Unassociated Document


    THIS
EXCHANGE OFFER AND BUSINESS COMBINATION IS MADE FOR THE SECURITIES OF A FOREIGN
COMPANY. THE OFFER IS SUBJECT TO DISCLOSURE REQUIREMENTS OF A FOREIGN COUNTRY
THAT ARE DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS
INCLUDED IN THE DOCUMENT, IF ANY, HAVE BEEN PREPARED IN ACCORDANCE WITH FOREIGN
ACCOUNTING STANDARDS THAT MAY NOT BE COMPARABLE TO THE FINANCIAL STATEMENTS OF
UNITED STATES COMPANIES.

    


    IT
MAY BE DIFFICULT FOR YOU TO ENFORCE YOUR RIGHTS AND ANY CLAIM YOU MAY HAVE
ARISING UNDER THE FEDERAL SECURITIES LAWS, SINCE SOME OR ALL OF THE ISSUER’S
OFFICERS AND DIRECTORS MAY BE RESIDENTS OF A FOREIGN COUNTRY. YOU MAY NOT BE
ABLE TO SUE THE ISSUER’S OFFICERS OR DIRECTORS IN A FOREIGN COURT FOR VIOLATIONS
OF U.S. SECURITIES LAWS. IT MAY BE DIFFICULT TO COMPEL THE ISSUER’S OFFICERS OR
DIRECTORS TO SUBJECT THEMSELVES TO A U.S. COURT'S JUDGMENT.

    


    YOU
SHOULD BE AWARE THAT THE ISSUER MAY PURCHASE SECURITIES OTHERWISE THAN UNDER THE
EXCHANGE OFFER, SUCH AS IN OPEN MARKET OR PRIVATELY NEGOTIATED
PURCHASES.


    


    SHARE
SALE AGREEMENT

    


    VIRTUAL
MEDICAL CENTRE LIMITED

    ACN
097 593 587

    (Company)


    


    
      	
              1.

            	
              Parties

            	
              The
      party that executes this Agreement as a shareholder of Virtual Medical
      Centre, Limited (Company), being one of
      the parties set out in the Schedule (Vendor).

              Cliff
      Rock Resources Corp. of 2436 – 27th
      Street SW, Calgary, Alberta, Canada T3E 2G3 (Purchaser).

            
	
              2.

            	
              Definitions

            	
              Cliff Rock Common Stock
      means common stock,
      $0.001 par value, in the capital of the Purchaser.

              Shareholder means an
      individual or company who owned shares in the Company as at the date of
      this Share Sale Agreement.

              Agreement means this
      Share Sale Agreement.

            
	
              3.

            	
              Shares
      and Options

            	
              The
      Vendor is the legal owner of the fully paid ordinary shares in the Company
      (ACN 097 593 587) listed next to the Vendor’s name in the Schedule (Shares) and is the legal
      owner of options to purchase shares in the Company (Options).

            
	
              4.

            	
              Sale
      of Shares and Exchange of Options

            	
              The
      Vendor agrees to sell the Shares to the Purchaser, and the Purchaser
      agrees to buy the Shares from the Vendor, on the terms and conditions
      contained in this Agreement.  In addition, the Vendor agrees to
      exchange the Options for options to purchase shares of the Purchaser
      (Purchaser
      Options).  Such Purchaser Options shall have terms that
      are identical to the Options.

            
	
              5.

            	
              Consideration

            	
              The
      consideration for the acquisition of the Shares will be the issue to the
      Vendor of that number of shares of Cliff Rock Common Stock set out next to
      the Vendor’s name in the Schedule under the heading “Number of
      Consideration Shares” (Consideration
      Shares).

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              6.

            	
              Exchange
      Agreement

            	
              The
      Purchaser and the Company have agreed to enter into an Exchange Agreement
      (Exchange
      Agreement) pursuant to which the Purchaser has agreed to, among
      other things, acquire all of the issued and outstanding ordinary shares of
      the Company and to exchange the Options for the Purchaser
      Options.   The Vendor is not entitled to appraisal rights
      in connection with the transactions contemplated by the Exchange
      Agreement

            
	
              7.

