surge_8k-ex1084.htm


    Exhibit 10.84

     

    
      GRANTING
OF PUT OF SHARES

      AND
RELATED TRANSACTIONS

      CLOSING
AGENDA

       

      DATE:                   June
25, 2008

       

      
        	
                PLACE:

              	
                Offices
      of Hungerford Tomyn Lawrenson and
Nichols

              


      

       

      
        	
                 
      

              	
                1100
      – 925 West Georgia Street

              


      

       

      
        	
                 
      

              	
                Vancouver,
      BC  V6C 3L2

              


      

       

      PARTIES
PARTICIPATING

       

      IN
THE CLOSING:

       

      CPO Acquisition Corp. (“CPO”)
represented by Craig Nerland

       

      Peace Oil Corp. (“Peace”)
represented by E. Jamie Schloss

       

      Cold Flow Energy ULC (“Cold
Flow”) represented by E. Jamie Schloss

       

      · (“Peace
Director”)

       

      McCarthy Tétrault LLP (“MT”)
represented by Robert McCue/ Kara Morris/ Peter Pagnan

       

      Hungerford Tomyn Lawrenson and
Nichols (“HTLN”) represented by R.J. MacRae

       

      A. Cold Flow
is the holder of all of the issued and outstanding shares in the share capital
of Peace being:

       

      
        	
                1.  

              	
                800
      Class “A” Common Shares; and,

              


      

       

      
        	
                2.  

              	
                6,333,332
      Class “I” Preferred Shares;

              


      

       

      B. CPO is
prepared to grant a put option (the “Put”) to Cold Flow whereby Cold Flow could
require CPO to acquire the Peace Shares on terms and on the date set out in the
Put;

       

      All
documents listed below, including cheques or other instruments representing
payment, are to be tabled and held in escrow until the parties have agreed that
all documents tabled are satisfactory and that all acts to be performed at the
closing have been satisfactorily performed. When all of the parties are
satisfied with the documentation, each of the parties shall indicate its
agreement that the escrow be terminated, whereupon each of the documents so
tabled shall be released from escrow to the party or parties entitled thereto
and the closing shall terminate. Termination of the closing without protest that
all deliveries or payments have not been completed is conclusive evidence that
the same have been completed.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
         

      

      
        	 
      	
                Document

              	
                Tabled
      By

              
	
                A. 

                 

              	
                Share
      Put Agreement

              	 
      
	
                1. 

                 

              	
                Resolutions
      of the Director of CPO resolving to enter into Put [HTLN]

              	
                CPO
      Director

              
	
                2. 

                 

              	
                Resolutions
      of the Directors of Cold Flow resolving to enter into Put
    [MT]

              	
                Cold
      Flow Director

              
	
                3. 

                 

              	
                Resolutions
      of the Directors of Peace consenting to the transfer of Peace Shares as
      contemplated by the Put if it is exercised [MT]

              	
                Peace
      Directors

              
	
                4. 

                 

              	
                Put
      Agreement re purchase of Peace Shares from Cold Flow
[HTLN]

              	
                Cold
      Flow & CPO

              
	
                B. 

                 

              	
                Directors
      – Appointments/Removal

              	
                Parties

              
	
                1. 

                 

              	
                Consent
      of · to Act as
      new director of Peace [MT]

              	
                ·

              
	
                2. 

                 

              	
                Resolutions
      of Cold Flow as shareholder of Peace removing directors and appointing
      · as sole
      director of Peace [MT]

              	
                Cold
      Flow Director

              
	
                3. 

                 

              	
                Resolution
      of director of Peace removing officers and appointing · as President/
      Secretary of Peace [MT]

              	
                Peace
      Director

              
	
                4. 

                 

              	
                Notice
      to Alberta Registrar of Corporations re: removals of directors and
      appointments of officer [MT]

              	
                MT

              
	
                C. 

                 

              	
                Undertaking

              	 
      
	
                1. 

                 

              	
                Undertaking
      of · to Cold
      Flow as director of Peace re: non-interference with previous corporate
      acts [HTLN]

              	
                ·

              


      

      


       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    
      
         

        THIS SHARE PUT AGREEMENT MADE the 25th day of
June, 2008.

         

        BETWEEN:

         

        CPO
ACQUISITION
CORP., a corporation duly incorporated under the laws of British Columbia;

         

        (the “Purchaser”)

         

        AND:

         

        COLD
FLOW
ENERGY ULC, an
unlimited liability corporation duly incorporated under the laws of Alberta;

         

        (the “Vendor”)

         

        AS:

         

        A. The Vendor owns all of the issued
and outstanding shares in the share capital of Peace Oil Corp. being 800 Class “A” Shares and 6,333,332 Class “I”
Shares.

         

        B. The Purchaser is prepared upon the terms set
forth in this Agreement to grant to the
Vendors the right to require the Purchaser
to purchase the Shares.

