A.C. Simmonds and Sons Inc 10-Q 


Exhibit 10.6


 


SHARE PURCHASE AGREEMENT


 


THIS AGREEMENT made the 14th day of April, 2014


 


B E T W E E N:


 


VERTILITY OIL & GAS CORPORATION, a corporation incorporated
pursuant to the laws of the Province of Ontario (hereinafter called “Vertility”)


 


-and-


 


RABEA ALLOS, an individual and resident of Ontario (herein after the “Vendor”)


 


-and-


 


BLVD HOLDINGS, INC. a corporation incorporated
pursuant to the laws of the State of Nevada (hereinafter called “the Purchaser”)


 


WHEREAS the Vendor is the sole shareholder of
Vertility;


 


WHEREAS the Vendor, Vertility Oil & Gas
Corporation and the Purchaser have agreed to sell and transfer all shares of Vertility Oil & Gas Corporation to the Purchaser,
and the Purchaser has agreed to purchase the Shares from the Vendor for the consideration set out herein;


 


NOW THEREFORE THIS AGREEMENT WITNESSES that
in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows:


 


Article
1 - INTERPRETATION


 


		1.01	Definitions



 


In this Agreement, unless something in the subject
matter or context is inconsistent therewith:


 


		(a)	“Agreement” means this agreement and all amendments made hereto by written agreement between Vertility Oil &
Gas Corporation and the Purchaser;



 


		(b)	“Business Day” means a day other than a Saturday, Sunday or statutory holiday in Ontario;



 


		(c)	“Closing” and “Time of Closing” means 10:00 a.m. (Toronto time) on the Closing Date;



 


		(d)	“Closing Date” means the date the Purchaser issues all common shares of the Purchaser contemplated in Section 2.01
to the persons as described in Schedule “A”;



 


		(e)	“Purchase Price” has the meaning set out in Section 2.01;



 


		(f)	“Shares” means all shares whatsoever of Vertility Oil & Gas Corporation;



 


		(g)	“Vendor” means Rabea Allos.



 




    	 



    	 



    

  


		1.02	Headings



 


The division of this 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 Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions
refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental
hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections
are to Articles and Sections of this Agreement.


 


		1.03	Extended Meanings



 


In this Agreement words importing the singular
number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and
neuter genders and vice versa and words importing persons shall include individuals, partnerships, associations, trusts,
unincorporated organizations and corporations.


 


		1.04	Currency



 


All references to currency herein are to lawful
money of United States unless otherwise specified.


 


Article
2 - PURCHASE AND SALE


 


		2.01	Purchase and Sale and Purchase Price



 


(1)         The Vendor shall sell its Shares
in Vertility to the Purchaser and the Purchaser shall purchase the Shares of Vertility from the Vendor.


 


(2)         In consideration for subparagraph
2.01(1) above, the Purchaser shall issue a total of seven million two hundred thousand (7,200,000) common shares of the Purchaser
to the listed individuals as indicated in Schedule “A”.


 


		2.02	Closing



 


The sale and purchase of the Shares shall be completed
at the Time of Closing at the offices of the Purchaser, Suite 102, 3565 King Road, King City, Ontario L7B 1M3.


 


Article
3 - REPRESENTATIONS AND WARRANTIES


 


		3.01	Vendor’s Representations and Warranties



 


The Vendor represents and warrants to the Purchaser,
which representations and warranties shall survive Closing by one year, that:


 


		(a)	Vertility is a corporation duly incorporated, organized and subsisting under the laws of Ontario as a private company as that
term is defined in the Securities Act (Ontario) with the corporate power to own its assets and to carry on its business and has
made all necessary filings under all applicable corporate, securities and taxation laws or any other laws to which the corporation
is subject;



 


		(b)	The Vendor is the sole owner of the Shares and the Shares are free and clear of all liens, charges, encumbrances and any other
rights of others;



 




    	 



    	 



    

  


		(c)	there are no undisclosed outstanding orders, notices or similar requirements relating to Vertility or any member thereof issued
by any building, environmental, fire, health, labour or police authorities or from any other federal, provincial or municipal authority
and there are no matters under discussion with any such authorities relating to orders, notices or similar requirements;



 


		(d)	no dividends have been declared or paid on or in respect of the Shares and no other distribution on any of its securities or
shares has been made by Vertility or any member thereof or paid by Vertility or any member thereof have been duly and validly declared
or paid;



 


