Global Green Solutions, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






ASSET AND SHARE PURCHASE AGREEMENT 

THIS AGREEMENT is dated for reference the
27th day of June, 2011. 

BETWEEN: 


  
    
      
        SHAWN BARKER, a businessman with an address
          at PO Box 681, Trona, California 93562 

        (the “Purchaser”) 

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        GLOBAL GREEN SOLUTIONS INC., a company organized
          under the laws of the State of Nevada 

        (the “Parent”) 

      

    

  



OF THE SECOND PART 

AND: 


  
    
      
        GLOBAL GREENSTEAM LLC, a company organized under
          the laws of the State of California 

        (the “Subsidiary”) 

      

    

  



OF THE THIRD PART 

WHEREAS: 

A.          
The Parent and the Subsidiary (collectively, the “Vendor”) are the owners
of certain assets as more particularly described in Schedule A to this Agreement
(collectively, the “Assets”); and 

B.          
The Vendor has agreed to sell the Assets and to issue 1,000,000 shares of the
Parent’s common stock (the “Shares”) to the Purchaser, and the Purchaser has
agreed to purchase the Assets and the Shares from the Vendor, at and for the
price and upon the terms and conditions set forth in this Agreement. 

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in
consideration of the premises and mutual covenants and agreements hereinafter
set forth, the parties hereto agree as follows: 




- 2 - 

	1. 	
      Sale of Assets and Shares

	 	 
	1.1 	
      On the basis of the terms and conditions set out herein,
      the Vendor hereby agrees to sell and transfer the Assets to the Purchaser
      on an “as is where is” basis and the Purchaser hereby agrees to purchase
      and accept the Assets from the Vendor effective on the Closing Date (as
      defined herein).

	 	 
	1.2 	
      The purchase price for the Assets and the Shares is
      $400,000 (the “Purchase Price”) to be paid by way of certified
      cheque, bank draft, or wire transfer by the Purchaser to the Vendor on the
      Closing Date (as defined herein).

	 	 
	1.3 	
      The Purchaser shall complete, execute and deliver to the
      Vendor on the Closing Date the Accredited Investor Questionnaire attached
      hereto as Schedule “C” to this Agreement (the “Questionnaire”).

	 	 
	1.4 	
      Upon the later of five business days after the Closing
      Date and the date that the Vendor receives the completed and executed
      Questionnaire, the Vendor shall issue the Shares to the
  Purchaser.

	 	 
	1.5 	
      The Purchaser agrees to be responsible for the timely
      payment of any sales tax that is applicable to this transaction.

	 	 
	1.6 	
      The closing of the transaction contemplated by this
      Agreement shall take place at San Diego, California on June 27, 2011 or
      such other date as the parties hereto mutually agree (the “Closing
      Date”).

	 	 
	1.7 	
      On the Closing Date, the Vendor shall execute and deliver
      to the Purchaser all such documents as shall be necessary to effectively
      transfer the Assets to the Purchaser, free and clear of all pledges,
      liens, charges, security interests, leases, title retention agreements,
      mortgages, options, adverse claims or encumbrances of any kind or
      character whatsoever (an “Encumbrance”), or any contract to create
      any of the foregoing, unless such Encumbrance is permitted by the
      Purchaser.

	 	 
	1.8 	
      The Purchaser hereby agrees that it is purchasing the
      Assets in their AS IS, WHERE IS condition and acknowledges that it has
      previously been given the opportunity to and has conducted such
      investigations and inspections of the Assets as it has deemed necessary or
      appropriate for the purposes of this Agreement.

	 	 
	1.9 	
      EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE VENDOR
      DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS, STATEMENTS,
      WARRANTIES, OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER CONCERNING THE
      ASSETS, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) ANY
      WARRANTIES REGARDING THE CONDITION, QUANTITY AND/OR QUALITY OF ANY OR ALL
      OF THE ASSETS AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR PURPOSE ARE
DISCLAIMED.







- 3 - 

	1.10 	
      Notwithstanding any other provision of this Agreement,
      the Vendor will retain the exclusive use and possession of the Assets
      until such time as it has notified the Purchaser in writing that it no
      longer requires such use of the Assets (the “Notice”).

	 	 
	1.11 	
      During the time that the Vendor retains the exclusive use
      and possession of the Assets pursuant to Section 1.10 after the Closing
      Date, the Vendor will continue to use the Assets in the same manner as
      before the Closing Date and the Vendor may use the Assets for ongoing
      testing and development of its GreensteamTM process and
      technology.