         

        IT
IS AGREED AS FOLLOWS:

         

         

        ARTICLE 1

        DEFINITIONS

         

        
          	
                  1.1  

                	
                  Definitions.  In
      this Agreement including the Recitals, terms and expressions shall have the
      following meanings:

                


        

         

        
          	
                  (a)  

                	
                  “Affiliate” has the meaning assigned to it
      in the Business Corporations
      Act of British
  Columbia;

                


        

         

        
          	
                  (b)  

                	
                  “Agreement”
      means this Share Put Agreement,
      including all Schedules to it;

                


        

         

        
          	
                  (c)  

                	
                  “Business Day” means a day on which banks
      are generally open for the transaction of commercial business in Vancouver, British
      Columbia;

                


        

         

        
          	
                  (d)  

                	
                  “Class A Shares” means the 800 Class “A”
      Shares in the share capital of the Company;

                


        

         

        
          	
                  (e)  

                	
                  “Class I Shares” means the 6,333,332 Class “I” Shares in the share
      capital of the Company;

                


        

         

        
          	
                  (f)  

                	
                  “Closing” means the closing of the purchase
      and sale of the Put Shares pursuant to the exercise of
      the Put on the Closing
      Date;

                


        

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
          	
                  (g)  

                	
                  “Closing Date” means the fifth Business Day following the day on which the Notice of Exercise is delivered to the Purchaser (or such earlier date as the Vendor and the Purchaser may
      agree);

                


        

         

        
          	
                  (h)  

                	
                  “Company” means Peace
      Oil Corp., a corporation formed pursuant to the laws of Alberta;

                


        

         

        
          	
                  (i)  

                	
                  “Non capital loss” and “Taxation Year” each have the meanings ascribed them in the
      Income Tax Act (Canada) as it may be
amended;

                


        

         

        
          	
                  (j)  

                	
                  “Notice of Exercise” means
      notice from the Vendor to the Purchaser requiring the Purchaser to
      purchase the Put Shares pursuant to the terms of this Agreement;

                


        

         

        
          	
                  (k)  

                	
                  “Option Period” means June 25, 2008 to June 27, 2008;

                


        

         

        
          	
                  (l)  

                	
                  “Permitted Liabilities” means all
      liabilities of the Company arising on or after the date
      of this Agreement with the consent
      of the Director appointed on the date of this Agreement;

                


        

         

        
          	
                  (m)  

                	
                  “Purchase Price” means a total of
      $13,119,000, being allocated:

                


        

         

        
          	
                  (i)  

                	
                  $6,785,668 for the Class A Shares;
      and

                


        

         

        
          	
                  (ii)  

                	
                  $6,333,332 for the Class
      I Shares;

                


        

         

        
          	
                  (n)  

                	
                  “Purchaser” means CPO
      Acquisition Corp.;

                


        

         

        
          	
                  (o)  

                	
                  “Put” means the right granted by the Purchaser to the Vendor pursuant to paragraph 2.1;

                


        

         

        
          	
                  (p)  

                	
                  “Put Shares” means 800 Class “A” Shares and
      6,333,332 Class “I” Shares in the
      share capital of the Company, being all of the issued and outstanding shares in the Company owned by the Vendor;

                


        

         

        
          	
                  (q)  

                	
                  “Taxes” means income tax (both federal and
      provincial), corporation capital taxes and related levies, penalties,
      interest, charges and assessments whatsoever payable or owed, or becoming
      payable or owed by, the Company;

                


        

         

        
          	
                  (r)  

                	
                  “Vendor” means Cold Flow
      Energy ULC; and

                


        

         

        
          	
                  (s)  

                	
                  “Vendor Debt” means one or more promissory
      notes payable by the Vendor in favour of the Company, including, without limitation, one
      for $10,176,044.

                


        

         

        
          	
                  1.2  

                	
                  Interpretation. For the
      purposes of this Agreement, except
      as otherwise expressly
provided:

                


        

         

        
          	
                  (a)  

                	
                  “this Agreement” means this Agreement, including the Schedules to
      it, as it may from time to time be supplemented or amended and in
      effect;

                


        

         

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        
          	
                  (b)  

                	
                  all references in this Agreement to a designated “Section”,
      “paragraph”, “subparagraph” or other
      subdivision, or to a Schedule, is to the
      designated Section, paragraph,
      subparagraph or other subdivision of or Schedule to this Agreement unless otherwise specifically
      stated;

                


        

         

        
          	
                  (c)  

                	
                  the singular of any term includes the plural and vice-versa
      and the use of any term is equally applicable to any gender and where
      applicable, a firm or body
corporate;

                


        

         

        
          	
                  (d)  

                	
                  the word “including” is not limiting
      (whether or not non-limiting language such as “without limitation” or “but
      not limited to” or other words of similar import are used with reference
      to it);

                


        

         

        
          	
                  (e)  

                	
                  all accounting terms not otherwise defined have the meanings
      assigned to them in accordance with generally accepted accounting
      principles applicable in Canada and applied on a basis
      consistent with prior years;

                


        

         

        
          	
                  (f)  

                	
                  any reference to a statute includes and is a reference to such
      statute and the regulations made pursuant to that statute with all
      amendments made to it and in force from time to time, and to any statute
      or regulations that may be passed which have the effect of supplementing
      or superseding such statute or such
  regulations;

                


        

         

        
          	
                  (g)  

