EARTH SOURCE ENERGY INC.
-and-
PACIFIC GEO EXCHANGE INC.
-and-
MUELLER FAMILY TRUST
-and-
JADE EAGLE TRUST
-and-
ARIES DEVELOPMENTS LTD.
-and-
LYNN MUELLER
-and
MARK MCCOOEY
-and-
PAUL CALLON
-and-
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
ADDENDUM TO THE
SHARE PURCHASE AGREEMENT
ADDENDUM TO THE SHARE PURCHASE AGREEMENT
THIS ADDENDUM TO THE SHARE PURCHASE AGREEMENT made as of the 8th day of
February, 2006,
BETWEEN:
Earth Source Energy Inc., a corporation existing under the laws of the
Province of British Columbia (hereinafter called "ESE")
-and-
Pacific Geo Exchange Inc., a corporation existing under the laws of the
Province of British Columbia (hereinafter called "PacGeo")
-and-
Lynn Mueller of the Province of British Columbia (hereinafter called
"Lynn")
-and-
Lynn Mueller, sole trustee of the Mueller Family Trust, a trust settled
and constituted under the laws of the Province of British Columbia
(hereinafter called the "Mueller Trust")
-and-
Mark McCooey of the Province of British Columbia (hereinafter called
"Mark")
-and-
Mark McCooey, sole trustee of the Jade Eagle Trust, a trust settled and
constituted under the laws of the Province of British Columbia
(hereinafter called the "Jade Eagle Trust")
-and-
Aries Developments Ltd., a corporation existing under the laws of the
Province of British Columbia (hereinafter called "Aries")
-and-
Paul Callon of the Province of British Columbia (hereinafter called
"Callon")
-and-
(Mueller Trust, Jade Eagle Trust, and Aries hereinafter individually
referred to as a or the "Vendor" and collectively referred to as the
"Vendors")
-and-
(Lynn, and Mark (hereinafter individually referred to as the
"Principal" and collectively referred to as the "Principals")
-and-
Essential Innovations Technology Corp., a corporation existing under
the laws of the State of Nevada (hereinafter called the "Purchaser")
WHEREAS:
1. PacGeo is the owner, of record and beneficially, of 100 Class A shares
without par value and 100 Class C shares without par value of ESE;
2. In aggregate the Vendors and Principals are the owners, of record and
beneficially, of 1,000,001 Common shares without par value and 1,000
Class B Preferred shares without par value in the capital of PacGeo and
as a consequence of the foregoing, the Vendors and Principals are the
direct owners, of record and beneficially, of all of the issued and
outstanding shares of all classes in the capital of PacGeo;
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3. The Vendors, the Principals and Callon have agreed to sell and the
Purchaser has agreed to purchase all of the issued and outstanding
shares of PacGeo and the Shareholder's Loan (as hereinafter described)
upon the terms and conditions hereinafter set out;
4. The Mueller Family Trust, Jade Eagle Trust and Principals have agreed
to jointly and severally guarantee the obligations of the Vendors;
5. The Vendors, the Principals, Callon and the Purchaser entered into the
Share Purchase Agreement dated February 8, 2006;
6. The Vendors, the Principals, Callon and the Purchaser wish to amend
that Share Purchase Agreement as set out below; and
7. All the definitions are the same as in the Share Purchase Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties hereto agree as
follows:
1. Transfer of Titles of Assets
The Vendors, Principals and Callon shall cause such documents to be
executed so that Mark or Icon Agency Ltd., as the case may be, shall
transfer title of a 2002 Ford F150 S/C Laria purchased by Icon Agency
Ltd. under an instalment contract, Ford F 250 Flat deck truck for pipe
delivery; 2001 Custom Coach Travel Trailer for crew accommodations,
which owned jointly by PacGeo and Mark as described in Schedule 3.1(u),
which is attached to the Share Purchase Agreement dated February 8,
2006 to the Purchaser free and clear of all charges and encumbrances to
the Purchaser on the Closing Day.
2. Share Purchase
The balance of the share Purchase agreement shall remain in full force
and effect.
3. Closing
The closing of the transactions contemplated herein shall take place at
the Time of Closing, on the Closing Date, at the offices of the Vendors
Solicitors or at such other place as may be agreed to in writing by the
parties hereto.
4. Interpretation
All words and personal pronouns relating thereto shall be read and
construed as the number and gender of the party or parties referred to
in each case require and the verb shall be construed and agreeing with
the required word and/or pronoun. The division of this Agreement into
articles, sections, subsections and schedules and the provision of a
table of contents are for convenience of reference only and shall not
affect the interpretation or construction of this Agreement.
5. Rules of Construction
The parties hereto agree that they have been represented by counsel
during the negotiation and execution of this Agreement and, therefore,
waive the application of any law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other
document will be construed against the party drafting such agreement or
document.
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6. Expenses
Save and except as otherwise provided herein, each party shall be
responsible for its own legal, accounting and other expenses incurred
in connection with the purchase and sale of the Purchased Shares and
Shareholder's Loan, the completion of the transactions contemplated
herein and any post-closing matters in connection with the transactions
contemplated herein.