	 	 
	1.12 	
      The Vendor will be deemed to have delivered the Notice
      effective on June 30, 2012, if it has not delivered the Notice to the
      Purchaser by June 30, 2012 and has not exercised its Buy-Back Option
      pursuant to Section 2.1.

	 	 
	1.13 	
      Upon the Vendor delivering the Notice, the Purchaser
      shall assume the Vendor’s obligations under Section 3.3.9 of the Program
      Agreement dated March 31, 2008 between Aera Energy LLC and Global
      Greensteam LLC (the “Program Agreement”) which is attached hereto
      as Schedule “B”. Without limiting the generality of the foregoing, upon
      the Vendor delivering the Notice to the Purchaser, the Purchaser shall
      remove the Assets from the Site (such term is defined in Schedule “A”).
      The Purchaser agrees to indemnify and hold harmless the Vendor from and
      against any and all loss, liability, claim, damage and expense whatsoever
      (including, without limitation, any and all legal or other expenses
      reasonably incurred in investigating, preparing or defending against any
      litigation, commenced or threatened, or any claim whatsoever, whether
      arising out of any action between Area Energy LLC and the Vendor) for any
      claim relating to Section 3.3.9 of the Program Agreement or the
      Purchaser’s obligations under this section of the Agreement.

	 	 
	2. 	
      Buy-back of the Assets

	 	 
	2.1 	
      At any time on or before December 31, 2011, the Vendor
      shall have the option to repurchase the Assets from the Purchaser (the
      “Buy-Back Option”) for the sum of $400,000.

	 	 
	2.2 	
      The Vendor shall exercise the Buy-Back Option by
      delivering a written notice (the “Buy- Back Notice”) to the
      Purchaser on or before December 31, 2011 stating that the Vendor wishes to
      exercise the Buy-Back Option and a date for the closing of the Buy-Back
      Option with such date to be not more than fifteen (15) business days from
      the date the Vendor delivered the Buy-Back Notice.

	 	 
	3. 	
      License

	 	 
	3.1 	
      Upon the Vendor delivering the Notice to the Purchaser,
      the Vendor shall grant to the Purchaser a non-exclusive license (the
      “License”) to use the Vendor’s technology relating to its
      Greensteam process with, and only with, the Assets.

	 	 
	3.2 	
      The License is not transferable without the written
      consent of the Vendor.







- 4 - 

	3.3 	
      Upon the granting of the License, the Vendor and the
      Purchaser shall enter into a license agreement (the “License
      Agreement”), which License Agreement will, upon execution, replace and
      supersede this Agreement as it relates to the License. The Vendor and the
      Purchaser acknowledge that the License Agreement will contain the
      covenants and conditions set out herein and such other additional
      representations, warranties and terms that are normally included in
      transactions similar to those contemplated by the License.

	 	 
	4. 	
      Representations and Warranties

	 	 
	4.1 	
      The Vendor represents and warrants to the Purchaser
      that:




	 	(a) 	
      the Parent is a company duly organized, validly existing
      and in good standing under the laws of the State of Nevada and has full
      power and authority to enter into and perform its obligations under this
      Agreement;

	 	 	 	 
	 	(b) 	
      the Subsidiary is a company duly organized, validly
      existing and in good standing under the laws of the State of California
      and has full power and authority to enter into and perform its obligations
      under this Agreement;

	 	 	 	 
	 	(c) 	
      the Vendor owns, possesses and has good marketable title
      to the Assets free and clear of all mortgages, liens, charges, pledges,
      security interests, encumbrances and other claims;

	 	 	 	 
	 	(d) 	
      the execution and delivery by the Vendor of this
      Agreement and the performance by the Vendor of its obligations hereunder,
      has been duly authorized by all necessary action on the part of the Vendor
      and no further authorization is or was necessary therefore, and does not
      and will not conflict with or result in a breach of its organizational
      documents, any law applicable to or binding on the Vendor, or any
      contractual restriction binding on or affecting the Vendor; and

	 	 	 	 
	 	(e) 	
      this Agreement has been duly executed and delivered by
      the Vendor, and this Agreement constitutes legal, valid and binding
      obligations of the Vendor enforceable against it in accordance with its
      terms, subject only to:

	 	 	 	 
	 		(i) 	
      any applicable bankruptcy, insolvency, reorganization,
      moratorium or similar laws affecting creditors’ rights generally,
    and

	 	 	 	 
	 		(ii) 	
      general principles of equity (regardless of whether such
      enforceability is considered in a proceeding in equity or at
  law).