                	
                  where the phrase “to the best of the
      knowledge of” or phrases of similar import are used in this Agreement, it will mean, and be
      construed to mean, the actual knowledge of the person or persons in
      respect of whom the phrase is used (and in the case of corporate entities,
      it means actual knowledge of the most senior officer thereof) after having
      conducted reasonable inquiry concerning the subject matter of the
      statement or disclosure;

                


        

         

        
          	
                  (h)  

                	
                  the headings to the sections and subsections of this Agreement are inserted for convenience
      only and do not form a part of this Agreement and are not intended to interpret, define or limit
      the scope, extent or intent of this Agreement or any provision of
      it;

                


        

         

        
          	
                  (i)  

                	
                  any reference to a corporate entity includes and is also a
      reference to any corporate entity that is a successor to such
      entity;

                


        

         

        
          	
                  (j)  

                	
                  the language in all parts of this Agreement will in all cases be construed as a whole and
      neither strictly for nor strictly against any of the
      parties;

                


        

         

        
          	
                  (k)  

                	
                  all references to money in this Agreement and in any financial statements to be prepared in
      accordance with the provisions of this Agreement, are or will be to lawful money of Canada;

                


        

         

        
          	
                  (l)  

                	
                  all financial statements will be prepared in accordance with
      generally accepted accounting principles using the accrual method of
      accounting applicable in Canada and applied on a basis
      consistent with prior years (and without limiting the foregoing will
      include a balance sheet, statement of earnings, statement of changes in
      financial position, and notes);
and

                


        

         

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        
          	
                  (m)  

                	
                  any reference to liability shall include liability for federal
      or provincial income taxes whether or not they have
      been assessed, or threatened to be assessed and whether or not the Vendor is aware of them or has reason to suspect they may be
      later assessed or reassessed.

                


        

         

        
          	
                  1.3  

                	
                  Attachments.  Attached
      to and forming part of this Agreement are the
following:

                


        

         

        Schedule
1:  Opinion Letter

         

         

        ARTICLE 2

        PUT OF SHARES: CLOSING

         

        
          	
                  2.1  

                	
                  Compulsory
      Purchase of Shares.  Upon the terms and conditions of
      this Agreement and in consideration
      of $10.00 now paid to the Purchaser by the Vendor, the receipt and sufficiency of which is acknowledged
      by the Purchaser, the Vendor shall
      have the right, but not the obligation, to require the Purchaser to purchase the Put Shares at and
      for the Purchase Price subject to and in accordance
      with the terms of this Agreement.

                


        

         

        
          	
                  2.2  

                	
                  Exercise of
      Put and Binding Agreement.  The Put:

                


        

         

        
          	
                  (a)  

                	
                  may be exercised at any time on or after June 25, 2008 and before June 27, 2008 by the delivery of a Notice of Exercise executed by the Vendor
      to the Purchaser at the address set out in this Agreement;
  and

                


        

         

        
          	
                  (b)  

                	
                  upon exercise, shall be deemed to create a binding agreement
      of purchase and sale of the Put Shares, between the
      Vendor and the Purchaser, and the
      Purchaser shall, subject only to the terms of this Agreement, irrevocably purchase the
      Shares from the Vendor.

                


        

         

        
          	
                  2.3  

                	
                  Purchase Price.  

                


        

         

        
          	
                  (a)  

                	
                  The Purchase Price for the Put Shares shall be paid
by:

                


        

         

        
          	
                  (i)  

                	
                  the Purchaser delivering a certified
      cheque, solicitor’s trust cheque or by electronic transmission of immediately available funds to a Canadian bank designated
      by the Vendors in the amount of the Purchase Price at Closing
      or,

                


        

         

        
          	
                  (ii)  

                	
                  at the option of the Purchaser, by the
      assignment or endorsement over of Vendor Debt (provided
      that any such Vendor Debt has been assigned to the
      Purchaser on or before the Closing
      Date), or

                


        

         

        
          	
                  (iii)  

                	
                  by a combination of immediately available
      funds (paid by delivering a certified cheque or by electronic transmission
      of immediately available funds to a Canadian bank
      designated by the Vendor or by solicitor’s trust
      cheque) and assignment and endorsement of Vendor Debt
      equal, in the aggregate, to the Purchase
      Price.

                


        

         

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          	
                  2.4  

                	
                  Time and
      Place of Closing.  The Closing will take place at the offices of Messrs. Hungerford
      Tomyn Lawrenson and Nichols in Vancouver at noon
      (Vancouver local time) on the Closing Date, or at such other time, date and place as the
      Vendor and the Purchaser may agree
      in writing.

                


        

         

        
          	
                  2.5  

                	
                  Deliveries by
      the Vendor.  At or prior
      to the Closing the Vendor will
      deliver or cause to be delivered to the Purchaser the
      following:

                


        

         

        
          	
                  (a)  

                	
                  share certificates representing the Put
      Shares, accompanied by stock powers duly executed in blank or duly
      executed instruments of
transfer;

                


        

         

        
          	
                  (b)  

                	
                  all share books, share ledgers, minute books and corporate
      seals of the Company (exclusive of same in respect to
      any predecessor corporations to the Company) unless
      other arrangements are agreed to by the Vendor and the
      Purchaser (or their respective
      solicitors);

                


        

         

        
          	
                  (c)  

                	
                  all other documents, instruments and writings required to be
      delivered by the Vendor on the Closing Date pursuant to this Agreement; and

                


        

         

        
          	
                  (d)  

                	
                  a certificate of the President of the Vendor given on the date of Closing
      certifying that the representations and warranties made by the Vendor in Article 3 continue to be true and
      correct in all material respects as of the Closing
      Date.

