sc13da6.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U8Yg7LTZjw8KxBCVG5G70Or+ac13MZq3DLOAV8hh8y1u9ZOaG4TMvxaYvVUp7K2o BWpsZTp6EA/9hhgkFsn5kw== 0000896726-08-000058.txt : 20080911 0000896726-08-000058.hdr.sgml : 20080911 20080911143138 ACCESSION NUMBER: 0000896726-08-000058 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080911 DATE AS OF CHANGE: 20080911 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEOGLOBAL RESOURCES INC. CENTRAL INDEX KEY: 0000896726 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 330464753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54879 FILM NUMBER: 081067047 BUSINESS ADDRESS: STREET 1: SUITE 310, 605 - 1ST STREET S.W. CITY: CALGARY STATE: A0 ZIP: T2P 3S9 BUSINESS PHONE: 403-777-9250 MAIL ADDRESS: STREET 1: SUITE 310, 605 - 1ST STREET S.W. CITY: CALGARY STATE: A0 ZIP: T2P 3S9 FORMER COMPANY: FORMER CONFORMED NAME: GEOGLOBAL RESOURCES INC DATE OF NAME CHANGE: 20040202 FORMER COMPANY: FORMER CONFORMED NAME: SUITE 101 COM INC DATE OF NAME CHANGE: 19990201 FORMER COMPANY: FORMER CONFORMED NAME: KINETIC VENTURES LTD DATE OF NAME CHANGE: 19970514 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROY JEAN PAUL CENTRAL INDEX KEY: 0001260846 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6A CALLE 6-19 CITY: GUATEMALA CITY STATE: A1 ZIP: 00000 BUSINESS PHONE: 403.777.9250 MAIL ADDRESS: STREET 1: C/O #310, 605 - 1 STREET SW CITY: CALGARY STATE: A0 ZIP: T2P 3S9 SC 13D/A 1 sc13da6.htm SCHEDULE 13D AMENDMENT NO. 6 sc13da6.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

GEOGLOBAL RESOURCES INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

37249T109

(CUSIP Number)

Carla Boland

SUITE 310, 605 - 1 STREET SW

CALGARY, ALBERTA

CANADA T2P 3S9

(403) 777-9250

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

September 2, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the

Notes).

CUSIP No. 37249T109

1. Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only):

Jean Paul Roy (S.S. or I.R.S. Identification Nos. of person not required).

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]

(b) [ X ]

3. SEC Use Only

4. Source of Funds (See Instructions):

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ]

6. Citizenship or Place of Organization:

Canadian

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power:	32,846,000
	8.	Shared Voting Power:	0
	9.	Sole Dispositive Power:	32,846,000
	10.	Shared Dispositive Power:	0

11. Aggregate Amount Beneficially Owned by Each Reporting Person:

32,846,000

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]

13. Percent of Class Represented by Amount in Row (11):

44.8%

14. Type of Reporting Person (See Instructions):

ITEM 1. SECURITY AND ISSUER.

The class of equity securities to which this Statement relates is shares of common stock, par value $.001 per share (the "Shares"), of GeoGlobal Resources Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at Suite 310, 605 – 1 Street SW, Calgary, Alberta, Canada T2P 3S9.

ITEM 2. IDENTITY AND BACKGROUND.

This Statement is being filed by Jean Paul Roy who is a citizen of Canada and a resident of Guatemala with a residence address at Lot #5, Tetuan Residencias, Camino a San Antonio Aguas Calientas, Antigua Guatemala, Sacatepecuez, Guatemala and a business address at Suite 310, 605 - 1 Street SW, Calgary, Alberta, Canada T2P 3S9.

Mr. Roy is a director, President and CEO of the Company. The Company’s registered office is located at Suite 310, 605 - 1 Street SW, Calgary, Alberta, Canada T2P 3S9

Mr. Roy has not, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) As of the date hereof, Mr. Roy is the record and beneficial owner of 32,846,000 shares of Common Stock (which includes 500,000 common shares deemed to be issued and outstanding upon exercise of options). This number represents approximately 44.8% of the issued and outstanding shares of Common Stock, based on 73,305,756 shares issued and outstanding as of September 2, 2008 (which also includes 500,000 common shares deemed to be issued and outstanding upon exercise of options).

(b) Mr. Roy has the sole power to vote or to direct the vote of the Shares held by him and has the sole power to dispose or to direct the disposition of the Shares held by him.

(c) On September 2, 2008, Mr. Roy entered into a Share Purchase Agreement with Primary Corp. whereby he agreed to sell on the closing date in a private, negotiated transaction 375,000 shares of the Company’s common stock at a price of $3.00 per share. The closing of the sale is to occur seven (7) days after the filing by Mr. Roy with the required Canadian securities regulatory authorities of a Form 45-102F1, Notice of Intention to Distribute Securities under Section 2.8 of NI 45-102. Mr. Allan Kent, Executive Vice President, Chief Financial Officer and a Director of the Company, is also a party to the agreement with respect to his sale of an aggregate of 375,000 shares by him at a price of $3.00 per share to Primary Corp., of which 270,000 shares were sold at an initial closing on September 2, 2008 and the balance will be sold concurrently with the sale of Mr. Roy’s shares.