	4.2 	
      The Purchaser warrants and represents to the Vendor that
      the Purchaser has the authority to enter into this Agreement and to
      purchase the Assets in the manner contemplated by this
Agreement.

	 	 
	5. 	
      Arbitration

	 	 
	5.1 	
      If any controversy, dispute, claim, question or
      difference arises with respect to this Agreement or its performance,
      enforcement, breach, termination or validity, the
matter will be settled or resolved according to the arbitration
  provisions set forth in this Section 5.







- 5 - 

		
      (a)        
       An arbitration will be commenced by a party giving a written notice
      to the other party containing a statement of the issue in dispute, a
      description of the claim being made and a statement that a dispute is
      being submitted to arbitration. The arbitration will be held in San Diego
      County, California pursuant to the JAMS Streamlined Arbitration Rules
      & Procedures in effect on the Closing Date, before a single
      arbitrator. The parties will appoint the arbitrator by agreement within
      fifteen (15) business days after the notice commencing the arbitration,
      failing which the arbitrator will be appointed by JAMS upon application by
      either Party. Each Party, unless materially prejudiced thereby, shall
      endeavor in good faith to tender its respective claim(s) or dispute(s),
      and evidence, to the arbitrator for decision as expeditiously as
      reasonably feasible, and by means of written submissions and evidence
      (including where appropriate declarations under penalty of perjury in
      compliance with applicable California law) and waiver of hearing pursuant
      to JAMS Rule 18. The arbitrator’s decision and award will be final and
      binding and may be entered in any court having jurisdiction over the
      enforcement of such award. The arbitrator will not have the power to award
      any punitive damages. In order to prevent irreparable harm, the arbitrator
      may grant temporary or permanent injunctive or other equitable relief in
      accordance with the rules of equity; and

	 	 
		
      (b)         
      each Party shall bear its own attorneys' fees and costs in connection with
      the arbitration.

	 	 
	6. 	
      Miscellaneous

	 	 
	6.1 	
      The Purchaser acknowledges
that:





	 	(a) 	
      this Agreement was prepared by Clark Wilson LLP for the
      Vendor;

	 	 	 
	 	(b) 	
      Clark Wilson LLP received instructions from the Vendor
      and does not represent the Purchaser;

	 	 	 
	 	(c) 	
      the Purchaser has been requested to obtain his own
      independent legal advice on this Agreement prior to signing this
      Agreement;

	 	 	 
	 	(d) 	
      the Purchaser has been given adequate time to obtain
      independent legal advice;

	 	 	 
	 	(e) 	
      by signing this Agreement, the Purchaser confirms that he
      fully understands this Agreement; and

	 	 	 
	 	(f) 	
      by signing this Agreement without first obtaining
      independent legal advice, the Purchaser waives his right to obtain
      independent legal advice.




	6.2 	
      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.







- 6 - 

	6.3 	
      Words imparting the singular number include the plural
      and vice-versa and words imparting gender include the masculine, feminine
      and gender neutral as the context requires.

	 	 
	6.4 	
      If one or more provisions contained in this Agreement
      shall be invalid, illegal or unenforceable in any respect under any
      applicable law, the validity, legality and enforceability of the remaining
      provisions hereof shall not be affected or impaired thereby.

	 	 
	6.5 	
      Any additional covenants, conditions, or agreements set
      forth in writing and attached hereto whether at the commencement of the
      said term or at any subsequent time and signed by the parties hereto will
      be read and construed together with and will form part of this
      Agreement.

	 	 
	6.6 	
      The Parties will execute and deliver all such further
      documents, do or cause to be done all such further acts and things, and
      give all such further assurances as may be necessary to give full effect
      to the provisions and intent of this Agreement.

	 	 
	6.7 	
      Unless otherwise provided, all dollar amounts referred to
      in this Agreement are in lawful money of the United States.

	 	 
	6.8 	
      No amendment or waiver of any provision of this
      Agreement, nor any consent to any departure by the parties therefrom,
      shall in any event be effective unless the same shall be in writing and
      signed by the other party, and then such waiver or consent shall be
      effective only in the specific instance and for the specific purpose for
      which given.

