Filed by sedaredgar.com - Cheetah Oil and Gas Inc. - Exhibit 10.1






SHARE PURCHASE AGREEMENT

BETWEEN:

LNG ENERGY LTD., a corporation
incorporated under the laws 
of British Columbia, with an office at #220-1075
West Georgia 
Street, Vancouver, B.C. V6E 3C9 (fax: 604-639-4670)

(“LNG”)

AND:

CHEETAH OIL & GAS LTD., a
corporation incorporated under 
the laws of Nevada, with an address at Box
172, Station A., 
Nanaimo, B.C. V9R 5K9 (fax: 250-714-1186)

(“Cheetah”)

AND:

LNG ENERGY (BC) LTD., a
corporation incorporated under the 
laws of British Columbia, with an address
at #220-1075 West 
Georgia Street, Vancouver, B.C. V6E 3C9 (fax:
604-639-4670)

(“LNG BC”)

RECITALS:

A. LNG BC has 1,000 class A common shares outstanding, of which
900 are owned by LNG and 100 are owned by Cheetah. The shares owned by LNG were
acquired under a subscription agreement (the “Subscription Agreement”)
dated as of July 20, 2007 as amended September 27, 2007 among LNG BC, Cheetah,
and Kepis & Pobe Investments Inc. (and Kepis’ interest was later assigned to
LNG);

B. LNG BC, LNG and Cheetah have entered into an unanimous
shareholder agreement (the “Shareholders’ Agreement”) dated as of
November 26, 2007 which governs the business and affairs of LNG BC;

C. Under the terms of the Subscription Agreement and the
Shareholders’ Agreement, LNG BC, LNG and Cheetah agreed that a portion of the
subscription proceeds were to be paid by LNG BC to Cheetah to permit Cheetah to
repay the “Nevadaco Payables” (as defined in the Shareholders’ Agreement) and
that upon the repayment of such Nevadaco Payables the “B.C. Indebtedness” (as
defined in the Shareholders’ Agreement) being amounts then owing by LNG 




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BC to Cheetah would be reduced with the intended result that
upon payment of the Nevadaco Payables the B.C. Indebtedness would be repaid in
full;

D. Amounts owing by Cheetah to parties described as the CK
Cooper investors (the “CK Cooper Investors”) were included in the list of
Nevadaco Payables, and Cheetah, by letter to LNG dated September 16, 2008, has
requested that LNG make payment to Cheetah of $340,000 to permit Cheetah to
repay the CK Cooper Investors;

E. Pursuant to a loan agreement (the “Loan Agreement”)
dated as of March 12, 2008 between LNG and Cheetah, LNG lent Cheetah Cdn$300,000
in the form of a secured demand loan bearing interest at a rate of 8% per annum
(the “Loan”), and as of November 12, 2008, unpaid interest of
Cdn$13,326.03 had accumulated on the Loan;

F. As security for the Loan, Cheetah granted to LNG a first
ranking security interest in the 100 class A common shares (the “Shares”)
owned by Cheetah in the capital of LNG BC; and

G. Cheetah has now agreed to sell to LNG, and LNG has agreed to
purchase from Cheetah, the Shares, and the parties wish to record the terms and
conditions of the purchase and sale in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the Recitals and the mutual covenants hereinafter contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:

1. Cheetah hereby sells, assigns and transfers to LNG, and LNG
hereby purchases from Cheetah, the Shares for an aggregate purchase price of
US$250,000 to be satisfied as follows:

	 	(a) 	
      US$187,500 by cheque paid by LNG to Cheetah;
and

	 	 	 
	 	(b) 	
      the amount of $62,500 (the “Withheld Funds”) by
      cheque paid to “Fasken Martineau DuMoulin LLP, in trust” in accordance
      with Section 2.



2. The Withheld Funds will be held by Fasken Martineau DuMoulin
LLP on their undertaking to keep the Withheld Funds in their trust account, with
interest accruing for the benefit of Cheetah, and make no use of them whatsoever
except in accordance with the following:

	 	(a) 	
      if the Cheetah or its solicitors has not delivered to
      Fasken Martineau DuMoulin, LLP a clearance certificate (a “Clearance
      Certificate”) issued by the Canada Revenue Agency (the “CRA”)
      pursuant to Section 116 of the Income Tax Act (Canada) (the
      “Act”) for Cheetah with a certificate limit equal to or greater
      than the amount of the Purchase Price by the 28th day of the month
      following the date hereof, Fasken Martineau DuMoulin LLP will remit the
      balance of the Withheld Funds to the CRA by the 30th day of such month
      unless they have previously received in writing addressed to Cheetah or
      its solicitors (on behalf of Cheetah)







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      and LNG the consent of the CRA to remit the Withheld
      Funds at a later date without application of any interest or penalties, in
      which case Fasken Martineau DuMoulin will remit the Withheld Funds in
      accordance with the directions of the CRA, and

	 	 	 
		(b) 	
      if Cheetah or its solicitors has delivered to Fasken
      Martineau DuMoulin LLP a Clearance Certificate, Fasken Martineau DuMoulin
      LLP may disburse to Cheetah the Withheld Funds, plus any interest accrued
      thereon.

