Exhibit 10.2
SHARE EXCHANGE
AGREEMENT
THIS Agreement
made as of the 5 th
day of September, 2007
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GLOBAL
BIODIESEL LTD. , a
corporation duly constituted under the laws of the state of Nevada,
USA, and having an office at 1, place Ville Marie, suite 2818,
Montreal (Quebec), H3B 4R4
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(hereinafter
“ Global”
) OF
THE FIRST PART
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_____________ , a resident of the province of ________,
residing at __________________________
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(hereinafter
“ Shareholder
”)
OF THE SECOND PART
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The
Shareholder holds a total of ________ shares of common stock
(the “Methes Shares” ) of Methes
Energies Inc. (“ Methes ”), a corporation duly
constituted under the laws of the province of Ontario;
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Global wishes to purchase from the Shareholder ,
and the Shareholder wishes to sell to Global, the
Methes Shares in exchange for an equal number of shares of common
stock of Global, (the “ Global
Shares ”) subject to the terms and conditions
set forth in this Agreement.
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NOW THEREFORE
in consideration of the covenants, representations and warranties
set forth herein and as such other further consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
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Purchase
and Sale . The
Shareholder hereby agrees to sell and transfer to
Global, and Global hereby agrees to acquire from the
Shareholder , the Methes Shares in exchange for the
Global Shares which Global agrees to deliver to the
Shareholder.
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Covenants
of
Global .
Global covenants and agrees with the Shareholder to
do the following at or prior to the Closing Date (as hereinafter
defined) and prior to the completion of the transactions
contemplated in section 1:
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to comply with
all applicable securities and corporate laws and regulatory
requirements.
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Representations and Warranties of
Global.
Global represents and
warrants the following to the Shareholder :
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a .
Global is duly incorporated under the laws of the State of
Nevada, United States of America, is validly existing and in good
standing under such laws, and has no subsidiaries or equity
interests in any other companies or entities;
b. the
authorized capital of Global consists of 75,000,000 common
shares, $0.001 par value (the
“Global Shares” herein);
c. all
of the currently issued and outstanding shares of Global
have been issued in compliance with applicable federal and state
securities laws, including but limited to the registration
requirements of Section 5 of the United States Securities Act
of 1933, as amended (the “1933 Act”) or an
exemption therefrom;
d. all
of the currently issued Methes Shares are validly issued and
are fully paid and non-assessable and the Global Shares to
be issued at Closing (as hereinafter defined) will, on issuance, be
validly issued as fully paid and non-assessable and the Global
Shares will at Closing be free and clear of all restrictions on
transfer (other than restrictions under applicable securities laws
or as otherwise contemplated in this Agreement), liens, charges and
encumbrances;
e.
it is the intent of Global to apply to have the
Global Shares quoted on the National Association of
Securities Dealer’s (“NASD”) Over The Counter
Bulletin Board (“OTCBB”);
f.
Global has the power and authority to carry on its business
as and where it is presently conducted;
g.
Global has good and sufficient authority to enter into this
Agreement on the terms and conditions set forth herein;
h. the
execution and delivery of this Agreement and the transactions
contemplated herein have been duly authorized and approved by the
board of directors and the shareholders of Global
. No other corporate act or proceeding on the part of
Global is necessary to authorize this
Agreement. This Agreement constitutes a legal, valid and
binding agreement of Global enforceable in accordance with
its terms;
i.
neither the execution nor delivery of this Agreement nor the
consummation of the transactions contemplated hereby will conflict
in any material respect with, or result in any material breach of,
the terms, conditions, or provisions of or will constitute a
material default under the Articles of Incorporation or resolutions
of Global or any instrument, agreement or contract to which
it is party or by which it is bound;
j.
no consent, approval or authorization of, or declaration, filing or
registration with, any governmental or regulatory authority is
required in connection with the execution, delivery and performance
of this Agreement by Global and the consummation of the
transactions contemplated hereby, except for such notices of the
transactions contemplated herein as may be required by the
OTCBB;
k.
there are no suits, actions, litigation, arbitration proceedings or
government or regulatory proceedings or investigations outstanding,
in progress, pending or, to the best of Global ’s
knowledge, threatened against or relating to Global which
might materially and adversely affect Global ;
l.
Global is not subject to any judgment, order or decree
entered in any lawsuit or proceeding which might materially and
adversely affect Global ;
m. all
material transactions of Global have been properly recorded
or filed in or with its books and records and the minute book of
Global contains records of all meetings and proceedings of
the shareholders and directors of Global ;
n.
Global has duly filed all federal, state, local and foreign
tax report’s and returns required to be filed by it and has
duly paid all taxes and other charges due or claimed to be due from
it by federal, state, local and foreign taxing authorities.
Further, there are no tax liens upon any property or assets of
Global . No state of facts exist which would constitute
grounds for the assessment of any tax liability by the state,
local, or foreign tax authorities. All deficiencies and
assessments, if any, resulting from any examination of state, local
and foreign tax returns and reports of Global , if any, have
been paid. There are no outstanding agreements or waivers extending
the statutory period of limitation applicable to any federal,
state, local, or foreign tax return or report for any
period;
o.
Global is in compliance with all laws, regulations and
orders applicable to its business. Global has not received
any notification that it is in violation of any law, regulation or
order and no such violation exists. Neither Global nor any
of its employees or agents, to the best of their knowledge, has
made any payments to any persons which violate any statute or
law;
p. all
agreements, understandings, instruments, contracts or proposed
transactions to which Global is a party or by which it or
any of its assets is bound which may involve any material
obligations outside the ordinary course of its business have been
disclosed to the Shareholder ;
q. Global is
not in violation of or in default under its constating documents,
or any material provision of any contract, sales commitment,
licence, purchase order, encumbrances, note, deed, lease, agreement
or instrument, or any order, judgment or decree, relating to its
business or the issued Methes share, or by which
Global is bound, or in the payment of any of the monetary
obligations of Global or debts relating to its business and
there exists no condition or event which, after notice or lapse of
time or both, would result in any such violation or
default;
r. Global is
managed by its directors and officers, but has no emp
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