Also on September 2, 2008, Mr. Roy, along with Mr. Kent, entered into an agreement with Primary whereby they agreed, on the date of Mr. Kent’s initial closing under the Share Purchase Agreement described above, to deliver to Primary Corp. 105,000 shares of Common Stock on September 2, 2008 and at the closing of the sale of Mr. Roy’s shares, a total of 600,000 shares of Company common stock to secure the performance of an indemnity against loss on Primary’s purchase of the shares of common stock of the Company from Messrs. Roy and Kent as further described in Item 6 below.

(d) Not applicable

(e) Not applicable

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The Share Purchase Agreement entered into by Mr. Roy, together with Mr. Kent, provides that such persons will indemnify Primary Corp. against a loss of its investment in the shares it purchased plus an agreed return on its investment in the event that, during the period commencing six months and one day after the respective initial and subsequent closing dates of Primary Corp.’s purchase of the shares through the date seven months after such closing dates, Primary Corp. elects to sell the shares through the facilities of the American Stock Exchange or otherwise and the sum of (a) the greater of (i) the gross proceeds received by Primary Corp. from the sale of such shares during such period and (ii) the Fair Market Value, as defined, of the shares sold during such period and (b) the Fair Market Value of any such shares unsold on the dates seven months after such closing dates is less than certain stipulated sums, Messrs. Roy and Kent will indemnify Primary Corp. against such deficiency. The aggregate amounts subject to indemnification with respect to the 270,000 shares sold at the first closing is $953,370 and with respect to the 480,000 shares sold at the second closing is $1,694,880. If Primary Corp. is prevented from selling such shares because the Company is not in compliance with Rule 144(c)(i) [the availability of current public information], adopted under the Securities Act of 1933, as amended, the period during which Primary Corp. is indemnified in connection with its re-sale of the shares is extended to one month following the date on which the Company completes the filings and the amount of the deficiency as to which Primary Corp. is entitled to indemnification is increased. Fair Market Value is defined in the Share Purchase Agreement as the actual gross sale price received by Primary Corp. from sales of shares on the American Stock Exchange, provided the shares are sold in a reasonably prudent and businesslike manner, and as to any shares not sold on the Exchange, including any shares unsold at the end of the seven-month period, the closing price of the Company’s common stock on the business day immediately preceding Primary Corp.’s sale of the shares or on the dates seven months after the respective closing dates. If Primary Corp. elects not to sell the shares at these times, Messrs. Roy and Kent are relieved of the indemnity and the pledged shares are returned to them.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 10.01

Share Purchase Agreement dated September 2, 2008 between Allan Kent, Jean Paul Roy and Primary Corp.

Exhibit 10.02

Securities Pledge Agreement dated September 2, 2008 between Allan Kent, Jean Paul Roy and Primary Corp.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: September 9, 2008

/s/ Jean Paul Roy

Jean Paul Roy

EX-10.01 2 exhb1001.htm SHARE PURCHASE AGREEMENT exhb1001.htm

EXHIBIT 10.01

SHARE PURCHASE AGREEMENT

THIS AGREEMENT dated for reference September 2, 2008 is between:

ALLAN KENT, c/o Suite #310, 605 – 1 Street SW, Calgary, Alberta,

Canada T2P 3S9

(“Kent”)

AND

JEAN PAUL ROY, c/o Suite #310, 605 – 1 Street SW, Calgary, Alberta,

Canada T2P 3S9

(“Roy”)

(Kent and Roy are collectively referred to herein as the “Sellers”)

AND

PRIMARY CORP., a corporation incorporated under the laws of Ontario

(the “Buyer”)

BACKGROUND

A. Kent is the beneficial owner of 375,000 common shares (the “Kent Shares”) in the capital of GeoGlobal Resources Inc., a Delaware corporation (the “Company”).

B. Roy is the beneficial owner of 375,000 common shares (the “Roy Shares”) in the capital of the Company.

C. The Sellers have agreed to sell and the Buyer has agreed to buy all of the Kent Shares and all of the Roy Shares (collectively, the “Sellers’ Shares”) on the terms and conditions contained in this Agreement.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:

PART 1

INTERPRETATION

1.1 Defined Terms.

In this Agreement the following terms shall have the following meanings:

(a)	“Business Day” means any day which is not a Saturday, Sunday or a statutory holiday in British Columbia or the United States of America;

(b)	“Buyer’s Losses” has the meaning given in paragraph 7.2;

(c)	“Closing” shall mean either the First Tranche Closing or the Second Tranche Closing, as the case may be;

(d)	“Closing Date” shall mean either the First Tranche Closing Date or the Second Tranche Closing Date, as the case may be;

(e)	“Company” means GeoGlobal Resources Inc., a Delaware corporation;

(f)	“Encumbrance” means any lien, claim, charge, pledge, hypothecation, security interest, mortgage, title retention agreement, declaration of trust, right of set-off, option or other encumbrance of any kind;