                


        

         

        
          	
                  2.6  

                	
                  Deliveries by
      the Purchaser. At or prior to the
      Closing the Purchaser will deliver
      the following to the Vendor:

                


        

         

        
          	
                  (a)  

                	
                  the amount of the Purchase Price payable by
      certified cheque, solicitors’ trust cheque or by wire transfer of immediately available funds and, to the extent any portion
      of the Purchase Price is paid by assignment of Vendor Debt, by assignment of Vendor
      Debt;

                


        

         

        
          	
                  (b)  

                	
                  all other documents, instruments and writings required to be
      delivered by the Purchaser on the Closing Date pursuant to this Agreement; and

                


        

         

        
          	
                  (c)  

                	
                  a certificate of an officer of the Purchaser certifying that the representations and warranties
      of the Purchaser made to the Vendor
      in Article 4 continue to be true and correct in all
      material respects as of the Closing
      Date.

                


        

         

        
          	
                  2.7  

                	
                  Conditions to
      the Obligations of the Purchaser to Close.  The
      obligation of the Purchaser to proceed with the Closing is subject to the fulfilment on or prior to the Closing Date of all of the following conditions, any one or
      more of which may be waived, in whole or in part, by the Purchaser:

                


        

         

        
          	
                  (a)  

                	
                  the Vendor shall have performed in all
      respects all of its respective agreements and covenants to be performed at
      or before Closing under this Agreement;

                


        

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  (b)  

                	
                  the Vendor shall have delivered all
      documents required pursuant to Section 2.5 of this Agreement;

                


        

         

        
          	
                  (c)  

                	
                  a legal opinion from the solicitors for the Company shall have been delivered to the Purchaser in substantially the form set out in Schedule 1 or such other form as is
      acceptable to the Purchaser’s
      solicitors;

                


        

         

        
          	
                  (d)  

                	
                  the representations and warranties of the Vendor contained in Article 3 shall be true
      in all material respects on the Closing Date;
      and

                


        

         

        
          	
                  (e)  

                	
                  there will be no actual or threatened action by any person
      seeking to prohibit or invalidate the transactions contemplated by this Agreement, or which might otherwise
      adversely affect the ability of the Purchaser to
      acquire the Put Shares as contemplated by this Agreement.

                


        

         

        
          	
                  2.8  

                	
                  Conditions to
      the Obligations of the Vendor to Close.  The
      obligations of the Vendor to proceed with the Closing is subject to the fulfilment on or prior to the Closing Date of all of the following conditions, any one or
      more of which may be waived, in whole or in part, by the Vendor:

                


        

         

        
          	
                  (a)  

                	
                  the Purchaser shall have performed in all
      material respects all its respective agreements and covenants to be
      performed at or before Closing under this Agreement;

                


        

         

        
          	
                  (b)  

                	
                  the Vendor shall have received payment of
      the Purchase
Price;

                


        

         

        
          	
                  (c)  

                	
                  the Purchaser shall have delivered all
      documents required pursuant to Section 2.6 of this Agreement;

                


        

         

        
          	
                  (d)  

                	
                  the representations and warranties of the Purchaser contained in Article 4 shall be
      true in all material respects on the Closing Date;
      and

                


        

         

        
          	
                  (e)  

                	
                  there will be no actual or threatened action by any person
      seeking to prohibit or invalidate the transactions contemplated by this Agreement, or which might otherwise
      adversely affect the ability of the Purchaser to
      acquire the Put Shares as contemplated by this Agreement.

                


        

         

         

        ARTICLE 3

        REPRESENTATIONS
AND WARRANTIES OF THE VENDOR

         

        
          	
                  3.1  

                	
                  To induce the Purchaser to enter into
      this Agreement, the Vendor represents and warrants to the Purchaser that as of the date
  hereof:

                


        

         

        
          	
                  (a)  

                	
                  The Company has been duly incorporated and
      is a valid and subsisting corporation under the laws of Alberta;

                


        

         

        
          	
                  (b)  

                	
                  The authorized capital of the Company
      consists of an unlimited number of Class “A” Shares, Class “B” Shares, Class “C” Shares, Class “D” Shares, Class “E” Shares, Class “F” Shares, Class “G” Shares, Class “H” Shares, Class “I” Shares, Class “J” Shares, Class “K” Shares
      and Class “L” Shares;

                


        

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  (c)  

                	
                  There are no issued and outstanding shares of the Company other than the  Put
      Shares;

                


        

         

        
          	
                  (d)  

                	
                  Except pursuant to this Agreement, the Put Shares have not been
      assigned, sold, pledged or hypothecated by the Vendor,
      and are free and clear of all liens, charges, pledges, claims, demands,
      security interests, adverse claims, equities and encumbrances of every
      nature and kind whatsoever;

                


        

         

        
          	
                  (e)  

