Blue Sky Petroleum Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF
SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “1933 ACT”). 

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
(THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933 (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. 

SUBSCRIPTION AGREEMENT – DEBT SETTLEMENT 
(Offshore
Subscribers) 


	TO: 	BLUE SKY PETROLEUM INC. (the
      “Company”) 


Purchase of Shares 

WHEREAS: 

A.                    
Patrick Laferriere (the “Subscriber”) wishes to subscribe for 286,667 common
shares in the capital stock of our Company (the “Shares”), at a deemed price of
$0.30 per Share, for an aggregate cost of $86,000 (the “Subscription
Proceeds”);

B.                    
The Company is indebted to the Subscriber in the amount of $86,000 (the
"Indebtedness”);

C.                   
 In lieu of receiving cash as payment of the Indebtedness and accrued and
unpaid interest, the Subscriber has agreed to accept the Shares as payment of
the Indebtedness and accrued and unpaid interest pursuant to the terms and
conditions set forth in this Agreement; and 

D.                   
 In lieu of receiving cash in payment of the Subscription Proceeds, the
Company is willing to apply the Indebtedness in payment of the Subscription
Proceeds. 

NOW THEREFORE THIS AGREEMENT witnesses that, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 

1.                    
Subscription 

1.1                  
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein and, as applicable, in the Canadian Questionnaire
attached hereto incorporated herein as Appendix I, the Subscriber hereby
irrevocably subscribes for and agrees to purchase 286,667 shares (collectively,
the “Shares” or the “Securities”) of the Company’s common stock
(the “Common Stock”), par value US$0.001 at a purchase price per Share of
US$0.30 (the subscription and agreement to purchase being the
“Subscription”), for an aggregate purchase price of US$86,000 (the
“Subscription Proceeds”). 




- 2 - 

1.2                  
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the Company hereby irrevocably agrees to sell the
Shares to the Subscriber. 

1.3                  
Subject to the terms hereof, the Subscription will be effective upon its
acceptance by the Company. 

2.                    
Payment 

2.1                  
The Company acknowledges that: 

	 	(a) 	
      the balance currently due from the Company to the
      Subscriber pursuant to the Indebtedness is an aggregate amount of $86,000
      (the “Indebtedness”); and

	 	 	 
	 	(b) 	
      the Company and the Subscriber agree to apply the entire
      amount of the Indebtedness and any accrued and unpaid interest in payment
      of the Subscription Proceeds and, upon delivery of a signed copy of this
      Subscription Agreement to the Subscriber together with a certificate
      evidencing the Shares registered as provided in this Subscription
      Agreement (the “Share Certificate”), the Indebtedness shall be
      fully paid (and the date of repayment shall be the date that the Share
      Certificate is issued).



3.                    
Release 

3.1                  
The Subscriber hereby agrees that upon delivery of the Shares by the Company in
accordance with the provisions of this Agreement, the Indebtedness and any
accrued and unpaid interest will be fully satisfied and extinguished, and the
Subscriber will remise, release and forever discharge the Company and its
respective directors, officers, employees, successors, solicitors, agents and
assigns from any and all obligations relating to the Indebtedness and any
accrued and unpaid interest. 

4.                    
Documents Required from Subscriber 

4.1                  
The Subscriber must complete, sign and return to the Company prior to the
Closing Date one executed copy of this Subscription Agreement. 

4.2                  
The Subscriber shall complete, sign and return to the Company without undue
delay, on request by the Company, any additional documents, questionnaires,
notices and undertakings as may be required by regulatory authorities, the OTC
Bulletin Board and applicable law. 

5.                   
 Closing 

5.1                  
The sale of the Shares shall be completed (the “Closing”) at such date as
the parties may agree upon (the “Closing Date”). 

6.                    
Acknowledgements of Subscriber 

6.1                  
The Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Securities have been or will be registered
      under the 1933 Act, or under any state securities or “blue sky” laws of
      any state of the United States, and, unless so registered, may not be
      offered or sold in the United States or, directly or indirectly, to U.S.
      Persons, as that term is defined in Regulation S under the 1933 Act
      (“Regulation S”), except in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act and in each case
      only in accordance with applicable state securities
laws;







- 3 - 

	 	(b) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933 Act or any
      other securities legislation;

	 	 	 	 
	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Shares agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Company and such decision is based entirely upon a review
      of this Subscription Agreement and any public information which has been
      filed by the Company with the Securities and Exchange Commission
      (“SEC”) in compliance, or intended compliance, with applicable
      securities legislation;

	 	 	 	 
	 	(d) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(e) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system, except that currently
      certain market makers make market in the common shares of the Company on
      the OTC Bulletin Board operated by the Financial Industry Regulatory
      Authority (“FINRA”);

