of a prospectus in connection therewith, pursuant to the provisions of the Securities Act, applicable rules and instruments of the Commission, or any state securities or “blue sky” laws.

      2.15      Employee Benefit Plans . Cogenco has not adopted any retirement, pension, supplemental pension, savings, retirement savings, retiring allowance, bonus, profit sharing, stock purchase, phantom stock, share appreciation rights, deferred compensation, severance or termination pay, change of control, life insurance, medical, hospital, dental care, vision care, drug, sick leave, short term or long term disability, salary continuation, unemployment benefits, vacation, incentive, compensation or other employee benefit plan, program, arrangement, policy or practice whether written or oral, formal or informal,

6

funded or unfunded, registered or unregistered, insured or self-insured that is maintained or otherwise contributed to, or required to be contributed to, by or on behalf of Cogenco for the benefit of current or former employees, directors, officers, shareholders, independent contractors or agents of Cogenco. Cogenco may, in the future adopt health insurance and other insurance and employee benefit plans.

      2.16      Insurance . Cogenco has no insurance policies held by or on behalf of Cogenco.

      2.17      Environmental Matters . To the Knowledge of Cogenco, Cogenco is in full compliance with all applicable Environmental Laws and, without limiting the foregoing, has not caused or permitted the release of a contaminant into the environment except in full compliance with Environmental Laws and all permits or authorizations required pursuant to Environmental Laws have been obtained, are valid and in full force. There is no civil, criminal or administrative judgment, action, suit, demand, claim, hearing, notice or violation, investigation, proceeding or demand letter pending or, to the Knowledge of Cogenco, threatened against Cogenco pursuant to Environmental Laws; and, to the Knowledge of Cogenco, there are no past or present events, conditions, circumstances, activities, practices, incidents, agreements, actions, omissions or plans which could reasonably be expected to prevent full compliance with, or which have given rise to or will give rise to liability under, Environmental Laws.

      2.18      Broker’s, Finder’s or Similar Fees . There are no brokerage commissions, finder’s fees or similar fees or commissions payable by Cogenco in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with Cogenco, except that Cogenco is obligated to pay GCM a fee equal to 5% of the total purchase price for the Purchased Shares.

      2.19      Disclosure . The Disclosure Documents are accurate and complete in all material respects as of the dates such documents were filed with the Securities and Exchange Commission.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Cogenco, as follows:

      3.1      Existence and Power . Purchaser, (a) if Purchaser is a non-natural person, is duly organized and validly existing under the laws of the jurisdiction of its formation and (b) has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and to complete the transactions herein contemplated.

      3.2      Authorization; No Contravention . The execution, delivery and performance by Purchaser of this Agreement and each of the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, (a) have been duly authorized by all necessary action, (b) if Purchaser is a non-natural person, do not contravene the terms of Purchaser’ organizational documents, or any amendment thereof, and (c) do not violate, conflict with or result in any breach or contravention of, or the

7