            	
              Escrow
      Shares

            	
              That
      number of Consideration Shares set out next to the Vendor’s name in the
      Schedule under the heading “Number of Consideration Shares Held in Escrow”
      (Escrow Shares)
      shall be held in escrow pursuant to the terms of an escrow agreement
      (Escrow
      Agreement).  The Escrow Shares shall be held in escrow
      for the benefit of the Vendor and shall be released in accordance with the
      terms of the Escrow Agreement.

            
	
              8.

            	
              Transfer
      Documents and Settlement

            	
              Contemporaneously
      with execution of this Agreement, the Vendor must deliver to the
      Purchaser: (i) a share certificate or certificates representing the Shares
      or (ii) an affidavit and indemnification in the form reasonably acceptable
      to the Purchaser stating that the Vendor has lost their certificate or
      certificates or they have been destroyed and (iii) a duly completed share
      transfer form in the form attached to this Agreement (Transfer
      Form).

              The
      Purchaser will issue to the Vendor (subject to compliance by the Vendor
      with this clause), a certificate or certificates registered in the name of
      the Vendor representing the number of shares of Cliff Rock Common Stock
      that the Vendor shall be entitled to.

              Settlement
      of the sale and purchase of the Shares (Settlement) will occur
      as soon as practicable following satisfaction of the conditions set out in
      clause 9 below.

            
	
              9.

            	
              Conditions

            	
              The
      fulfilment of this Agreement is conditional upon:

               

              (a) the
      Purchaser making an offer, consistent with this Agreement, to each of the
      Shareholders of the Company (other than the Vendor) (Offer); and

               

              (b) the
      Purchaser obtaining acceptance of the Offer by 100% of the
      Shareholders.

               

              If
      the conditions set out above are not satisfied on or prior to 12 May 2010,
      this Agreement shall terminate.

            
	
              10.

            	
              Post
      Settlement

            	
              Each
      party must do all things necessary to give full effect to the transactions
      contemplated by this Agreement.  If title to the Shares is not
      capable of being transferred to Purchaser by the Vendor at Settlement then
      from Settlement the Vendor shall hold the Shares on trust for Purchaser
      and deal with the rights attaching to the Shares at the Purchaser's sole
      and exclusive direction.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              11.

            	
              Vendor's
      Warranties

            	
              (a) The
      Vendor represents and warrants to Purchaser at the time of signing this
      Agreement and again at Settlement (as a separate warranty) as
      follows:

               

                  (i) if
      the Vendor is located in Australia, the Vendor is one of the
      following:

               

                      A. a
      "Sophisticated Investor" within the meaning of section 708(8) of the
      Corporations Act;

               

                      B. a
      "Professional Investor" within the meaning of section 708(11) of the
      Corporations Act; or

               

                      C. a
      person who has obtained this offer through a financial services licensee
      in accordance with, and in compliance with, section 708(10) of the
      Corporations Act;

               

                  (ii) The
      Vendor is the registered legal owner of the Shares which are free of all
      encumbrances, other third party rights and there are no outstanding or
      contingent options, contracts, calls, pre-emptive rights, first refusals,
      commitments, rights or demands of any kind relating to the
      Shares.

               

                  (iii) The
      Vendor is entitled to sell, assign and transfer the full legal and
      beneficial ownership in the Shares to the Purchaser on the terms set out
      in this Agreement.

               

                  (iv) The
      Vendor has taken all necessary action to authorise the execution, delivery
      and performance of this Agreement in accordance with its terms and has
      full power to enter into and perform its obligations under this
      Agreement.

               

                  (v) The
      execution, delivery and performance by the Vendor of this Agreement comply
      with:

               

                      A. any
      applicable companies law;

               

                      B. the
      constitution or other constituent documents of the Vendor, if any;
      and

               

                      C. any
      encumbrance which is binding on the Vendor.

               

                  (vi) If
      the Vendor is a corporation, it is validly incorporated, organised and
      subsisting in accordance with the laws of its place of
      incorporation;

               

                  (vii) If
      the Vendor is a corporation, the Vendor has not gone into liquidation or
      insolvency or passed a winding up resolution or received a deregistration
      notice under any applicable companies law.

