Peace Oil Corp.


    EXHIBIT
      10.1

     

     

    
      

    

    


     

    FIRST
      AMENDMENT

     

    TO

     

    STOCK
      PURCHASE AGREEMENT

     

    Made
      as of the 30th
      day of November, 2006

     

    


     

      
        

      

    

     

     

     

     

     

     

    


     

    MARCH
      2, 2007

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    


    FIRST
      AMENDMENT TO 

    STOCK
      PURCHASE AGREEMENT

    


    


    THIS
      AMENDING AGREEMENT is made effective as of the 2nd
      day of
      March, 2007.

    


    AMONG:

     

    COLD
      FLOW ENERGY ULC,
      a
      corporation incorporated under the laws of Alberta (“Purchaser”)

     

    -
      and
      -

     

    SURGE
      GLOBAL ENERGY, INC.,
      a
      corporation incorporated under the laws of Delaware (“Surge”)

     

    -
      and
      -

     

    PEACE
      OIL CORP.,
      a
      corporation incorporated under the laws of Alberta (“Target
      Company”)
      

     

    -
      and
      -

     

    1229679
      ALBERTA INC., 1216848 ALBERTA LTD., JEFF CAIRNS (individually and as trustee
      of
      the CAIRNS FAMILY TRUST), DALE FISHER (individually and as trustee of the FISHER
      FAMILY TRUST), PAUL JACOBSON (as trustee of the STOUTHEARTED TRUST), PETER
      LIU
      (as trustee of the LIU FAMILY TRUST) and EDWARD MA (as trustee of the MA FAMILY
      TRUST),
      the
      shareholders of Target Company (each a “Shareholder”
and
      collectively, “Shareholders”)

     

    


    WHEREAS
      Purchaser,
      Surge, Target Company and Shareholders (collectively, the “Parties”) have
      entered into that certain stock purchase agreement dated as of November 30,
      2006
      (the “Stock
      Purchase Agreement”);

    


    AND
      WHEREAS
      the
      Parties have considered it desirable to amend, in the manner set forth herein
      and among other things, certain provisions pertaining to the payment of the
      Purchase Price;

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSES THAT
      in
      consideration of the premises and the mutual covenants and agreements herein
      contained and contained in the Stock Purchase Agreement, and for other good
      and
      valuable consideration (the receipt and sufficiency of which is hereby
      acknowledged), the Parties agree as follows:

     

    ARTICLE
      1

    INTERPRETATION

     

    
      	1.1  	
              Amending
                Agreement

            


    

     

    “this
      Amending Agreement”, “hereto”, “herein”, “hereof”, “hereby”, “hereunder” and
      similar expressions refer to this First Amendment to Stock Purchase Agreement
      and not to any particular article, section, subsection or other subdivision
      hereof and includes any and every instrument supplemental or ancillary hereto
      or
      in implementation hereof.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	1.2  	
              Definitions

            


    

     

    Unless
      otherwise defined herein, all capitalized terms used in this Amending Agreement
      which are defined in the Stock Purchase Agreement shall, for all purposes
      hereof, have the meanings given to such terms in the Stock Purchase Agreement
      unless the context otherwise specifies or requires.

     

    
      	1.3  	
              Interpretation
                Not Affected By
                Headings

            


    

     

    The
      division of this Amending Agreement into articles and sections and the insertion
      of headings are for convenience of reference only and shall not affect the
      construction or interpretation of this Amending Agreement.

     

    ARTICLE
      2

    AMENDMENT
      TO THE STOCK PURCHASE AGREEMENT

     

    
      	2.1  	
              Amendment
                to Section 2.1

            


    

     

    Section
      2.1 of the Stock Purchase Agreement is hereby amended by deleting Section 2.1
      in
      its entirety and replacing such section with the following new Section
      2.1:

     

    

      
        	
                “2.1

                 

              	
                Purchase
                  Price, Payment. As
                  full consideration for the sale, assignment, transfer and delivery
                  of the
                  Shares by Shareholders to Purchaser, Purchaser shall deliver (or
                  cause to
                  be delivered) to Shareholders, at the Closing, an aggregate $16,350,000
                  (the “Purchase
                  Price”),
                  payable in the following manner:

              
	 	
                (a)
                  a certified cheque or bank draft of immediately available funds
                  in an
                  aggregate amount of $600,000, such amount representing the Escrow
                  Amount;