	 	 
	6.9 	
      Except as otherwise expressly provided herein, all
      notices, requests, demands, directions and communications by one party to
      the other shall be sent by facsimile or similar means or recorded
      communication or hand delivery, and shall be effective when hand delivered
      or, in the case of facsimile or similar means of recorded communication,
      when received.

	 	 
	6.10 	
      No failure on the part of the Vendor or the Purchaser to
      exercise, and no delay in exercising, any right under this Agreement shall
      operate as a waiver thereof; nor shall any single or partial exercise of
      any right hereunder preclude any other or further exercise thereof or the
      exercise of any other right. The remedies herein provided are cumulative
      and not exclusive of any remedies provided by law.

	 	 
	6.11 	
      This Agreement shall be governed by, and construed in
      accordance with, the laws of the State of California and shall be treated
      in all respects as a California contract. The parties hereby submit to the
      exclusive jurisdiction of the courts of competent jurisdiction of the
      State of California in any proceedings hereunder.

	 	 
	6.12 	
      This Agreement shall be binding upon and enure to the
      benefit of the parties hereto and their respective successors and
      permitted assigns, and neither party shall have the right to assign its
      rights hereunder or any interest herein without the prior written consent
      of the other, which consent may not be arbitrarily withheld.

	 	 
	6.13 	
      Time shall be of the essence
hereof.







- 7 - 

	6.14 	
      This Agreement may be executed in counterparts and by
      different parties in separate counterparts, each of which when so executed
      shall be deemed an original and all of which, taken together, shall
      constitute one and the same instrument.



IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be executed as of the date first above written. 

GLOBAL GREEN SOLUTIONS INC. 


	Per: 	“Craig A. Harting” 	 
	  	Authorized Signatory 	 


GLOBAL GREENSTEAM LLC. 


	Per: 	“Craig A. Harting” 	 
	  	Authorized Signatory 	 



	WITNESSED BY: 	) 	  
	  	) 	  
	“Garry L. Corey” 	) 	“Shawn Barker” 
	  	) 	 
    
	Signature 	) 	SHAWN BARKER 
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	  	) 	  
	Address 	) 	  
	  	) 	  
	  	) 	  
	Occupation 	  	  






- 8 - 

SCHEDULE “A” 

  DESCRIPTION OF ASSETS 

All capitalized terms used in this Schedule “A” shall have the
meaning ascribed to them in the Asset Purchase Agreement dated June 27, 2011
among Shawn Barker, Global Green Solutions Inc., and Global Greensteam LLC. 

The Assets consist of the Vendor’s GreensteamTM
demonstration system located within a fenced project site on Aera Energy LLC’s
Belridge oilfield near Bakersfield, California, and having the following US
postal address: 

20576 7th Standard Road 
McKittrick,
California 93251 

  (the “Site”) 

Specifically, the Assets are comprised of all mechanical and
electrical equipment purchased by the Subsidiary and located within the fenced
site at the Site, but does not include the following: 

	
  equipment and facilities leased or rented from other parties by the Vendor;
  

  
	
  equipment loaned to the Vendor by Aera Energy LLC; and 

  
	
  all equipment and engineering and administrative computer systems (not
  including control computer systems) located in the project site office.
  






- 9 - 

SCHEDULE “B” 

  PROGRAM AGREEMENT 

Incorporated herein by reference to Exhibit Number 10.47
included with our report on Form 10-Q filed with the SEC on April 11, 2008. 




- 10 - 

SCHEDULE “C” 

ACCREDITED INVESTOR QUESTIONNAIRE 

Capitalized terms used but not otherwise defined in this
Certificate shall have the meanings given to such terms in that certain Asset
and Share Purchase Agreement dated June 21, 2011 between the Purchaser, the
Parent, and the Subsidiary (the “Agreement”). All capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the meaning,
unless the context clearly requires otherwise. In connection with the issuance
of the Shares to the undersigned, the undersigned hereby agrees, acknowledges,
represents and warrants, as an integral part of the Agreement, that: 

	1. 	
      the Purchaser satisfies one or more of the categories of
      “Accredited Investor”, as defined by Regulation D promulgated under the
      Securities Act, as indicated below: (Please initial in the space provide
      those categories, if any, of an “Accredited Investor” which the
      undersigned satisfies.)