	 	 	 	 
	 	(f) 	
      none of the Securities may be offered or sold by the
      Subscriber to a U.S. Person (as defined in Section 7.2, below, or for the
      account or benefit of a U.S. Person (other than a distributor) prior to
      the end of the Distribution Compliance Period (as defined
  herein);

	 	 	 	 
	 	(g) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Securities;

	 	 	 	 
	 	(h) 	
      no documents in connection with the sale of the Shares
      hereunder have been reviewed by the SEC or any state securities
      administrators;

	 	 	 	 
	 	(i) 	
      the Subscriber is purchasing the Securities pursuant to
      an exemption from the registration and the prospectus requirements of
      applicable securities legislation on the basis that the Subscriber is not
      a resident of United States and, as a consequence:

	 	 	 	 
	 		(i) 	
      is restricted from using most of the civil remedies
      available under U.S. securities legislation,

	 	 	 	 
	 		(ii) 	
      may not receive information that would otherwise be
      required to be provided under U.S. securities legislation, and

	 	 	 	 
	 		(iii) 	
      the Company is relieved from certain obligations that
      would otherwise apply under U.S. securities legislation;

	 	 	 	 
	 	(j) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Securities, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and

	 	 	 	 
	 	(k) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Company.







- 4 - 

7.                    
Representations, Warranties and Covenants of the Subscriber


7.1                  
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that: 

	 	(a) 	
      the Subscriber is not a U.S. Person;

	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(c) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading “Name and Address of Subscriber” on the signature page
      of this Subscription Agreement and the sale of the Securities to the
      Subscriber as contemplated in this Subscription Agreement complies with or
      is exempt from the applicable securities legislation of the jurisdiction
      of residence of the Subscriber;

	 	 	 
	 	(d) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(e) 	
      if the Subscriber is a corporation or other entity, the
      entering into of this Subscription Agreement and the transactions
      contemplated hereby do not and will not result in the violation of any of
      the terms and provisions of any law applicable to, or the constating
      documents of, the Subscriber or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;

	 	 	 
	 	(f) 	
      the Subscriber is acquiring the Securities as principal
      for its own account for investment purposes only and not for the account
      of any other person and not for distribution, assignment or resale to
      others, and no other person has a direct or indirect beneficial interest
      in such Securities, and it has not subdivided its interest in the
      Securities with any other person;

	 	 	 
	 	(g) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement and is acquiring the
      Securities as principal for the Subscriber’s own account for investment
      purposes only, and not with a view to, or for, resale, distribution or
      fractionalisation thereof, in whole or in part, and no other person has a
      direct or indirect beneficial interest in the Securities;

	 	 	 
	 	(h) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment and it has carefully read and considered the matters
      set forth under the heading “Risk Factors” appearing in the Company’s
      Forms 10-K, 10-Q, 8-K and any other filings filed with the SEC;

	 	 	 
	 	(i) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time;

	 	 	 
	 	(j) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      any of the Securities;

	 	 	 
	 	(k) 	
      the Subscriber understands and agrees that none of the
      Securities have been or will be registered under the 1933 Act or under any
      state securities or “blue sky” laws of any state of the United States and,
      unless so registered, may not be offered or sold in the United States or
      directly or indirectly to U.S. Persons, except in accordance with the
      provisions of Regulation S (“Regulation “S” promulgated under the 1933 Act, pursuant to an
      effective registration statement under the 1933 Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act and in each case only in accordance with
applicable state securities laws;







- 5 - 

	 	(l) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Securities prior to the expiration of a restricted
      period after the date of original issuance of the Securities (such period
      hereinafter referred to as the “Distribution Compliance Period”)
      shall only be made in compliance with the safe harbor provisions set forth
      in Regulation S, pursuant to the registration provisions of the 1933 Act
      or an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state securities
  laws;

	 	 	 	 
	 	(m) 	
      the Subscriber has not acquired the Securities as a
      result of, and it covenants that it will not itself engage in, any
      “directed selling efforts” (as defined in Regulation S) in the United
      States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Securities
      pursuant to registration of any of the Securities pursuant to the 1933 Act
      and any applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 	 
	 	(n) 	
      the Subscriber agrees not to engage in any hedging
      transactions involving any of the Securities unless such transactions are
      in compliance with the provisions of the 1933 Act and in each case only in
      accordance with applicable state securities laws;

	 	 	 	 
	 	(o) 	
      the Subscriber will indemnify the Company against, and
      will hold the Company and, where applicable, its respective directors,
      officers, employees, agents, advisors and shareholders harmless from, any
      and all loss, liability, claim, damage and expense whatsoever (including,
      but not limited to, any and all fees, costs and expenses whatsoever
      reasonably incurred in investigating, preparing or defending against any
      claim, lawsuit, administrative proceeding or investigation whether
      commenced or threatened) arising out of or based upon any representation
      or warranty of the Subscriber contained herein or in any document
      furnished by the Subscriber to the Company in connection herewith being
      untrue in any material respect or any breach or failure by the Subscriber
      to comply with any covenant or agreement made by the Subscriber to the
      Company in connection therewith;

	 	 	 	 
	 	(p) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities and is not acquiring the Securities as a result of any
      form of general solicitation or general advertising including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio or
      television, or any seminar or meeting whose attendees have been invited by
      general solicitation or general advertising; and

	 	 	 	 
	 	(q) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities,
      or

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer
  quotation system, except that currently the
Company’s common shares are quoted on the over-the-counter market operated by
the Over-The-Counter Bulletin Board operated by FINRA.