               

                  (viii) If
      the Vendor is a corporation, the Vendor is not the subject of any petition
      or other process for winding up, writ of execution or process for the
      appointment of a receiver or receiver and manager of any part of the
      undertaking or assets of the Vendor and there are no circumstances
      justifying any of the foregoing.

               

              (b) Where
      the Vendor enters into this Agreement in its capacity as trustee of any
      trust (Trust),
      that Vendor warrants to Purchaser that:

               

                  (i) it
      is the sole trustee of the Trust or where there are two or more Vendors
      they jointly are the only trustees of the trust;

               

                  (ii) no
      action has been taken or is proposed to remove or replace the Vendor as
      trustee of the Trust;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	 	    (iii) it
      has power under the relevant trust deed to enter into and observe its
      obligations under this Agreement and it has entered into them in its
      capacity as trustee of the Trust and for the benefit of the beneficiaries
      of the Trust; 

               

                  (iv) it
      is not in default under the terms of the Trust;

               

                  (v) no
      action has been taken or is proposed to terminate the Trust;
      and

               

                  (vi) it
      has complied with all of its obligations in connection with the
      Trust.

               

              (c)
      The Vendor represents and acknowledges that:

               

                  (i) The
      Vendor is not a “U.S. person”, as defined in Regulation S under the U.S.
      Securities Act of 1933, as amended (U.S. Securities Act)
      (which definition includes but is not limited to(A) any individual
      resident in the United States, (B) any partnership or corporation
      organized or incorporated under the laws of the United States, (C) any
      partnership or corporation formed by a U.S. person under the laws of any
      foreign jurisdiction principally for the purpose of investing in
      securities not registered under the U.S. Securities Act, or (D) any estate
      or trust of which any executor, administrator or trustee is a U.S.
      person), and is not purchasing the Shares for the account or benefit of a
      “U.S. person” or person in the United States;

               

                  (ii)
      The Vendor was not offered any of the Consideration Shares in the United
      States, did not receive any materials relating to the offer of the
      Consideration Shares in the United States, and did not execute this Shares
      Sale Agreement or any other materials relating to the purchase of the
      Consideration Shares in the United States;

               

                  (iii)
      The Vendor is not purchasing the Consideration Shares as the result of any
      directed selling efforts (as defined in Rule 902(c) of the U.S. Securities
      Act);

               

                  (iv)
      the current structure of this transaction and all transactions and
      activities contemplated hereunder is not a scheme to avoid the
      registration requirements of the U.S. Securities Act; and

               

                  (v)
      Vendor has no intention to distribute either directly or indirectly any of
      the Consideration Shares in the United States, except in compliance with
      the U.S. Securities Act and any applicable state securities
      laws.

               

              (d)
      The Vendor acknowledges that the Consideration Shares have not been
      registered under the U.S. Securities Act and the certificates representing
      the Consideration Shares will bear the following legend:

               

              THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
      UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
      SECURITIES ACT”).  THESE SECURITIES MAY BE OFFERED, SOLD,
      PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) IF THE
      SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION
      REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM
      THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE
      WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE
      STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
      REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS
      AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER
      HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF
      COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY
      SATISFACTORY TO THE CORPORATION.  HEDGING TRANSACTIONS INVOLVING
      THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH U.S. SECURITIES
LAWS.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              12.

            	
              Purchaser’s
      Warranties

            	
              The
      Purchaser represents and warrants to the Vendor at the time of signing
      this Agreement and again at Settlement (as a separate warranty) as
      follows:

               

              (a) The
      Purchaser has been incorporated as a company limited by shares in
      accordance with the laws in its place of incorporation and validly exists
      under those laws.

               

              (b) The
      Purchaser has full corporate power and authority to enter into this
      Agreement. All corporate acts and proceedings required for the
      authorisation, execution, delivery and performance of this Agreement by
      the Purchaser have been duly and validly taken or will have been so taken
      prior to the Closing. This Agreement constitutes a legal, valid and
      binding obligation on the Purchaser, enforceable against them in
      accordance with its terms, except as such enforcement may be limited by
      bankruptcy, insolvency or reorganisation or other similar laws affecting
      creditors’ rights generally and by general principles of
      equity;

               

              (c) The
      Purchaser’s obligations under this Agreement are valid and binding and
      enforceable against it.