		__________	Category 1 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of purchase exceeds US
      $1,000,000 excluding the value of the primary residence of such person(s)
      and the related amount of indebtedness secured by the primary residence up
      to its fair market value. 

	 	 	  	
      

		__________	Category 2 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 




	2. 	
      the Purchaser satisfies one or more of the categories of
      “accredited investor” (as that term is defined in National Instrument
      45-106) indicated below (Please initial in the space provide those
      categories, if any, of an “Accredited Investor” which the undersigned
      satisfies.)




		__________	Category 1 	
      An individual who, either alone or with a spouse,
      beneficially owns financial assets having an aggregate realizable value
      that before taxes, but net of any related liabilities, exceeds $1,000,000.
      

	 	 	  	
      

		__________	Category 2 	
      An individual whose net income before taxes exceeded $200
      000 in each of the 2 most recent calendar years or whose net income before
      taxes combined with that of a spouse exceeded $300 000 in each of the 2
      most recent calendar years and who, in either case, reasonably expects to
      exceed that net income level in the current calendar year; 

	 	 	  	
      

		__________	Category 3 	
      An individual who, either alone or with a spouse, has net
      assets of at least $5,000,000. 







- 11 - 

	3. 	
      none of the Shares have been or will be registered under
      the Securities Act, or under any state securities or “blue sky” laws of
      any state of the United States, and 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 of the Securities Act of 1933 Act (the “1933
      Act”), except in accordance with the provisions of Regulation S or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the Securities Act and in compliance with any
      applicable state and foreign securities laws;

	 	 
	4. 	
      the undersigned understands and agrees that offers and
      sales of any of the Shares shall be made only in compliance with the
      registration provisions of the Securities Act of 1933 or an exemption
      therefrom and in each case only in accordance with applicable state and
      foreign securities laws;

	 	 
	5. 	
      the undersigned understands and agrees not to engage in
      any hedging transactions involving any of the Shares unless such
      transactions are in compliance with the provisions of the Securities Act
      and in each case only in accordance with applicable state and provincial
      securities laws;

	 	 
	6. 	
      the undersigned is acquiring the Shares for investment
      only and not with a view to resale or distribution and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Shares in the United States or to U.S. Persons;

	 	 
	7. 	
      the Vendor has not undertaken, and will have no
      obligation, to register any of the Shares under the Securities
  Act;

	 	 
	8. 	
      the Vendor is entitled to rely on the acknowledgements,
      agreements, representations and warranties and the statements and answers
      of the undersigned contained in the Agreement and this Certificate, and
      the undersigned will hold harmless the Vendor from any loss or damage
      either one may suffer as a result of any such acknowledgements,
      agreements, representations and/or warranties made by the undersigned not
      being true and correct;

	 	 
	9. 	
      the undersigned has been advised to consult their own
      respective legal, tax and other advisors with respect to the merits and
      risks of an investment in the Shares and, with respect to applicable
      resale restrictions, is solely responsible (and the Vendor is not in any
      way responsible) for compliance with applicable resale
  restrictions;

	 	 
	10. 	
      the undersigned and the undersigned’s advisor(s) have had
      a reasonable opportunity to ask questions of and receive answers from the
      Vendor in connection with the acquisition of the Shares under the
      Agreement, and to obtain additional information, to the extent possessed
      or obtainable by the Vendor without unreasonable effort or
  expense;

	 	 
	11. 	
      the books and records of the Vendor were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the undersigned during reasonable business hours at its
      principal place of business and that all documents, records and books in
      connection with the acquisition of the Shares under the Agreement have
      been made available for inspection by the undersigned, the undersigned’s
      attorney and/or advisor(s);







- 12 - 

	12. 	
      the undersigned (i) is able to fend for itself in
      connection with the acquisition of the Shares; (ii) has such knowledge and
      experience in business matters as to be capable of evaluating the merits
      and risks of its prospective investment in the Shares; and (iii) has the
      ability to bear the economic risks of its prospective investment and can
      afford the complete loss of such investment;

	 	 	 
	13. 	
      the undersigned is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares 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;

	 	 	 
	14. 	
      no person has made to the undersigned any written or oral
      representations:

	 	 	 
		(a) 	
      that any person will resell or repurchase any of the
      Shares;

	 	 	 
		(b) 	
      that any person will refund the purchase price of any of
      the Shares;

