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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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