                	
                  the Vendor is the sole legal and beneficial
      owner of the Put Shares and the Vendor has the absolute right, title and authority to sell,
      transfer and assign the Put Shares to the Purchaser and to enter into and perform the obligations set
      out in this Agreement;

                


        

         

        
          	
                  (f)  

                	
                  This Agreement constitutes a legal, valid
      and binding obligation of the Vendor enforceable
      against the Vendor in accordance with its terms
      except:

                


        

         

        
          	
                  (i)  

                	
                  that such enforcement may be subject to bankruptcy,
      insolvency, moratorium or similar laws affecting creditors’ rights
      generally; and

                


        

         

        
          	
                  (ii)  

                	
                  the remedy of specific performance and injunctive relief are
      subject to certain equitable defences and to the discretion of the court
      before which any proceedings therefor may be
  brought;

                


        

         

        
          	
                  (g)  

                	
                  Except for the rights and obligations of the Purchaser pursuant to this Agreement, no person has any commitment, agreement, option,
      warrant or any right or privilege, whether by law, pre-emptive or
      contractual, absolute or contingent, which is capable of becoming an
      agreement or right for the acquisition, purchase, subscription, allotment
      or issuance of any of the Put Shares or any of the
      unissued shares in the capital of the Company or of any securities in the Company
      including but not restricted to any convertible
      securities or obligations of any nature or kind
      whatsoever;

                


        

         

        
          	
                  (h)  

                	
                  There is no agreement in effect which affects the
      transferability of the Put
  Shares;

                


        

         

        
          	
                  (i)  

                	
                  This Agreement and the execution and
      delivery of it by the Vendor does not, and the
      consummation of the transactions contemplated by this
      Agreement will
not:

                


        

         

        
          	
                  (i)  

                	
                  violate any provision of or constitute a
      default under or require any consent or waiver of rights of any person, or
      any authorization or approval,
under:

                


        

         

        
          	
                  (A)  

                	
                  the Company’s constating documents (including its by-laws), or any law or regulation to which the
      Company is subject;
or

                


        

         

        
          	
                  (B)  

                	
                  any provision of any indenture, mortgage,
      lien, lease, agreement, instrument, order, arbitration award, judgment or
      decree to which the Company is a party or by which it
      or its assets or properties is bound;
or

                


        

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  (ii)  

                	
                  result in the creation of any mortgage, lien charge or
      security interest of any kind or accelerate or give any person the right
      to accelerate the due date for payment or performance of any obligation of
      the Company;

                


        

         

        
          	
                  (j)  

                	
                  There are no agreements, waivers or other arrangements
      providing for any extension of time with respect to the filing of any
      Tax return by the Company or with
      respect to the payment of any Tax or any governmental
      charge, penalty, interest or fine by the Company or
      with respect to the issuance of any Tax assessment or
      reassessment;

                


        

         

        
          	
                  (k)  

                	
                  Taxes of the Company for its
      current taxation year calculated on the assumption that such taxation year
      ended on the date of this Agreement
      will not be more than
$4,175,042;

                


        

         

        
          	
                  (l)  

                	
                  There are not any material outstanding matters of dispute or
      difference between the Company and any federal,
      provincial, territorial or municipal taxing authority, agency or
      department;

                


        

         

        
          	
                  (m)  

                	
                  The Company has made all payments required
      to be made to, or on account of, all employees and former employees,
      including all salary, vacation pay, pay in lieu of
      adequate notice of termination, benefit payments, Income Tax remittances, Workers Compensation
      premiums, employment insurance premiums, Canada Pension Plan payments and all other payments of a
      similar nature required to be made by
it;

                


        

         

        
          	
                  (n)  

                	
                  The Company has no liabilities,
      indebtedness or obligations of any kind whatsoever, whether accrued,
      determined or determinable, contingent or otherwise in respect of which
      the Company or the Purchaser may
      become liable on or after the date of this Agreement other
than:

                


        

         

        
          	
                  (i)  

                	
                  the potential liability for Taxes set out
      in Subsection 3.1(k);
and

                


        

         

        
          	
                  (ii)  

                	
                  the Permitted
    Liabilities;

                


        

         

        
          	
                  (o)  

                	
                  There are no actions, suits, judgments, investigations or
      proceedings outstanding or pending or, to the knowledge of the Vendor, threatened against or affecting the Company at law or at equity or before or by any federal,
      provincial, state, municipal or other government department, commission,
      board, bureau or agency;

                


        

         

        
          	
                  (p)  

                	
                  There are no actions, suits, judgments or proceedings
      outstanding or pending or, to the knowledge of the Vendor, threatened against or affecting the Company at law or at equity by any person or
      corporation;

                


        

         

        
          	
                  (q)  

                	
                  The Company has withheld all amounts
      required by law to be withheld from payments made by it and has remitted
      such amounts to the appropriate authorities within the time required by
      law; and

                


        

         

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        
          	
                  (r)  

                	
                  The Company has cash and Vendor Debt in an aggregate amount of not less than
      $14,473,044 being cash of $4,297,000 and Vendor Debt of
      $10,176,044.

