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ACQUISITION OF SHARES

Stock Purchase Agreement

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This Stock Purchase Agreement involves

Australian Oil & Gas Corporation

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Title: ACQUISITION OF SHARES
Date: 2/17/2009
Industry: Oil and Gas Operations     Sector: Energy

ACQUISITION OF SHARES, Parties: australian oil & gas corporation
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                                                                    Exhibit 10.4
________________________________________________________________________________




                             Ernest Geoffrey Albers


                                        to


                        Australian Oil & Gas Corporation




________________________________________________________________________________


                              ACQUISITION OF SHARES
                       COMPLIANCE WITH U.S. SECURITIES LAW
                          (Effective February 17, 2009)


________________________________________________________________________________










________________________________________________________________________________

<PAGE>
                               ACQUISITION OF SHARES

                      COMPLIANCE WITH U.S. SECURITIES LAWS


THIS AGREEMENT is made to take effect from the 17th day of February 2009


BETWEEN         ERNEST GEOFFREY ALBERS of Level 21, 500 Collins Street, Melbourne
               Victoria 3000 (hereinafter called "Albers") of the one part

AND             AUSTRALIAN OIL & GAS CORPORATION (incorporated in Delaware, USA)
               of 21st Floor, 500 Collins Street, Melbourne, Victoria 3000
               (hereinafter called "AOGC") of the other part.

WHEREAS:

1.    Albers 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 Albers as
      consideration for his services and Albers 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 Albers. Albers 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;


<PAGE>
     (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-a  


 
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