THIS SHARE PURCHASE AGREEMENT (THE "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 AGREEMENT 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, 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 ACCORDANCE WITH THE 1933 ACT.
SHARE PURCHASE AGREEMENT
This Agreement is made the 18th day of December 2001.
BETWEEN:
A. Richard Bullock
of, 19 Ferguson Drive, Belfast, Northern Ireland, (herein called the "Vendor")
AND:
Kenneth F. Swaisland.
of, 2949 Palmerston Avenue, West Vancouver, British Columbia, (herein called the
"Purchaser")
WHEREAS:
The Vendor is the registered and beneficial owner of 6 million restricted common
shares (the "Shares") in the capital of Sun Power Corporation ("SNPW"); and
The Purchaser has agreed to purchase and the Vendor has agreed to sell the
Shares on the terms and conditions set forth herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of and other good
and valuable consideration now paid by the Purchaser to the Vendor (the receipt
and sufficiency of which is hereby acknowledged by the Vendor), the parties
hereby covenant and agree as follows:
On the basis of the representations and warranties of the parties to this
Agreement and subject to the terms and conditions of this Agreement, the
Purchaser agrees to purchase from the Vendor, and the Vendor agrees to sell to
the Purchaser, the Shares on the date of the Closing (as hereinafter defined).
The purchase price for the Shares is $1.10 per Share for a total of $6.6 million
(the "Price"), which shall be paid by way of a transferable promissory note at
the Closing (as hereinafter defined).
The closing of the transactions contemplated hereby (the "Closing") shall take
place on or about December 9, 2001, in Zurich, Switzerland or such other date
and place as may be agreed to by the parties hereto, by way of an exchange of
the documents hereinafter referred to. In the event that Closing shall not occur
then the Purchaser will immediately return all shares received from the Vendor.
At or prior to the Closing:
The Purchaser shall deliver to the Vendor a transferable promissory note (the
"Promissory Note") in the amount of $6.6 million, which Promissory Note shall
bear no interest.
The Purchaser agrees to pay down the Promissory Note as follows:
50% of the