                


        

         

         

        ARTICLE 4

        REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER

         

        
          	
                  4.1  

                	
                  The Purchaser represents and warrants to
      the Vendor
that:

                


        

         

        
          	
                  (a)  

                	
                  The Purchaser is a company validly existing under the laws of British Columbia and has all requisite corporate power and
      authority to execute, deliver and perform this Agreement.

                


        

         

        
          	
                  (b)  

                	
                  The Purchaser is not a “public corporation”
      for the purposes of the Income Tax Act (Canada).

                


        

         

        
          	
                  (c)  

                	
                  The execution and delivery of this Agreement and the consummation of the transactions
      contemplated hereby have been authorized by the board of directors of the
      Purchaser and no consent thereto of any of its
      shareholders or holders of any class of debt securities or any other
      person is required.  This Agreement
      constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser
      in accordance with its terms.

                


        

         

        
          	
                  (d)  

                	
                  This Agreement and the execution and
      delivery of it by the Purchaser does not, and the
      consummation of the transactions contemplated by this
      Agreement will
not:

                


        

         

        
          	
                  (i)  

                	
                  violate any provision of or constitute a
      default under or require any consent or waiver of rights of any person, or
      any authorization or approval,
under:

                


        

         

        
          	
                  (A)  

                	
                  the Purchaser’s articles of incorporation
      or by-laws, or any law or regulation to which the Purchaser is subject;
or

                


        

         

        
          	
                  (B)  

                	
                  any provision of any indenture, mortgage,
      lien, lease, agreement, instrument, order, arbitration award, judgment or
      decree to which the Purchaser is a party or by which it
      or its assets or properties is bound;
or

                


        

         

        
          	
                  (ii)  

                	
                  result in the creation of any mortgage, lien charge or
      security interest of any kind or accelerate or give any person the right
      to accelerate the due date for payment or performance of any obligation of
      the Purchaser.

                


        

         

        
          	
                  (e)  

                	
                  Richard Evans of Evans and
      Evans Inc. has extensive experience valuing assets of the type that may be
      transferred to the Company, including extensive experience with the Canada Revenue Agency (the "CRA") in this
      regard, and Mr. Evans will perform the valuation in question on
      behalf of Evans and Evans Inc.  As far as
      Mr. Evans is aware, the CRA has not materially disagreed with any of his
      valuations that have been submitted to the CRA during
      the ten years immediately prior to the date of this Put Agreement, with the exception of one
      recent matter respecting which the CRA's value was
      approximately 10% less than the value he
  proposed.

                


        

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        ARTICLE 5

        TERMINATION

         

        
          	
                  5.1  

                	
                  By
      Agreement.  This Agreement may be terminated at any time prior to the Closing by the mutual written agreement of the Vendor and the Purchaser.

                


        

         

        
          	
                  5.2  

                	
                  Failure to
      Exercise Put.  This Agreement shall terminate at 5:00 p.m. (Mountain Daylight
      Time) on June 27, 2008 if the Vendor has failed to exercise the Put
      before that date.

                


        

         

        
          	
                  5.3  

                	
                  Effect of
      Termination.  If this Agreement is terminated, such termination shall be without
      liability of either party to the other party to this
      Agreement, or to any of their respective shareholders,
      directors, officers, employees, agents, consultants, or
      representatives.

                


        

         

         

        ARTICLE 6

        SURVIVAL
OF REPRESENTATIONS, WARRANTIES,

        COVENANTS
AND AGREEMENTS; INDEMNITIES

         

        
          	
                  6.1  

                	
                  Covenants of
      the Purchaser.  If the
      Put arising under this Agreement is exercised and the transaction of purchase and
      sale of the all the issued shares of the Company closes, the Purchaser covenants
      to:

                


        

         

        
          	
                  (a)  

                	
                  not do (or cause or permit the Company to
      do) anything whatsoever which may create any liability for the Vendor or its Affiliates in respect of any
      matter or thing pertaining to or in respect of the Company;

                


        

         

        
          	
                  (b)  

                	
                  cause the Company to duly file a T2 Corporation Income Tax Return for all periods ending after June 27, 2008 and in so doing in respect of the period in
      which income represented by the Taxes set out in subparagraph 3.1(k) is included, to claim
      deductions or allowances available to the Company in
      amounts sufficient to eliminate the Company’s taxable
      income;

                


        

         

        
          	
                  (c)  

                	
                  subscribe for shares in the Company,
      or cause shares in the Company to be subscribed for, in
      a minimum amount of $27.1M and in satisfaction of the purchase price therefore transfer or cause to be transferred
      to the company either cash or assets having an
      appraised fair market value at least equal to $27.1M, in the opinion of
      Evans & Evans
Inc.

                


        

         

        
          	
                  (d)  

                	
                  in the event that the losses and allowances claimed in paragraph 6.1(b) are assessed or reassessed
      to result in a Non Capital Loss for the first Taxation Year ending after the date of this
      Agreement, the Purchaser covenants
      to request that any such Non Capital Losses be applied
      back to earlier Taxation Years in the manner specified
      by the Vendor;
and

                


        

         

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        
          	
                  (e)  

                	
                  to provide the Vendor with any notice of
      reassessment in respect of the first Taxation Year of
      the Company ending after the date of this Agreement or in respect of prior
      Taxation Years of the Company, to
      the extent any such reassessment involves matters arising before the date
      of this Agreement, and will allow
      the Vendor to defend, contest or reach a settlement in
      respect of any such reassessment in the name of the Company at the Vendor’s
      expense.