		(e)	the Vendor, Vertility and each member thereof does not have any undisclosed liability, obligation or commitment for the payment
of income taxes, corporation taxes or any other taxes or duties of whatever nature or kind, or interest or penalties with respect
thereto, except such as are disclosed in their financial statements, or such taxes or duties not yet due as have arisen in the
usual and ordinary course of business and for which adequate provision in the accounts of Vertility or any member thereof has been
made, and Vertility or any member thereof is not in arrears with respect to any required withholdings or instalment payments of
any tax or duty of any kind and has not filed any waiver for a taxation year of Vertility or any member thereof under the Income
Tax Act (Canada) or any other legislation imposing tax on Vertility or any member thereof;



 


		(f)	the Vendor and no member of Vertility is a party to any contract or commitment outside the usual and ordinary course of business;
and none is a party to or bound by any contract or commitment to pay any royalty, licence fee or management fee;



 


		(g)	there are no actions, suits or proceedings (whether or not purportedly on behalf of Vertility or any member thereof) pending
or threatened against or materially adversely affecting, or which could materially adversely affect, Vertility or any member thereof;



 


		(h)	all trade marks, trade names, patents and copyrights, both domestic and foreign, related to, used in or required for the proper
carrying on of Vertility or any member thereof’s business are validly and beneficially owned by Vertility or any member thereof
with the sole and exclusive right to use the same and are in good standing and duly registered in all appropriate offices to preserve
the right thereof and thereto, and none are beneficially owned directly or indirectly by either of the Vendor or related persons;



 


		(i)	the conduct of Vertility or any member thereof does not infringe upon the trade marks, trade names, patents or copyrights,
domestic or foreign, of any other person; and



 


		(j)	the Vendor is not a non-resident person within the meaning of section 116 of the Income Tax Act (Canada).



 


		(k)	the covenants of the Vendor set forth in this Agreement shall survive the completion of the sale and purchase of the Shares
herein provided for and, notwithstanding such completion, shall
continue in full force and effect for the benefit of the Purchaser in accordance with the terms thereof.



 




    	 



    	 



    

  


		3.02	Purchaser’s Representations and Warranties



 


The Purchaser represents and warrants to the Vendor,
which representations and warranties shall survive Closing by one year, that:


 


		(a)	the Purchaser is a corporation duly incorporated, organized and subsisting under the laws of the Laws of Nevada; and,



 


		(b)	the Purchaser has good and sufficient power, authority and right to enter into and deliver this Agreement and to complete the
transactions to be completed by the Purchaser contemplated hereby.



 


Article
4 - COVENANTS


 


		4.01	Taxes



 


The Purchaser does not assume and shall not be
liable for any taxes under the Income Tax Act (Canada) or any other taxes whatsoever which may be or become payable by the
Vendor including, without limiting the generality of the foregoing, any taxes resulting from or arising as a consequence of the
sale by the Vendor to the Purchaser of the Shares herein contemplated, and the Vendor shall indemnify and save harmless the Purchaser
from and against all such taxes.


 


		4.02	Covenants of the Vendor



 


(1)         The Vendor shall indemnify and
save harmless the Purchaser, Vertility or any member thereof and the officers and directors of Vertility or any member thereof
from and against all liabilities (whether accrued, actual, contingent or otherwise), claims and demands whatsoever including, without
limiting the generality of the foregoing, liabilities, claims and demands for income, sales, excise or other taxes, of or in connection
with Vertility or any member thereof existing or incurred before the Closing Date which are not disclosed in the financial statements,
have not arisen in the usual and ordinary course of Vertility or any member thereof’s business or have arisen in the usual
and ordinary course of Vertility or any member thereof’s business before the Closing Date.


 


(2)         The Vendor shall ensure that the
representations and warranties of the Vendor set out in Section 3.01 over which the Vendor has reasonable control are true and
correct at the Time of Closing and that the conditions of closing for the benefit of the Purchaser set out in Section 5.01(1) over
which the Vendor has reasonable control have been performed or complied with by the Time of Closing.


 


(3)         The Vendor shall indemnify and
save harmless the Purchaser from and against all losses, damages or expenses directly or indirectly suffered by the Purchaser resulting
from any breach of any covenant of the Vendor contained in this Agreement or from any inaccuracy or misrepresentation in any representation
or warranty set forth in Section 3.01.