                 

              
	
                 

                 

              	
                (b)
                  a certified cheque, bank draft or wire transfer of immediately
                  available
                  funds in an aggregate amount of $150,000, less accrued interest
                  on the
                  Escrow Amount;

                 

              
	
                 

                 

              	(c)
                a promissory note with an aggregate face amount of $1,500,000, bearing
                interest at the rate of 7% per annum, due and payable on June 30,
                2007
                unless earlier paid in full at Purchaser’s option (the “First Promissory
                Note”)
                and addressed to Newco;
	
                 

                 

              	
                (d)
                  a promissory note with an aggregate face amount of $1,000,000,
                  bearing
                  interest at the rate of 7% per annum, due and payable on July 30,
                  2007
                  unless earlier paid in full at Purchaser’s option (the “Second Promissory
                  Note”)
                  and addressed to Newco;

              


      


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      


      
        	 	
                (e)
                  a
                  promissory note with an aggregate face amount of $1,500,000, bearing
                  interest at the rate of 7% per annum, due and payable on July 30,
                  2007
                  unless earlier paid in full at Purchaser’s option (the “Third
                  Promissory Note”
                  and collectively with the First Promissory Note and the Second
                  Promissory
                  Note, the “Promissory
                  Notes”)
                  and addressed to Newco;

              
	 	
                (f)
                  a
                  promissory note with an aggregate face amount of $1,600,000, bearing
                  no
                  interest, due and payable on December 31, 2007 unless earlier paid
                  in full
                  at Purchaser’s option (the “Granite
                  Note”)
                  and addressed to Newco; and

              
	 	
                (g) certificates
                  for an aggregate 8,965,390 exchangeable shares in the capital of
                  Purchaser
                  (the “Exchangeable
                  Shares”),
                  it being expressly acknowledged and agreed that such Exchangeable
                  Shares
                  shall be delivered to the Escrow Agent on behalf of the Shareholders
                  at
                  Closing, to be held by the Escrow Agent in accordance with a closing
                  escrow agreement substantially in the form attached hereto as Exhibit
                  2.1
                  (the “Closing
                  Escrow Agreement”)
                  and that, in the event the Escrow Agent is obligated to return
                  the
                  Exchangeable Shares to Surge pursuant to the Closing Escrow Agreement,
                  such Exchangeable Shares shall automatically be cancelled and the
                  Shareholders’ entire right, title and interest in and to the Exchangeable
                  Shares shall extinguish, without payment of any consideration to,
                  or any
                  right of compensation in favour of, the
                  Shareholders”.

              


      

    

     

    
      	2.2  	
              Amendment
                to Section 2.2

            


    

     

    Section
      2.2 of the Stock Purchase Agreement is hereby amended by deleting Section 2.2
      in
      its entirety and replacing such section with the following new Section
      2.2:

     

    “2.2 Allocation
      of Purchase Price. The
      Purchase Price, except for the amount represented by the Granite Note, shall
      be
      allocated among Shareholders in the proportion set out under the column entitled
      “Allocation of Purchase Price” adjacent to each Shareholder’s name as set forth
      on the Schedule of Shareholders.

     

    
      	2.3  	
              Supplement
                to Section 4.2

            


    

     

    Section
      4.2 of the Stock Purchase Agreement is hereby supplemented by inserting a new
      subsection 4.2(h) as follows:

     

    “(h) Other
      Agreements. The
      Closing Escrow Agreement fully executed by Newco.”

     

    
      	2.4  	
              Amendment
                to Subsection 4.3(a) and
                (f)

            


    

     

    Subsections
      4.3(a) and (f) of the Stock Purchase Agreement are hereby amended by deleting
      subsections 4.3(a) and (f) in their entirety and replacing such subsections
      with
      the following new subsection 4.3(a) and (f), respectively:

     

    

      
        	
                “(a)

                 

              	
                Wire
                  Transfer. A
                  wire transfer to Burstall Winger LLP on behalf of the Shareholders
                  on or
                  before the Closing Date, in an amount equal to the amount set forth
                  in
                  subsection 2.1(b) and representing, together with the Escrow Amount
                  and
                  any accrued interest thereon, and the amounts set forth in subsections
                  2.1(c), (d), (e) and (f), the aggregate cash component of the Purchase
                  Price to be allocated among Shareholders pursuant to Section
                  2.2;