7. Time of the Essence
Time shall be of the essence of this Agreement and of every part hereof
and no extension or variation of this Agreement shall operate as a
waiver of this provision.
8. Entire Agreement
This Agreement, the Schedules hereto and the documents and instruments
and other agreements among the parties hereto as contemplated by or
referred to herein constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and supersede all
prior agreements and understandings, both written and oral, among the
parties (or among their respective counsel) with respect to the subject
mater hereof including, without limitation, provided, however, that any
confidentiality agreements, or confidentiality provisions contained in
any agreements, executed between any of the parties hereto in
connection with the transactions contemplated herein shall continue in
full force and effect until the Time of Closing and shall survive any
termination of this Agreement.
9. Amendment
This Agreement shall not be amended except in writing signed by all of
the parties hereto, and any amendment hereof shall be null and void and
shall not be binding upon any party which has not given its consent as
aforesaid.
10. Assignment
No party hereto may assign this Agreement or any part hereof without
the prior written consent of the other parties hereto. Subject to the
foregoing, this Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns. The Vendors and Principals
hereby acknowledge, confirm and consent to the Purchaser assigning this
Agreement to any financial institutions as security for any credit
facility by such institutions to the Purchaser or any Affiliate of the
Purchaser; provided that: (i) save as set forth below such financial
institutions shall in no way be liable for any of the liabilities or
the obligations of the Purchaser hereunder and (ii) the Purchaser shall
remain liable to the Vendors and Principals for their liabilities and
obligations hereunder in the event of such assignment or to a
subsidiary of the Purchaser. In connection with such assignment, the
Vendors and Principals shall execute such assurances, instruments and
consents as may be reasonably requested to confirm such assignment and
such financial institution shall be entitled to enforce this Agreement
directly against the Vendors and Principals. Notwithstanding anything
else contained herein, in the event that any claim is made against the
Vendors by any financial institution to which this Agreement has been
assigned, the Vendors and Principals shall be entitled to avail
themselves of any rights or entitlement they would have had if such
claim had been brought by the Purchaser.
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11. Counterparts
This Agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that all parties
need not sign the same counterpart.
12. Severability
In the event that any of the representations, warranties or covenants
or any portion of them contained in this Agreement are unenforceable or
are declared invalid for any reason whatsoever, such unenforceability
or invalidity shall not affect the enforceability or the validity of
the remaining terms or portions thereof of this Agreement, and such
unenforceable or invalid representation, warranty or covenant or
portion thereof shall be severable from the remainder of this
Agreement.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of
the date first above written.
SIGNED, SEALED AND DELIVERED by
MARK MCCOOEY in the presence of: )
/s/ ) /s/ Mark McCooey
- ------------------------------------ ) ---------------------------------
Witness ) MARK MCCOOEY
)
SIGNED, SEALED AND DELIVERED by )
LYNN MUELLER in the presence of: )
/s/ ) /s/ Lynn Mueller
- ------------------------------------ ) ---------------------------------
Witness ) LYNN MUELLER
)
SIGNED, SEALED AND DELIVERED by )
JADE EAGLE TRUST in the presence of: )
/s/ ) /s/ Mark McCooey
- ------------------------------------ ) ---------------------------------
Witness ) JADE EAGLE TRUST
)
SIGNED, SEALED AND DELIVERED by )
LYNN MUELLER in the presence of: )
/s/ ) /s/ Lynn Mueller
- ------------------------------------ ) ---------------------------------
Witness ) MUELLER FAMILY TRUST
)
EXECUTED by ARIES DEVELOPMENT LTD. ) ARIES DEVELOPMENT LTD.
in the presence of: ) Per:
)
/s/ ) /s/ Paul Callon
- ------------------------------------ ) ---------------------------------
Witness ) Authorized Signatory
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SIGNED, SEALED AND DELIVERED by )
PAUL CALLON in the presence of: )
)
/s/ ) /s/ Paul Callon
- ------------------------------------ ) ---------------------------------
Witness ) PAUL CALLON
)
EXECUTED by EARTH SOURCE ENERGY CORP. ) EARTH SOURCE ENERGY CORP.
in the presence of: ) Per:
/s/ ) /s/ Mark McCooey
- ------------------------------------ ) ---------------------------------
Witness ) Authorized Signatory
)
)
EXECUTED by PACIFIC GEO EXCHANGE INC. ) PACIFIC GEO EXCHANGE INC.
in the presence of: ) Per:
)
/s/ ) /s/ Lynn Mueller
- ------------------------------------ ) ---------------------------------
Witness ) Authorized Signatory
)
EXECUTED by ESSENTIAL INNOVATIONS ) ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
TECHNOLOGY CORP. in the presence of: ) Per:
)
/s/ ) /s/ Jason McDiarmid
- ------------------------------------ ) --------------------------------
Witness ) Authorized Signatory
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