               

              (d) The
      execution, delivery and performance by the Purchaser of its obligations
      under this Agreement comply with:

               

                  (i) any
      applicable companies law;

               

                  (ii) the
      constitution or other constituent documents of the Purchaser, if any;
      and

               

                  (iii) any
      encumbrance which is binding on the Purchaser.

               

              (e) The
      Shares to be issued shall be duly and validly issued, fully paid and not
      subject to any encumbrances (other than as provided for
      herein).

            
	
              13.

            	
              Lock-Up

            	
              The
      Vendor agrees that for a period of six months from the date the
      Consideration Shares are issued, the Vendor will not sell, assign, pledge,
      offer or otherwise transfer its Consideration Shares.  The
      Vendor acknowledges that a notation to this effect will be placed in the
      corporate record books of the Purchaser.

            
	
              14.

            	
              Waiver
      of Pre-Emptive Rights

            	
              The
      Vendor waives any pre-emptive rights in respect of the sale of other
      Shares or securities of the Company by other security holders of the
      Company, to the Purchaser.

            
	
              15.

            	
              Duty
      and GST

            	
              The
      Purchaser must pay any duty and  tax in respect of the
      execution, delivery and performance of this Agreement and any agreement or
      document entered into or signed under this
  Agreement.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              16.

            	
              Purchaser
      Address for Service

            	
              The
      address for service of notices to the Purchaser is:

               

              (a) Address:
      2436 – 27th
      Street SW, Calgary, Alberta, Canada T3E 2G3

               

              (b) Facsimile:
      (303) 629-3450

               

              (c) Attention:
      Dr. Michael Raymont

               

              The
      Purchaser may change the address for service of notices by providing
      written notice to the Vendor at the address for service in clause
      17.

            
	
              17.

            	
              Vendor
      Address for Service

            	
              The
      address for service of notices to the Vendor is as set forth on the
      signature page to this Agreement.

            
	
              18.

            	
              Confidentiality

            	
              (a) Each
      of the parties agree to keep the terms and conditions of this Agreement
      confidential and will not, except as required by law including the rules
      of any stock exchange, disclose the terms and conditions of this Agreement
      to any third party without the prior written consent of the other
      parties.

               

              (b) For
      the avoidance of doubt, nothing in this Agreement prohibits the Company
      from complying with its continuous disclosure obligations under the ASX
      Listing Rules.

            
	
              19.

            	
              Amendment
      to Articles of Incorporation of Purchaser

            	
              Following
      the issuance of the Consideration Shares, the Vendor will become a
      shareholder of the Purchaser.

              Upon
      receipt of the Consideration Shares and in its capacity as a shareholder
      of the Purchaser, the Vendor hereby consents to the following
      resolutions:

               

              Resolved
      that:

               

              (a) Purchaser
      is authorized to amend its Articles of Incorporation to change its name
      from Cliff Rock Resources Corp. to Virtual Medical Centre,
      Inc.

               

              (b) Purchaser
      is authorized to amend its Articles of Incorporation to increase its
      authorized capital from 100,000,000 shares of Cliff Rock Common Stock, par
      value $0.001, to 200,000,000 shares of Cliff Rock Common Stock, par value
      $0.001.

               

              Upon
      receipt of the Consideration Shares and in its capacity as a shareholder
      of the Purchaser, the Vendor hereby appoints Mr. Wayne Hughes as its
      attorney in fact with full power and authority to sign all documents,
      resolutions and consents on the Vendor’s behalf related to the amendments
      to the Purchaser’s Articles of Incorporation.

            
	
              20.

            	
              Entire
      Agreement

            	
              This
      Agreement embodies the entire agreement between the parties and supersedes
      any prior negotiation, arrangement, understanding or agreement with
      respect to the subject matter of any term of this
    Agreement.

            
	
              21.

            	
              Binding
      Effect

            	
              The
      parties agree to be legally bound by and to implement and give effect to
      the terms of each obligation under this Agreement.