                


        

         

        
          	
                  6.2  

                	
                  Survival.  Notwithstanding
      the Closing and notwithstanding deliveries or
      representations in any other instruments or investigations (or the results
      of them) by the parties to this Agreement or their respective counsel or agents, whether
      before or after Closing, the representations,
      warranties, covenants and agreement set forth in this
      Agreement and in any certificate or instrument
      delivered in connection herewith shall survive the Closing Date and continue and remain in full force and
      effect.  The representations and warranties shall continue in
      full force for the benefit of
      the respective parties for one (1) year from the Closing Date.

                


        

         

        
          	
                  6.3  

                	
                  Indemnification by
      Vendor.  The Vendor agrees to indemnify and hold harmless the Purchaser, its directors and officers from and against any and
      all causes of action, liabilities, judgments, claims, settlements, losses,
      damages, fees, liens, penalties, obligations and expenses actually
      incurred or suffered by the Purchaser, its directors
      and officers arising directly or indirectly from, by reason of, or in
      connection with:

                


        

         

        
          	
                  (a)  

                	
                  any misrepresentation or breach of any representation or
      warranty of the Vendor contained in this Agreement or in any document
      contemplated under this Agreement;

                


        

         

        
          	
                  (b)  

                	
                  the non-fulfilment by the Vendor of any of
      its covenants and obligations contained in this Agreement;

                


        

         

        
          	
                  (c)  

                	
                  any and all liabilities, (other than Taxes
      for the current Taxation Year), obligations, claims and
      other losses related to the operation of the Company
      arising prior to the date of this Agreement; and

                


        

         

        
          	
                  (d)  

                	
                  any liability for Taxes for the current
      Taxation Year including tax,
      interest and penalty but only to the extent that the representation in
      subparagraph 3.1(k) is inaccurate,
      that is, Taxes exceed the amount specified in subparagraph 3.1(k) calculated on the
      assumption the year end of the Company was June 25,
2008.

                


        

         

        
          	
                  6.4  

                	
                  Indemnification by
      Purchaser.  The Purchaser agrees to indemnify and hold harmless the Vendor, its directors and officers from and against any and
      all causes of action, liabilities, judgments, claims, settlements, losses,
      damages, fees, liens, penalties, obligations and expenses actually
      incurred or suffered by the Vendor, its directors and
      officers arising directly or indirectly from, by reason of, or in
      connection with:

                


        

         

        
          	
                  (a)  

                	
                  any misrepresentation or breach of any representation or
      warranty of the Purchaser contained in this Agreement or in any document described
      contemplated under this Agreement;

                


        

         

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        
          	
                  (b)  

                	
                  the non-fulfilment by the Purchaser of any
      of its covenants and obligations in this Agreement; and

                


        

         

        
          	
                  (c)  

                	
                  any and all liabilities, obligations, claims and other losses
      (including pursuant to the Permitted
      Liabilities) relating to the operation of the Company
      or any condition arising after the date of this Agreement but not in respect of Taxes for
      Taxation Years other than those commencing after the
      closing of the transaction of purchase and sale under this Agreement (if this Put is exercised).

                


        

         

         

        ARTICLE 7

        EXPENSES,
NOTICES, BOOKS AND RECORDS

         

        
          	
                  7.1  

                	
                  Expenses.  Except
      as specifically provided herein, all legal and other costs and expenses in
      connection with the Agreement and the transactions contemplated hereby shall be
      paid by the party which incurred such costs and
    expenses.

                


        

         

        
          	
                  7.2  

                	
                  Notices.  All
      notices and other communications hereunder shall be in writing and shall
      be deemed given if delivered personally or by telecopier or other
      electronic transmission to the party in question (proof of transmission
      required) at the following addresses (or at such other address for a party
      as shall be specified by like
notice):

                


        

         

        The Vendor as follows:

         

        Cold Flow Energy ULC

        990
Highland Drive, Suite 206

        Solana Beach, California 92075

         

        Attention:   E. Jamie
Schloss

         

        Fax:  (858) 720-9902

        Email:  G2studs@aol.com

         

        With a copy to:

         

        McCarthy Tétrault LLP

        Suite
3300, 421 - 7th Avenue SW

        Calgary, AB  T2P 4K9

         

        Attention:  Robert
McCue

         

        Fax:  (403) 426-3501

        Email: rmccue@mccarthy.ca

         

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        The Purchaser as follows:

         

        CPO Acquisition Corp.

        c/o 1100
– 925 West Georgia Street

        Vancouver, BC  V6C 3L2

         

        Attention:  Craig
Nerland

         

        Fax:  (604)
689-1758

        Email:  cnerland@actonostry.ca

         

        With a copy to:

         

        Hungerford Tomyn Lawrenson and
Nichols

        1100 –
925 West Georgia Street

        Vancouver,
BC  V6C 3L2

         

        Attention:  Robert J.
MacRae

         

        Fax:  (604) 408-5648

        Email: rmacrae@htln.com

         

        Such
notice shall be effective upon delivery.