	 	 	 
		(c) 	
      as to the future price or value of any of the Shares;
      or

	 	 	 
		(d) 	
      that any of the Shares 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 Shares on any stock
      exchange or automated dealer quotation system;




	15. 	
      the undersigned is acquiring the Shares as principal for
      their own account, for investment purposes only, and not with a view to,
      or for, resale, distribution or fractionalization thereof, in whole or in
      part, and no other person has a direct or indirect beneficial interest in
      the Shares;

	 	 
	16. 	
      neither the Securities and Exchange Commission or other
      securities commission or similar regulatory authority has reviewed or
      passed on the merits of the Shares;

	 	 
	17. 	
      the Vendor shall refuse to register any transfer of
      Shares not made in accordance with the provisions of Regulation S,
      pursuant to registration under the Securities Act, or pursuant to an
      available exemption from registration under the Securities Act;

	 	 
	18. 	
      the Shares issued to the undersigned will bear the
      following legend:




  
    
      
        “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE
          BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
          (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND,
          UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
          IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. “UNITED
          STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION
          S UNDER THE 1933 ACT.”; 

      

    

  






- 13 -


	19. 	
      the address of the undersigned included herein is the
      sole address of the undersigned as of the date of this
  certificate;

	 	 
	20. 	
      the undersigned is the beneficial owner of their
      respective Shares free and clear of all liens, charges and encumbrances of
      any kind whatsoever;

	 	 
	21. 	
      no Person has or will have any agreement or option or any
      right capable at any time of becoming an agreement to purchase or
      otherwise acquire the Shares held by the undersigned or require the
      undersigned to sell, transfer, assign, pledge, charge, mortgage or in any
      other way dispose of or encumber any of their Shares other than under the
      Agreement;

	 	 
	22. 	
      the undersigned waives all claims and actions connected
      with the issuance of or rights attached to the Shares held by the
      undersigned, including without limitation, the benefit of any
      representations, warranties and covenants in favour of the undersigned
      contained in any share purchase or subscription agreement(s) for such
      Shares; and any registration, liquidation, or any other rights by and
      between or among the undersigned and any other Person;

	 	 
	23. 	
      pursuant to BCI 51-509 Issuers Quoted in the U.S.
      Over-the Counter Markets (“BCI 51- 509”), a subsequent trade in any of
      the Shares in or from British Columbia will be a distribution subject to
      the prospectus and registration requirements of Applicable Securities Laws
      in Canada (including the Securities Act (British Columbia) (the “BC
      Act”) unless certain conditions are met, which conditions include, among
      others, a requirement that any certificate representing the Shares (or
      ownership statement issued under a direct registration system or other
      book entry system) bear the restrictive legend (the “BC Legend”) specified
      in BCI 51-509;

	 	 
	24. 	
      the undersigned is not a resident of British Columbia and
      undertakes not to trade or resell any of the Shares in or from British
      Columbia unless the trade or resale is made in accordance with BCI 51-509.
      The undersigned understands that others will rely upon the truth and
      accuracy of the representations and warranties contained in this
      Certificate and agrees that if such representations and warranties are no
      longer accurate or have been breached, the undersigned shall immediately
      notify the Vendor;

	 	 
	25. 	
      by executing and delivering the Agreement and as a
      consequence of the representations and warranties made by the undersigned
      contained in this Certificate, the undersigned will have directed the
      Vendor not to include the BC Legend on any certificates representing any
      of the Shares to be issued to the undersigned. As a consequence,
  the undersigned will not be able to rely on the resale
      provisions of BCI 51-509, and any subsequent trade in any of the Shares in
      or from British Columbia will be a distribution subject to the prospectus
  and registration requirements of the BC Act; and







- 14 - 

	26. 	
      if the undersigned wishes to trade or resell any of the
      Shares in or from British Columbia, the undersigned agrees and undertakes
      to return, prior to any such trade or resale, any certificate representing
      the Shares to the Vendor’s transfer agent or the Vendor, as applicable, to
      have the BC Legend imprinted on such certificate or to instruct the
      Vendor’s transfer agent to include the BC Legend on any ownership
      statement issued under a direct registration system or other book entry
      system.



IN WITNESS WHEREOF, I have executed this Certificate of U.S.
Shareholder. 

		         
      Date:  _________________________________________, 2011 
	Signature 	  
	 	 
	 	 
	Print Name 	  
	 	 
	 	 
	Title (if applicable) 	  
	 	 
	 	 
	Address