AMENDED AND RESTATED SHARE PURCHASE AND SALE AGREEMENT
THIS AGREEMENT entered into the 18th day of September, 2010.
AMONG:
ENGINEERING TECHNOLOGY INC., a body corporate incorporated under the laws of the
Province of Alberta (hereinafter called "Entec" or the "Corporation")
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ENTEC CONSULTING LTD., a private company incorporated under the laws of the
Province of Alberta, Canada, with its address at 31 Elysian Crescent S.W.,
Calgary, Alberta, Canada (hereinafter "ECL")
- and -
EMERALD ISLE SERVICES LTD., a private company incorporated under the laws of the
Province of Alberta, Canada, with its address at 151 Aspen Green S.W., Calgary,
Alberta, Canada (hereinafter "Emerald Isle")
- and -
JMAX SERVICES LTD., a private company incorporated under the laws of the
Province of Alberta, Canada, with its address at 347 Douglas Glen Pointe S.E.,
Calgary, Alberta, Canada (hereinafter "JMAX")
(ECL, Emerald Isle and JMAX collectively referred to as the "Vendors")
- and -
ALASKA PACIFIC ENERGY CORP., a body corporate incorporated under the laws of the
State of Nevada (hereinafter called "Alaska" or the "Purchaser")
WHEREAS the Vendors currently own 100% of the issued and outstanding Shares (as
hereinafter defined) of the Corporation (the "Owned Shares");
AND WHEREAS the Purchaser desires to acquire all of the Owned Shares from the
Vendors in the respective amounts set out in Schedule A attached hereto;
AND WHEREAS the parties hereto entered into a share purchase and sale agreement
dated May 25, 2010 (the "PSA") and wish to amend certain terms of the same;
AND WHEREAS this agreement shall replace and supersede the PSA and the PSA shall
be terminated;
{00597796-10}
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NOW THEREFORE, in consideration of the covenants, agreements and premises
hereinafter set forth (the receipt and sufficiency of which are hereby
acknowledged), the parties to this Agreement (as hereinafter defined) covenant
and agree as follows.
ARTICLE I
INTERPRETATION
1.1
DEFINITIONS
In this Agreement, including the recitals, this Section and each Schedule in
this Agreement, unless the context otherwise requires:
(A)
"ACT" MEANS THE INCOME TAX ACT, R.S.C. 1985, C.1 (5TH
SUPPLEMENT) AS AMENDED;
(B)
"AGREEMENT" MEANS THIS AGREEMENT, THE SCHEDULES AND ANY
AMENDMENTS TO THIS AGREEMENT;
(C)
"BENEFICIAL CHANGE" MEANS WITH RESPECT TO THE CORPORATION,
ANY CHANGE TO THE BUSINESS, WHETHER DIRECT OR INDIRECT, THAT IS BENEFICIAL TO
THE BUSINESS PROSPECTS OR FINANCIAL STABILITY OF THE CORPORATION, INCLUDING
WITHOUT LIMITATION: (I) ANY ACCRETIVE EQUITY OR DEBT FINANCING COMPLETED BY THE
CORPORATION; (II) CONTRACTS WITH A THIRD PARTY(IES) ENTERED INTO BY THE
CORPORATION; AND (III) JOINT VENTURE OR PARTNERING AGREEMENTS WITH A THIRD
PARTY;
(D)
"BCA" MEANS THE BUSINESS CORPORATIONS ACT (ALBERTA), R.S.S.
1978, C.B-10;
(E)
"BUSINESS DAY" MEANS ANY DAY OTHER THAN SATURDAY, SUNDAY OR A
STATUTORY HOLIDAY WHEN THE BANKS CONDUCTING BUSINESS IN THE CITY OF CALGARY ARE
GENERALLY OPEN FOR THE TRANSACTION OF BANKING BUSINESS;
(F)
"CLOSING" MEANS THE ACTUAL CONVEYANCE AND DELIVERY OF THE
SHARES TO THE PURCHASER;
(G)
"CLOSING DATE" MEANS OCTOBER 31, 2010, OR SUCH OTHER DATE AS
MAY BE AGREED UPON IN WRITING