Exhibit 10.11


 


Share Purchase Agreement


 


 






 



    	 



     


    

 





share
PURCHASE AGREEMENT


 


THIS
share PURCHASE AGREEMENT dated as of the 30th
day of January, 2018,


 


between:


 





sustainable
projects group inc., a company duly incorporated under the laws of the State of Nevada, having its executive
office located at 2316 Pine Ridge Road, 383, Naples, Florida, 34109







 


(the
“Purchaser”)


 


AND:


workplan
holding ag, a company duly incorporated under
the laws of Switzerland, having its executive office located at Gotthardstrasse 3, Zug, Switzerland, 6300.


 


(the
“Vendor”)


 


WHEREAS:


 


A.
the Vendor is the registered and beneficial owner of 10 shares in the capital of Falcon Projects AG (the “FP
Shares”);


 


B.
the Vendor wishes to sell, and the Purchaser wishes to purchase, the FP Shares on the terms and conditions set out in this
agreement;


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of $1.00 and other good and valuable consideration paid by
each party to the other, the receipt and sufficiency of which are acknowledged, the parties covenant and agree as follows:


 


	1.	The
    Vendor agrees to sell and the Purchaser agrees to purchase the FP Shares for and at a deemed price of US $42,000 at the date
    of this agreement.
	 	 
	2.	The
    Purchaser will issue and deliver 10,000 restricted shares of common stock in the capital of the Purchaser (the “Restricted
    Shares”) to the Vendor as consideration for the transfer of the FP Shares.
	 	 
	3.	The
    Vendor represents and warrants to the Purchaser that:


 


	 	a.	the
    Vendor owns its respective FP Shares as the legal and beneficial owner thereof, free of all liens, claims, charges and encumbrances
    of every nature and kind whatsoever. The FP Shares are fully paid and non-assessable and the Vendor has due and sufficient
    right and authority to enter into this agreement on the terms and conditions herein set forth and to transfer the legal and
    beneficial title and ownership of the FP Shares to the Purchaser;
	 	 	 
	 	b.	No
    person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of the
    FP Shares, with the exception of this agreement;



 






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	 	c.	(i)
    the Vendor is not a “U.S. person” as that term is defined in Rule 902(c) of Regulation S; (ii) at the time of
    signing this agreement, the Vendor was outside the United States and no offer of the Restricted Shares was made to the Vendor
    within the United States; (iii) the Vendor acquired the Restricted Shares for its own account and not on behalf of any U.S.
    person, and the acquisition of the Restricted Shares has not been prearranged with any buyer in the United States; and (iv)
    the Vendor is not a distributor as defined in Regulation S. The Vendor will not, before the expiration of 12 months from the
    date of issuance of the Restricted Shares (the “Restricted Period”), offer or sell the Restricted Shares
    to U.S. persons or for the account or benefit of U.S. persons and then will only offer and sell the Restricted Shares in compliance
    with the provisions of Regulation S;
	 	 	 
	 	d.	the
    Vendor understands that the Restricted Shares have not been registered under the U.S. Securities Act of 1933 and are being
    offered and acquired pursuant to Regulation S based in part upon the representations of the Vendor, and that the Purchaser
    is relying on the truth and accuracy of the Vendor’s representations and warranties to determine whether the offer and
    acquisition of the Restricted Shares is exempt from registration under the U.S. Securities Act of 1933; and
	 	 	 
	 	e.	the
    Vendor acknowledges that it has had the opportunity to review this agreement and the transactions contemplated by it with
    its own legal counsel. The Vendor is relying solely on its counsel and not on any statements or representations of the Purchaser
    or any of its agents for legal advice with respect to this investment or the transactions contemplated by this agreement except
    for the representations, warranties and covenants specifically stated.


 


	4.	The
    Purchaser represents and warrants to the Vendor that:


 


	 	a.	the
    Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and
    has the requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted;
	 	 	 
	 	b.	the
    Purchaser has taken the corporate action that is necessary for the authorization, execution and delivery of this agreement,
    the performance of the Purchaser’s obligations, and the authorization, issuance and delivery of the Restricted Shares,
    and this agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in
    accordance with its terms; and
	 	 	 
	 	c.	the
    Restricted Shares, when issued and delivered in accordance with the terms of this agreement will be duly and validly issued
    and outstanding, fully paid and non-assessable, and based in part on the representations and warranties of the Vendor will
    be issued in compliance with all applicable federal, state and other applicable securities laws.


 






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	5.	All
    representations, warranties, covenants and agreements made by the parties in this agreement or pursuant hereto will, unless
    otherwise expressly stated, survive the time of closing and will continue in full force and effect.
	 	 
	6.	The
    effective date of sale and purchase of the FP Shares is January 30, 2018.
	 	 
	7.	This
    agreement will ensure to the benefit of and will be binding upon the Vendor and the Purchaser and upon their respective successors
    and assigns.
	 	 
	8.	Time
    will be of the essence of this agreement.
	 	 
	9.	The
    parties will sign such further assurances and other documents and instruments and do such further and other things as may
    be necessary to implement and carry out the intent of the agreement.





 


IN
WITNESS WHEREOF the parties have signed this Share Purchase Agreement as of the day and year first above written.


 


	Sustainable
    Projects Group Inc.	 
	 	 	 
	Per:
    	/s/ Christian Winzenried	 
	 	Christian Winzenried, CEO	 


 


	Workplan Holding AG	 
	 	 	 
	Per:
    	/s/ Christopher Grunder	 
		Christopher Grunder, CEO