	 	 	 
	3. Cheetah represents and warrants to LNG and LNG
      BC that:
	 	 	 
		(a) 	
      Cheetah is a validly subsisting corporation under the
      laws of the State of Nevada;

	 	 	 
		(b) 	
      Cheetah is the legal and beneficial owner of the Shares
      and had good and marketable title thereto free and clear of all liens,
      charges, pledges, encumbrances and other claims whatsoever, except as
      contemplated in the Loan Agreement;

	 	 	 
		(c) 	
      Cheetah has the full power and capacity to enter into
      this Agreement and to transfer the legal and beneficial title and
      ownership of the Shares to LNG;

	 	 	 
		(d) 	
      this Agreement, when executed and delivered, will
      constitute a legal, valid and binding obligation of Cheetah enforceable
      against Cheetah in accordance with its terms, subject to applicable
      bankruptcy, insolvency and similar laws affecting creditors’ rights
      generally;

	 	 	 
		(e) 	
      the execution, delivery and performance of this Agreement
      by Cheetah and the completion of the transactions contemplated by this
      Agreement do not and will not result in or constitute a default, breach or
      violation or an event that, with notice or lapse of time or both, would be
      a default, breach or violation of any of the terms, conditions or
      provisions of any agreement to which Cheetah is bound or the constating
      documents of Cheetah;

	 	 	 
		(f) 	
      no person, firm or corporation has any agreement or
      option or a right capable of becoming an agreement for the purchase of the
      Shares other than as herein provided;

	 	 	 
		(g) 	
      it is a non-resident of Canada for purposes of Section
      116 of the Act.

	 	 	 
	4. LNG represents and warrants to Cheetah
  that:
	 	 	 
		(a) 	
      LNG is a validly subsisting corporation under the laws of
      the Province of British Columbia;

	 	 	 
		(b) 	
      LNG has the full power and capacity to enter into this
      Agreement;

	 	 	 
		(c) 	
      this Agreement, when executed and delivered, will
      constitute a legal, valid and binding obligation of LNG enforceable
      against LNG in accordance with its terms,







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      subject to applicable bankruptcy, insolvency and similar
      laws affecting creditors’ rights generally; and

	 	 	 
	 	(d) 	
      the execution, delivery and performance of this Agreement
      by LNG and the completion of the transactions contemplated by this
      Agreement do not and will not result in or constitute a default, breach or
      violation or an event that, with notice or lapse of time or both, would be
      a default, breach or violation of any of the terms, conditions or
      provisions of any agreement to which LNG is bound or the constating
      documents of LNG.



5. LNG hereby foregives all outstanding amounts relating to the
Loan (including principal and interest) and acknowledges, confirms and agrees
that there is no further outstanding indebtedness or obligation of Cheetah to
LNG in connection with the Loan or under the Loan Agreement.

6. Cheetah hereby acknowledges, confirms and agrees that there
is no further outstanding indebtedness or obligation of LNG BC or LNG to Cheetah
and in particular that, the B.C. Indebtedness has been paid in full and that
neither LNG BC nor LNG owe any amounts to Cheetah in respect of any Nevadaco
Payables (including any and all amounts which may be owing by Nevadaco to the CK
Cooper Investors).

7. Cheetah will protect, indemnify and hold harmless LNG, LNG
BC, the subsidiaries of such corporations, and each director, officer, employee,
affiliate and agent of all such corporations (collectively, the “Indemnified
Persons”), from and against any and all losses, claims, damages,
liabilities, costs or expenses caused or incurred by the Indemnified Persons by
reason of, or arising directly or indirectly out of, or resulting from any claim
(including any action, suit, proceeding, investigation or inquiry, whether
formal or informal) taken by or involving:

	 	(a) 	
      the Nevadaco Payables, and in particular the CK Cooper
      Investors or parties related to such persons; or

	 	 	 
	 	(b) 	
      any person who is, was or after the date of this
      Agreement becomes, a shareholder of Cheetah.