         

         

        ARTICLE 8

        MISCELLANEOUS
PROVISIONS

         

        
          	
                  8.1  

                	
                  Invalidity.  Any
      provision of this Agreement which is or is deemed by a court of competent
      jurisdiction to be invalid, unenforceable or illegal, shall be ineffective
      only to the extent of such invalidity, unenforceability or illegality, and
      shall not effect in any way the validity, enforceability or legality of
      the remaining provisions of this Agreement, it being the intent and purpose that this Agreement should survive and be valid
      to the maximum extent permitted by applicable law.  For greater
      certainty, this Agreement shall be
      read as if the invalid, unenforceable or illegal provision had never formed part of this
      Agreement, and a “provision” for
      these purposes shall include the smallest severable portion of sections,
      paragraphs or clauses, or sentences contained herein, and not, unless the
      context absolutely requires, the whole
  thereof.

                


        

         

        
          	
                  8.2  

                	
                  Governing
      Law; Submission.  This Agreement and
      the legal relations of the parties hereunder shall be construed and
      enforced in accordance with, and the rights of the parties hereto shall be
      governed by, the laws in force in the Province of British Columbia.  There shall be no
      application of any principle of conflict of laws which could result in the
      application of any other laws or systems of laws.  Each of the
      parties to this Agreement
      irrevocably attorns to the non-exclusive jurisdiction of the courts of the
      Province of British
      Columbia.

                


        

         

        
          	
                  8.3  

                	
                  Enurement and
      Assignment.  This Agreement shall
      enure to the benefit and be binding upon the parties, their respective
      successors and permitted assigns.  No party to this Agreement may assign this Agreement without the prior written consent of the other parties to this Agreement.

                


        

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  8.4  

                	
                  Waivers.  For
      the purposes of this Agreement,

                


        

         

        
          	
                  (a)  

                	
                  no failure on the part of any party in exercising any right or
      remedy under this Agreement shall
      operate as a waiver of their failure, nor shall any single or partial
      exercise of any such right or remedy preclude any further or other
      exercise of such right or
remedy;

                


        

         

        
          	
                  (b)  

                	
                  no waiver of any provision of this Agreement, including this section, shall be effective
      otherwise than by an instrument in writing dated subsequent to the date of
      this Agreement, executed by, or by
      duly authorized representatives of, the party making such waiver;
      and

                


        

         

        
          	
                  (c)  

                	
                  this Agreement shall not be
      varied or amended in its terms by oral agreement or by representations or
      otherwise except by an instrument, in writing dated subsequent to the date
      of this Agreement, executed by, or
      by duly authorized representatives of, parties to this
      Agreement.

                


        

         

        
          	
                  8.5  

                	
                  Third Party
      Rights.  Nothing in this Agreement shall create any rights in favour of any persons
      other than the Vendor, the Purchaser, and their respective legal representatives,
      successors and permitted assigns.  In particular, the
      indemnification rights set out in sections 6.2 and 6.3
      of this Agreement are personal to
      the persons specifically named therein and may not be relied upon by, or
      assigned by such persons (whether voluntarily or involuntarily) to, any
      other person without the prior written consent of the
      party providing such indemnity, which consent may be arbitrarily
      withheld.

                


        

         

        
          	
                  8.6  

                	
                  Time of
      Essence.  In this Agreement, time is of the
  essence.

                


        

         

        
          	
                  8.7  

                	
                  Counterparts/Facsimile.  This
      Agreement and any notices or documents delivered
      pursuant to it:

                


        

         

        
          	
                  (a)  

                	
                  may be executed in one or more counterparts which shall
      together constitute one Agreement or
      notice or document as the case may be;
and

                


        

         

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        
          	
                  (b)  

                	
                  may be executed and delivered by facsimile transmission or by
      other electronic delivery means including, without
      limitation, pdf or TIF files.

                


        

         

        AS EVIDENCE OF THEIR AGREEMENT
the parties have executed this Agreement
as of the date and year first above written.

         

        CPO ACQUISITION CORP.

         

        Per: 

      

    

     

    /s/ Craig Nerland   
            

    Authorized
Signatory

     

    I have authority to bind the Corporation

     

    


     

    COLD FLOW ENERGY
ULC

     

    Per:

     

                                                                     


    /s/ E. Jamie Schloss
           

    Authorized
Signatory

     

    I have authority to bind the Corporation

     

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    NOTICE
OF EXERCISE

    
       

      FROM:   Cold Flow
Energy ULC ("Cold
Flow")

       

      TO:   CPO
Acquisition Corp. (the "Purchaser")

       

      RE:   Put Agreement
(the "Agreement") dated
June 25, 2008 between the Purchaser and Cold
Flow

       

        
          

        

      

       

      The
undersigned herby notifies the Purchaser that, in accordance with Section 2.2 of
the Agreement, the undersigned hereby exercises its option to require the
Purchaser to purchase 800 Class "A" Shares and 6,333,332 Class "I" Shares in the
capital of Peace Oil Corp. described in the Agreement.

       

      DATED:
June 27, 2008.

       

      COLD
FLOW ENERGY ULC

       

       

      By: /s/
Jamie Schloss        

      E. Jamie Schloss

      Chief Executive Officer

       

       

       

      18