- 6 - 

7.2                  
In this Subscription Agreement, the term “U.S. Person” shall have the meaning
ascribed thereto in Regulation S. 

8.                    
Representations and Warranties will be Relied Upon by the Company


8.1                  
The Subscriber acknowledges that the representations and warranties contained
herein are made by it with the intention that such representations and
warranties may be relied upon by the Company and its legal counsel in
determining the Subscriber’s eligibility to purchase the Securities under
applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the certificates representing the Shares, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the date of this
Subscription Agreement and that they will survive the purchase by the Subscriber
of the Shares and will continue in full force and effect notwithstanding any
subsequent disposition by the Subscriber thereof. 

9.                    
Resale Restrictions 

9.1                  
The Subscriber acknowledges that any resale of any of the Shares will be subject
to resale restrictions contained in the securities legislation applicable to
each Subscriber or proposed transferee. The Subscriber acknowledges that the
Securities have not been registered under the 1933 Act or the securities laws of
any state of the United States and that none of the Securities may be offered or
sold in the United States unless registered in accordance with United States
federal securities laws and all applicable state securities laws or exemptions
from such registration requirements are available. 

9.2                  
The Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent disposition of the Securities by the Subscriber may be imposed by
securities laws in addition to any restrictions referred to in Section 9.1
above, and, in particular, the Subscriber acknowledges and agrees that none of
the Securities may be offered or sold to a U.S. Person or for the account or
benefit of a U.S. Person (other than a distributor) prior to the end of the
Distribution Compliance Period. 

10.                  
Acknowledgement and Waiver 

10.1                
The Subscriber has acknowledged that the decision to purchase the Securities was
solely made on the basis of information available to the Subscriber on the EDGAR
database maintained by the SEC at www.sec.gov.
The Subscriber hereby waives, to the fullest extent permitted by law,
any rights of withdrawal, rescission or compensation for damages to which the
Subscriber might be entitled in connection with the distribution of the
Securities. 

11.                  
Legending of Subject Securities 

11.1                 The
Subscriber hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Securities will bear a
legend in substantially the following form: 

“THESE SECURITIES WERE ISSUED IN AN
OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.” 




- 7 - 

11.2                 The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement. 

12.                  
Costs 

12.1                 The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Shares shall be borne by the
Subscriber. 

13.                  
Governing Law 

13.1                 This
Subscription Agreement is governed by the laws of the State of Oklahoma and the
laws applicable therein. 

14.                  
Survival 

14.1                 This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Securities by the Subscriber pursuant hereto.


15.                  
Assignment 

15.1                 This
Subscription Agreement is not transferable or assignable. 

16.                  
Severability 

16.1                 The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement. 

17.                  
Entire Agreement 

17.1                 Except
as expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Securities and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else. 

18.                  
Notices 

18.1                 All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication.

19.                  
Counterparts and Electronic Means 

19.1                 This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. Delivery of an executed copy of
this Subscription Agreement by electronic facsimile transmission or other means
of electronic communication capable of producing a printed copy will be deemed
to be execution and delivery of this Subscription Agreement as of the date
hereinafter set forth. 




- 8 - 

20.                  
Delivery Instructions 

20.1                 The
Subscriber hereby directs the Company to deliver the Share Certificate issued
pursuant to this Subscription Agreement to: 

20.2                
The Subscriber hereby directs the Company to cause the Share Certificate issued
pursuant to this Subscription Agreement to be registered on the books of the
Company as follows: 

20.3                 The
undersigned hereby acknowledges that it will deliver to the Company all such
additional completed forms in respect of the Subscriber’s purchase of the
Securities as may be required for filing with the appropriate securities
commissions and regulatory authorities. 

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date of acceptance by the Company. 

 

	 	 
	 	PATRICK LAFERRIERE 
	 	823 Ontario St. 
	 	Sudbury, Ontario, Canada P3L 4L1







- 9 - 

A C C E P T A N C E 

The above-mentioned Subscription Agreement in respect of the
Shares is hereby accepted by Blue Sky Petroleum Inc. 

DATED at as of the day of _______________, 2013. 

BLUE SKY PETROLEUM INC. 

 

 

	Per: 	 	 
	 	Authorized Signatory