 




    	 



    	 



    

  


		4.03	Covenants of the Purchaser



 


(1)         The Purchaser shall ensure that
the representations and warranties of the Purchaser set out in Section 3.02 over which the Purchaser has reasonable control are
true and correct at the Time of Closing and that the conditions of closing for the benefit of the Vendor set out in Section 5.02(1)
over which the Purchaser has reasonable control have been performed or complied with by the Time of Closing.


 


(2)         The Purchaser shall indemnify and
save harmless the Vendor from and against all losses, damages or expenses directly or indirectly suffered by the Vendor resulting
from any breach of any covenant of the Purchaser contained in this Agreement or from any inaccuracy or misrepresentation in any
representation or warranty set forth in Section 3.02.


 


Article
5 - CONDITIONS


 


		5.01	Conditions for the Benefit of the Purchaser



 


(1)         The closing of the transactions
contemplated herein is subject to the following conditions which are for the exclusive benefit of the Purchaser to be performed
or complied with at or prior to the Time of Closing:


 


		(a)	the representations and warranties of the Vendor set forth in Section 3.01 shall be true and correct at the Time of Closing
with the same force and effect as if made at and as of such time;



 


		(b)	the Vendor shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed
or complied with by the Vendor at or prior to the Time of Closing;



 


		(c)	all directors and officers of Vertility or any member thereof specified by the Purchaser shall resign;



 


		(d)	the Vendor and all directors, officers of Vertility or any member thereof shall release Vertility or any member thereof from
any and all possible claims against Vertility or any member thereof arising from any act, matter or thing arising at or prior to
the Time of Closing;



 


		(e)	there shall be a non-competition agreement entered into between the Purchaser, Vertility or any member thereof and the Vendor.



 


		(f)	the Purchaser shall have obtained a notice from the Minister under the Investment Canada Act (Canada) that he is satisfied,
or deemed to be satisfied, that the transactions contemplated herein are likely to be of net benefit to Canada;



 


		(g)	the Purchaser shall have given the requisite notice of the proposed transaction under the Competition Act (Canada) and
any waiting periods prescribed thereunder shall have expired; and



 


		(h)	the form and legality of all matters incidental to the sale by the Vendor and the purchase by the Purchaser of the Shares shall
be subject to the approval of the Purchaser’s counsel.



 




    	 



    	 



    

  


(2)         In case any term or covenant of
the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing shall
not have been performed or complied with at or prior to the Time of Closing, the Purchaser may, without limiting any other right
that the Purchaser may have, at its sole option, either:


 


		(a)	rescind this Agreement by notice to the Vendor, and in such event the Purchaser shall be released from all obligations hereunder;
or



 


		(b)	waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without
prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole
or in part;



 


and, if the Purchaser rescinds this Agreement pursuant to Section
5.01(2)(a) and the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had
covenanted, pursuant to Section 4.02(2), to ensure had been performed or complied with, the Vendor shall be liable to the Purchaser
for any losses, damages or expenses incurred by the Purchaser as a result of such breach.


 


		5.02	Conditions for the Benefit of the Vendor



 


		(1)	The sale by the Vendor and the purchase by the Purchaser of the Shares is subject to the following conditions which are for
the exclusive benefit of the Vendor to be performed or complied with at or prior to the Time of Closing:



 


		(a)	the representations and warranties of the Purchaser set forth in Section 3.03 shall be true and correct at the Time of Closing
with the same force and effect as if made at and as of such time;



 


		(b)	the Purchaser shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed
or complied with by the Purchaser at or prior to the Time of Closing;



 


		(c)	the Vendor shall be furnished with such certificates, affidavits or statutory declarations of the Purchaser or of officers
of the Purchaser as the Vendor or the Vendor’s counsel may reasonably think necessary in order to establish that the terms,
covenants and conditions contained in this Agreement to have been performed or complied with by the Purchaser at or prior to the
Time of Closing have been performed and complied with and that the representations and warranties of the Purchaser herein given
are true and correct at the Time of Closing;



 


		(d)	employment contracts on terms reasonable in the industry, including the usual car allowances, benefits, non-competition and
non-solicitation provisions, shall be reached as set out below:



 





	Name	 	Office	 	Term
	Rabea Allos	 	President of Vertility	 	5 years
	Michael Grieco	 	Vice President of Vertility	 	5 years







  






    	 



    	 



    

 


Article
6 - GENERAL


 


		6.01	Further Assurances



 


Each of the Vendor and the Purchaser shall from
time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may,
either before or after the Closing Date, reasonably require to effectively carry out or better evidence or perfect the full intent
and meaning of this Agreement.