              
	
                (f)

                 

              	
                Other
                  Agreements. The
                  Exchange Agreement, the Support Agreement, the Closing Escrow Agreement,
                  the Promissory Notes, the Granite Note, fixed and floating charge
                  debentures addressed to Newco from each of the Purchaser, the Target
                  Company and Surge in the amount of $4,000,000 (the “Debentures”)
                  in the form attached as Exhibit 4.3(f)(I), a conveyance (the “Conveyance”)
                  back of the Assets in the form attached as Exhibit 4.3(f)(II),
                  a gross
                  overriding royalty agreement (the “GORR
                  Agreement”)
                  in the form attached as Exhibit 4.3(f)(III), guarantees (the “Guarantees”)
                  in the form attached as Exhibit 4.3(f)(IV) and a pledge agreement
                  (the
                  “Pledge
                  Agreement”
                  and, collectively with the Debentures, the Promissory Notes, the
                  GORR
                  Agreement, the Conveyance, and the Guarantees, the “Security
                  Documents”)
                  in the form attached as Exhibit
                  4.3(f)(V).

              


      

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	2.5  	
              Supplement
                to Section 4.3

            


    

     

    Section
      4.3 of the Stock Purchase Agreement is hereby supplemented by inserting a new
      subsection 4.3(h) as follows:

     

    “Section
      4.3(h) a wire transfer to Burstall Winger LLP on behalf of the Shareholders,
      in
      amount equal to $20,000, such amount the legal fees incurred by the Shareholders
      in connection with the preparation of this agreement and certain ancillary
      agreements”.

     

    


    
      	2.6  	
              Amendment
                to Subsection 6.2(a)

            


    

     

    Subsection
      6.2(a) of the Stock Purchase Agreement is hereby amended by deleting Subsection
      6.2(a) in its entirety and replacing such subsection with the following new
      Subsection 6.2(a):

     

    “6.2  Capitalization.

     

    

      
        	
                (a)

                 

              	
                The
                  authorized capital of Purchaser consists of an unlimited number
                  of Common
                  Shares and an unlimited number of Exchangeable Shares (collectively,
                  “Purchaser
                  Stock”),
                  of which 1,000 Common Shares designated in the name of Callco and
                  no
                  Exchangeable Shares are and will be, immediately prior to Closing,
                  issued
                  and outstanding. No other shares of capital stock or securities
                  of
                  Purchaser are issued or
                  outstanding.”

              


      

    

     

     

    
      	2.7  	
              Amendment
                to Section 6.3

            


    

     

    Section
      6.3 of the Stock Purchase Agreement is hereby amended by deleting Section 6.3
      in
      its entirety and replacing such subsection with the following new Section
      6.3:

     

    


    “6.3  Authority;
      Binding Nature of Agreements.

     

    Purchaser
      has all requisite corporate power and authority to execute and deliver this
      Agreement, the Security Documents to which it is a party and all other
      Transaction Agreements to which it is a party and to carry out the provisions
      of
      this Agreement, the Security Documents to which it is a party and the other
      Transaction Agreements. The execution, delivery and performance by Purchaser
      of
      this Agreement, the Security Documents to which it is a party and the other
      Transaction Agreements have been approved by all requisite action on the part
      of
      Purchaser. This Agreement has been duly and validly executed and delivered
      by
      Purchaser. Each of this Agreement, the Security Documents to which it is a
      party
      and the other Transaction Agreements constitutes, or upon execution and
      delivery, will constitute, the legal, valid and binding obligation of Purchaser,
      enforceable against Purchaser in accordance with its terms, except as may be
      limited by bankruptcy, insolvency, reorganization, moratorium and other similar
      laws and equitable principles related to or limiting creditors’ rights generally
      and by general principles of equity.”

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	2.8  	
              Amendment
                to Section 8.3

            


    

     

    Section
      8.3 of the Stock Purchase Agreement is hereby amended by deleting Section 8.3
      in
      its entirety and replacing such subsection with the following new Section
      8.3:

    
 

    “8.3  Authority;
      Binding Nature of Agreements.