8. The parties hereby acknowledge and agree that Shareholders’
Agreement is hereby terminated. 

9. Concurrently with the execution and closing of the
transactions contemplated under this Agreement the parties confirm delivery and
receipt of the following documents:

	 	(a) 	
      Resignation of Robert McAllister as a director of LNG
      BC;

	 	 	 
	 	(b) 	
      Power of attorney to transfer the Shares to LNG duly
      executed by Cheetah;

	 	 	 
	 	(c) 	
      Certified copy of resolutions of the board of directors
      of Cheetah approving the execution of this agreement and the transactions
      contemplated herein; and







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	 	(d) 	
      Certified copy of resolutions of the board of directors
      of LNG approving the execution of this agreement and the transactions
      contemplated herein.



10. LNG and LNG BC, each on behalf of itself and its officers,
directors, servants, employees and agents, including any related or associated
companies, and their heirs, executors, administrators, successors and assigns,
does hereby release, remise and forever discharge Cheetah of and from any and
all manner of actions, causes of action, suits, contracts, claims, damages,
costs and expenses of any nature or kind whatsoever, whether in law or in
equity, which, as against Cheetah, LNG or LNG BC has ever had, now has, or at
any time hereafter can, shall or may have, by reason of or arising out of any
cause, matter or thing whatsoever occurring or existing up to and inclusive of
the date hereof, except for claims arising from out of:

	 	(a) 	
      any incorrectness in or breach of any representation or
      warranty of Cheetah contained in Section 3 or under any other agreement,
      certificate or instrument executed and delivered by Cheetah under this
      Agreement;

	 	 	 
	 	(b) 	
      the indemnity provided in Section 7; or

	 	 	 
	 	(c) 	
      any breach of or any non-fulfilment of any covenant or
      agreement on the part of Cheetah under this Agreement or under any other
      agreement, certificate or instrument executed and delivered by Cheetah
      under this Agreement.



11. Cheetah, on behalf of itself and its officers, directors,
servants, employees and agents, including any related or associated companies,
and their heirs, executors, administrators, successors and assigns, does hereby
release, remise and forever discharge LNG of and from any and all manner of
actions, causes of action, suits, contracts, claims, damages, costs and expenses
of any nature or kind whatsoever, whether in law or in equity, which, as against
LNG, Cheetah has ever had, now has, or at any time hereafter can, shall or may
have, by reason of or arising out of any cause, matter or thing whatsoever
occurring or existing up to and inclusive of the date hereof, except for claims
arising out of:

	 	(a) 	
      any incorrectness in or breach of any representation or
      warranty of LNG contained in Section 4 or under any other agreement,
      certificate or instrument executed and delivered by LNG under this
      Agreement; or

	 	 	 
	 	(b) 	
      any breach of or any non-fulfilment of any covenant or
      agreement on the part of LNG under this Agreement or under any other
      agreement, certificate or instrument executed and delivered by LNG under
      this Agreement.



12. This Agreement will be governed by and construed in
accordance with the laws of the Province of British Columbia.

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

14. The parties will execute 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 this Agreement.




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15. All notices, demands and payments under this Agreement must
be in writing and may be delivered personally, via e-mail or by facsimile
transmission to the addresses set out on the first page of this Agreement or to
such other addresses as may from time to time be notified in writing by the
parties. All notices will be deemed to have been given and received on the next
business day following the date of transmission or delivery, as the case may
be.

16. Except to the extent otherwise required by law or with the
prior consent of the other parties, none of the parties will make any public
announcement regarding this Agreement or the transactions contemplated by this
Agreement. To the extent a public announcement is required to be made by law,
the party intending to make the announcement will first provide the other party
with a copy of the proposed announcement and will consider all reasonable
comments proposed by the other party to the announcement.

17. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter of this Agreement and supersedes any
prior negotiations, understandings and agreements between them in respect of
such subject matter. The failure of any party to insist on the strict
performance of any provision of this Agreement will not limit the rights of that
party to insist at any future time on the performance of the same or any other
provision of this Agreement.

18. This Agreement may be executed in counterpart and such
counterparts together shall constitute one and the same agreement and may be
delivered by fax, telecopy or other electronic means and shall, notwithstanding
the date of execution thereof, be deemed effective as at the date set forth
above.

IN WITNESS WHEREOF the parties hereto have executed this Agreement
  as of the 25 day of November, 2008.

	LNG ENERGY LTD. 	 	CHEETAH OIL & GAS LTD. 
	Per:	 /s/ signed

    	 	Per: 	/s/ Robert McAllister
	 	Authorized Signatory 	 	 	Authorized Signatory 
	 	  	 	 	  
	LNG ENERGY (BC) LTD. 	 	 	  
	Per: 	/s/ signed	 	 	  
	 	Authorized Signatory