 


		6.02	Time of the Essence



 


Time shall be of the essence of this Agreement.


 


		6.03	Commissions



 


The Vendor shall indemnify and save harmless the
Purchaser from and against any claims whatsoever for any commission or other remuneration payable or alleged to be payable to any
person in respect of the sale and purchase of the Shares, whether such person purports to act or have acted for the Vendor or the
Purchaser in connection with the sale of the Shares.


 


		6.04	Legal Fees



 


Each of the parties hereto shall pay their respective
legal and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and
all documents and instruments executed pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.


 


		6.05	Public Announcements



 


No public announcement or press release concerning
the sale and purchase of the Shares shall be made by the Vendor or the Purchaser without the prior consent and joint approval of
the Vendor and the Purchaser.


 


		6.06	Benefit of the Agreement



 


This Agreement shall enure to the benefit of and
be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the parties hereto.


 


		6.07	Entire Agreement



 


This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements
between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral
agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.


 


		6.08	Amendments and Waiver



 


No modification of or amendment to this Agreement
shall be valid or binding unless set forth in writing and duly executed by both of the parties hereto and no waiver of any breach
of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting
to give the same and, unless otherwise provided, shall be limited to the specific breach waived.


 






    	 



    	 



    

 


		6.09	Assignment



 


This Agreement may not be assigned by the Vendor
without the written consent of the Purchaser but may be assigned by the Purchaser without the consent of the Vendor to an affiliate
of the Purchaser, provided that such affiliate enters into a written agreement with the Vendor to be bound by the provisions of
this Agreement in all respects and to the same extent as the Purchaser is bound and provided that the Purchaser shall continue
to be bound by all the obligations hereunder as if such assignment had not occurred and perform such obligations to the extent
that such affiliate fails to do so.


 


		6.10	Notices



 


Any demand, notice or other communication to be
given in connection with this Agreement shall be given in writing and shall be given by personal delivery, by registered mail or
by electronic means of communication addressed to the recipient as follows:


 


To the Vendor:



56 Nappa St.

Richmond Hill, ON L4B 3T9

Attention: Rabea Allos


 


To the Purchaser:



3565 King Road, Unit 102 


King City, ON L7B 1M3

[Fax No.]: 905-833-9847

Attention: John G. Simmonds


 


or to such other address, individual or electronic communication
number as may be designated by notice given by either party to the other. Any demand, notice or other communication given by personal
delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered mail,
on the 5th Business Day following the deposit thereof in the mail and, if given by electronic communication, on the day of transmittal
thereof if given during the normal business hours of the recipient and on the Business Day during which such normal business hours
next occur if not given during such hours on any day. If the party giving any demand, notice or other communication knows or ought
reasonably to know of any difficulties with the postal system which might affect the delivery of mail, any such demand, notice
or other communication shall not be mailed but shall be given by personal delivery or by electronic communication.


 






    	 



    	 



    

 


		6.11	Independent Legal Advice



 


Each of the parties hereto acknowledges that
he or she has obtained independent legal advice in connection with the negotiation and execution of this Agreement or, having
been advised to do so, has declined to obtain independent legal advice, and further acknowledges and agrees that he has read,
understands, and agrees to be bound by all of the terms and conditions contained herein.


 


		6.12	Governing Law



 


This Agreement shall be governed by and construed
in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.


 


		6.13	Attornment



 


For the purpose of all legal proceedings this
Agreement shall be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario shall have
jurisdiction to entertain any action arising under this Agreement. The Vendor and the Purchaser each hereby attorns to the jurisdiction
of the courts of the Province of Ontario.


 


IN WITNESS WHEREOF the parties
have executed this Agreement


 


SIGNED, SEALED AND DELIVERED


 


In the presence of:


 





	/s/ Carrie Weiler	 	/s/ Rabea Allos	 	April 14, 2014
	Witness	 	VERTILITY OIL & GAS CORPORATION	 	 
	 	 	I have authority to bind the corporation	 	 
	 	 	 	 	 
	/s/ Carrie Weiler	 	/s/ Rabea Allos	 	April 14, 2014
	Witness	 	RABEA ALLOS	 	 
	 	 	 	 	 
	/s/ Carrie Weiler	 	/s/ John G. Simmonds	 	April 14, 2014
	Witness	 	BLVD HOLDINGS, INC.	 	 
	 	 	I have authority to bind the corporation