            
	
              22.

            	
              Governing
      Law

            	
              This
      Agreement is governed by the laws of Western
  Australia.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
EXECUTED
BY THE PARTIES AS A DEED:

    


    Dated
this          day of April
2010.

     

    
      	
              EXECUTED
      BY

              CLIFF
      ROCK RESOURCES CORP.

              in
      accordance with its constituent documents:

            
	 
      
	
              __________________________________

              Director/Secretary

               

            
	
              __________________________________

              Director/Secretary

               

            


    

    


    For
a company Vendor:

    


    
      	
              EXECUTED by the VENDOR

              in
      accordance with the Corporations Act:

            	
              )

              )

              )

               

            	 
      
	
              _________________________________

              Director

               

               

            	 
      	 
      
	
              _________________________________

              Director/Secretary

               

               

            	 
      	 
      
	
              _________________________________

              Address

               

               

            	 
      	 
      


    

     

    For
an individual Vendor.

     

    
      	
              SIGNED by the VENDOR

              in
      the presence of:

               

               

            	
              )

              )

              )

            	
               

              ______________________________________

              (Signature)

            
	
              ________________________________

              Signature
      of Witness

               

               

            	 
      	
              ______________________________________

              Full
      Name (BLOCK LETTERS)

               

               

            
	
              ________________________________

              Full
      Name of Witness

              (BLOCK
      LETTERS)

               

               

            	 
      	
              ______________________________________

              Address

            
	
              ________________________________

              Address

               

               

            	 
      	 
      
	
              ________________________________

              Occupation

            	 
      	 
      


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        

      

    

    
      SCHEDULE 

      
        

      

       

      SHARES
AND ENTITLEMENT TO CONSIDERATION SECURITIES

    

     

    
      	
              Vendor

            	
              Number
      of Shares

            	
              Number
      of Consideration Shares

            	
              Number
      of Consideration Shares held in Escrow

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    

      
        

      

    

    
      TRANSFER
FORM 

      
        

      

      


    

    STANDARD
TRANSFER FORM

    


    
      	
              FULL
      NAME OF COMPANY OR 

              CORPORATION

               

            	
              Virtual
      Medical Centre, Limited

            
	
              PLACE
      OF REGISTRATION

               

            	
              Western
      Australia

            


    

    
      	
              DESCRIPTION
    

            	CLASS	

              Ordinary
      fully paid

            
	OF 

              SECURITIES

            	REGISTER	 
	QUANTITY	

              WORDS

            	 
	 	FIGURES	 


    

    
      	
              FULL
      NAME(S) OF 

              TRANSFEROR(S)
      (VENDOR(S))

               

            	 
      
	
              CONSIDERATION

               

            	 
      
	
              DATE
      OF PURCHASE

               

            	 
      
	
              FULL
      NAME(S) OF 

              TRANSFEREE(S)
      

              (PURCHASER(S))

               

            	
              Cliff
      Rock Resources Corp.

            
	
              FULL
      POSTAL ADDRESS OF 

              TRANSFEREE(S)
      

              (PURCHASER(S))

            	
              2436
      – 27th
      Street SW

              Calgary,
      Alberta

              Canada
      T3E 2G3

            
	
              We
      the above named transferor(s) (Vendor(s)) for the above consideration do
      hereby transfer to the above named transferee(s) (Purchaser(s))
      (hereinafter called the Purchaser(s)) the securities as specified above
      standing in my/our name(s) in the books of the above named Company,
      subject to the several conditions on which we hold the same at the time of
      signing this transfer and we the Purchaser(s) do hereby agree to accept
      the said securities subject to the same conditions and to become a member
      of the Company and be bound, upon being registered as the holder of the
      securities, by the Company’s Constitution (if any).  We have not
      received any notice of revocation of the Power of Attorney by death of the
      grantor or otherwise, under which this transfer is
  signed.

            


    

    
      	
              TRANSFEROR(S)

              VENDOR(S)

               

               

              DATE
      SIGNED

            	 
      
	
               

              TRANSFEREE(S)

              PURCHASER(S)

               

               

              DATE
      SIGNED