     

    Surge
      has
      all requisite corporate power and authority to execute and deliver this
      Agreement, the Security Documents to which it is a party and all other
      Transaction Agreements to which it is a party and to carry out the provisions
      of
      this Agreement, the Security Documents to which it is a party and the other
      Transaction Agreements. The execution, delivery and performance by Surge of
      this
      Agreement, the Security Documents to which it is a party and the other
      Transaction Agreements have been approved by all requisite action on the part
      of
      Surge. This Agreement has been duly and validly executed and delivered by Surge.
      Each of this Agreement, the Security Documents to which it is a party and the
      other Transaction Agreements constitutes, or upon execution and delivery, will
      constitute, the legal, valid and binding obligation of Surge, enforceable
      against Surge in accordance with its terms, except as may be limited by
      bankruptcy, insolvency, reorganization, moratorium and other similar laws and
      equitable principles related to or limiting creditors’ rights generally and by
      general principles of equity.”

    


    
      	2.9  	
              Amendment
                to Section 8.5

            


    

     

    Section
      8.5 of the Stock Purchase Agreement is hereby amended by deleting Section 8.5
      in
      its entirety and replacing such subsection with the following new Section
      8.5:

     

    
      	 	
            	
              
                “8.5

              

            	
              
                No
                  Subsidiaries. Other than Purchaser, Callco, Signet and
                  Cynthia, Surge does not own any shares of capital stock or other
                  securities of, or control, directly or indirectly, any other Entity
                  and
                  has never owned, beneficially or otherwise, any shares or other
                  securities
                  of, or any direct or indirect equity interest in, any
                  Entity.”

              

            


    

     

    
      	2.10  	
              Amendment
                to Exhibit A - Certain
                Definitions

            


    

     

    
      	(a)  	
              Exhibit
                A to the Stock Purchase Agreement is hereby amended by inserting
                the
                following new definition immediately following the definition for
                “Business Day”:

            


    

     

    “Callco”     shall
      mean 1294697 Alberta Ltd., a corporation incorporated under the laws of
      Alberta;”

     

    
      	(b)  	
              Exhibit
                A to the Stock Purchase Agreement is hereby amended by inserting
                the
                following new definition immediately following the definition for
                “Miscellaneous Interests”:

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    “Newco”     shall
      mean 1304146 Alberta Ltd., a corporation incorporated under the laws of
      Alberta;”

     

    
      	2.11  	
              Form
                of Closing Escrow
                Agreement

            


    

     

    The
      Stock
      Purchase Agreement is hereby supplemented by adding to the Exhibits thereto
      a
      new Exhibit 2.1 - Closing
      Escrow Agreement in
      the
      form attached hereto as Exhibit A.

     

    


    
      	2.12  	
              Form
                of Debenture

            


    

     

    The
      Stock
      Purchase Agreement is hereby supplemented by adding to the Exhibits thereto
      a
      new Exhibit 4.3(f)(I) - Debenture
      in
      the
      form attached hereto as Exhibit B.

     

    
      	2.13  	
              Form
                of Asset Transfer Back

            


    

     

    The
      Stock
      Purchase Agreement is hereby supplemented by adding to the Exhibits thereto
      a
      new Exhibit 4.3(f)(II) - Asset
      Transfer Back in
      the
      form attached hereto as Exhibit C.

     

    
      	2.14  	
              Form
                of Gross Overriding Royalty
                Agreement

            


    

     

    The
      Stock
      Purchase Agreement is hereby supplemented by adding to the Exhibits thereto
      a
      new Exhibit 4.3(f)(III) - GORR
      Agreement in
      the
      form attached hereto as Exhibit D.

     

    
      	2.15  	
              Form
                of Guarantees

            


    

     

    The
      Stock
      Purchase Agreement is hereby supplemented by adding to the Exhibits thereto
      a
      new Exhibit 4.3(f)(IV) - Guarantees
      - in
      the
      form attached hereto as Exhibit E.

     

    
      	2.16  	
              Form
                of Pledge Agreement

            


    

     

    The
      Stock
      Purchase Agreement is hereby supplemented by adding to the Exhibits thereto
      a
      new Exhibit 4.3(f)(V) -
      Pledge Agreement- in
      the
      form attached hereto as Exhibit F.

    


     

    ARTICLE
      3

    GENERAL

     

    
      	3.1  	
              Effect
                of Amending Agreement

            


    

     

    This
      Amending Agreement amends the Stock Purchase Agreement to the extent set forth
      herein, and the Stock Purchase Agreement shall, from this date forward, be
      read
      in conjunction with this Amending Agreement. The Stock Purchase Agreement and
      this Amending Agreement shall, from this date forward, have effect as if all
      the
      provisions of the Stock Purchase Agreement and this Amending Agreement were
      contained in one instrument. As amended hereby, all the terms and conditions
      as
      set forth in the Stock Purchase Agreement remain valid, binding and in full
      force and effect upon the Parties.

     

    
      	3.2  	
              Counterpart
                and Facsimile Execution


            


    

     

    This
      Amending Agreement may be executed in counterpart, each of which when so
      executed in counterpart shall have the same effect as if each Party had joined
      in executing one and the same document, and notwithstanding their date of
      execution, each counterpart shall be deemed to be dated and effective as of
      the
      day and year first set forth above. Any counterparts delivered by facsimile
      shall be deemed for all purposes to be original counterparts of this Amending
      Agreement.

     

    
      	3.3  	
              Governing
                Law

            


    

     

    This
      Amending Agreement shall, in all respects, be subject to and be interpreted,
      construed and enforced in accordance with the laws in effect within the Province
      of Alberta. Each Party hereby expressly attorns to the non-exclusive
      jurisdiction of the courts of the Province of Alberta.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	3.4  	
              Further
                Assurances

            


    

     

    Each
      of
      the Parties hereto agrees to use reasonable commercial efforts to take, or
      cause
      to be taken, all such further actions and to do, or cause to be done, all things
      necessary, proper or advisable to give effect to the true intent, meaning and
      purpose of this Amending Agreement.

     

    
      	3.5  	
              Enurement

            


    

     

    The
      provisions of this Amending Agreement shall enure to the benefit of, and be
      binding upon, the Parties hereto and their respective successors and
      assigns.

     

    [Remainder
      of Page Intentionally Blank]

     


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF
      each of
      the Parties has caused this Amending Agreement to be executed by its proper
      officers, duly authorized on its behalf, with effect as of the day and year
      first set forth above.

     

    
      	 	 	
              COLD
                FLOW ENERGY ULC

               

            
	
              By:

            	 /s/
              David Perez 
              
Authorized
              Signing Officer
	 	
               

               

            
	
              By:

            	  

              
Authorized
              Signing Officer
	 	
               

               

            
	 	 	
              SURGE
                GLOBAL ENERGY, INC.

               

            
	
              By:

            	 /s/
              David Perez 
              
Authorized
              Signing Officer
	 	
               

            
	
              By:

            	 /s/
              William Greene 
              
Authorized
              Signing Officer
	 	
               

               

            
	 	 	
              PEACE
                OIL CORP. 

               

            
	
              By:

            	 /s/ Jeff
              Cairns 
              
Authorized
              Signing Officer
	 	
               

            
	
              By:

            	 /s/ Dale
              Fisher 

              
Authorized
              Signing Officer
	 	
               

               

            
	 	 	
              1229679
                ALBERTA INC.

               

            
	
              By:

            	 /s/ Dale
              Fisher 

              

              Authorized
                Signing Officer

            
	 	
               

            
	
              By:

            	  

              
Authorized
              Signing Officer
	 	
               

               

            
	 	 	
              1216848
                ALBERTA LTD.

               

            
	
              By:

            	 /s/ George
              Brown 
              
Authorized
              Signing Officer
	 	
               

            
	
              By:

            	  

              
Authorized
              Signing Officer
	 	
               

            


    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    


    
      	 	 	 
	
                

                

              

              Witness

               

            	 	
              /s/
                Jeff Cairns 
                
Jeff
                Cairns individually and as trustee of the Cairns Family Trust

               

            
	 	 	 
	
               

                

              

              Witness

               

            	 	
               /s/
                Dale Fisher 

                

              

              Dale
                Fisher individually and as trustee of the Fisher Family Trust

               

            
	 	 	 
	
               

                

              

              Witness

               

            	 	
              /s/
                Paul Jacobson 
                
Paul
                Jacobson as trustee of the Stouthearted Trust

               

            
	 	 	 
	
              /s/
                signature
                

              

              Witness

               

            	 	
              /s/
                Peter Liu
                

              

              Peter
                Liu as trustee of the Liu Family Trust

               

            
	 	 	 
	
              /s/
                signature
                

              

              Witness

               

            	 	
              /s/
                Ming Ma
                

              

              Ming Ma
                as trustee of the Ma Family Trust

               

            


    

    


     
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