(g)	“Exchange” shall mean the American Stock Exchange, or such successor market or stock exchange on which the Company’s shares are listed or traded if no longer listed on the American Stock Exchange;

(h)

“Fair Market Value” means (i) in respect of all sales of First Tranche Shares and Second Tranche Shares through the facilities of the Exchange, the actual gross sale price received by the Buyer therefor, provided the shares are sold in a reasonably prudent and business-like manner and (ii) otherwise as to any First Tranche Shares or Second Tranche Shares not sold on the Exchange , the closing price of the Company’s common stock on the Exchange as of the close of trading on the Exchange on the Business Day immediately preceding the Buyer’s sale of such shares or, as to any shares unsold on such date, the date that is seven (7) months after the First Tranche Closing Date or the Second Tranche Closing Date, as applicable.

(i)	“First Tranche Closing” has the meaning given in paragraph 8.1;

(j)	“First Tranche Closing Date” means September 2, 2008, or such other date as the parties hereto agree in writing;

(k)	“First Tranche Shares” has the meaning given in paragraph 2.2;

(l)

“Governmental Authority” means any Canadian (whether federal, territorial, provincial, municipal or local), international or foreign government, governmental authority, quasi-governmental authority, court, self-regulatory organization, commission, tribunal or organization or any agent, subdivision, department or branch of any of the foregoing;

(m)	“Kent Shares” has the meaning given in Recital A;

(n)	“Material Adverse Change” means any transaction, event, condition, change, circumstance or effect that results in or may reasonably be expected to result in a material adverse change to:

(i)	the business or the financial condition, assets or prospects of the Company; or

(ii)	the value of the Sellers’ Shares;

(o)	“Person” means an individual, legal personal representative, corporation, body corporate, firm, partnership, trust, trustee, syndicate, joint venture, limited liability company, association, unincorporated organization, union, Governmental Authority or other entity or organization;

(p)	“Purchase Price” has the meaning given in paragraph 2.2;

(q)	“Required Consents” has the meaning given in paragraph 5.1;

(r)	“Roy Shares” has the meaning given in Recital B;

(s)	“Second Tranche Closing” has the meaning given in paragraph 8.3;

(t)	“Second Tranche Closing Date” means the earlier of (i) eight (8) days following the filing by Roy of Form 45-102FI with all applicable Canadian Securities Commissions, and (ii) September 30, 2008, or such other date as the parties hereto agree in writing;

(u)	“Second Tranche Shares” has the meaning given in paragraph 2.3;

(v)	“Sellers’ Shares” means collectively, the Kent Shares and the Roy Shares;

1.2 Interpretation.

In this Agreement, except as otherwise expressly provided:

(a)	the headings to the parts, sections, paragraphs, and schedules of this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement;

(b)	any reference to a part, section, paragraph or schedule is to the relevant part, section, paragraph or schedule of this Agreement;

(c)	words of one gender include all genders, and words in the singular include the plural and vice versa; and

(d)	any reference to a statute includes and is a reference to such statute, and to the regulations made pursuant to it, as amended and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or regulations.

PART 2

SALE AND PURCHASE

2.1 Agreement to Sell and Purchase.

The Sellers agree to sell free and clear of all Encumbrances, and the Buyer agrees to purchase, the Sellers’ Shares on the terms and conditions contained in this Agreement.

2.2 First Tranche Closing.

On the First Tranche Closing Date, Kent will sell and the Buyer will purchase 270,000 Kent Shares (the “First Tranche Shares”) for and at a purchase price of US$3.00 per share (for an aggregate purchase price of US$810,000 (the “First Tranche Purchase Price”)), payable on the First Tranche Closing Date by wire transfer of immediately available funds. Kent hereby irrevocably authorizes and directs the Buyer to pay US$660,000 of the First Tranche Purchase Price to the Company by wire transfer in accordance with where transfer instructions provided by the Company, and to pay the remaining balance of $150,000 of the First Tranche Purchase Price to Kent, as he may direct.

2.3 Second Tranche Closing.

2.4 On the Second Tranche Closing Date:

(a)	Kent will sell and the Buyer will purchase 105,000 Kent Shares; and

(b)	Roy will sell and the Buyer will purchase all of the Roy Shares;

(collectively, the “Second Tranche Shares”) for and at a purchase price of US$3.00 per share (for an aggregate purchase price of US$1,440,000 (the “Second Tranche Purchase Price”), payable on the Second Tranche Closing Date by wire transfer of immediately available funds to the bank account designated by Kent in the amount of $645,000 and designated by Roy in the amount of $795,000.

PART 3

SELLERS’ REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties.

In order to induce the Buyer to enter into and consummate this Agreement, the Sellers jointly and severally represent and warrant to the Buyer that the following statements set out in this Part 3 are true, accurate and not misleading.

(a)

Authorized and Issued Capital. The authorized share capital of the Company is 100,000,000 shares of common stock, with a par value of $0.001 each of which 72,205,755 shares of common stock are issued and outstanding as of August 29, 2008, and 1,000,000 shares of preferred stock, with a par value of $0.01 each of which none are issued or outstanding..

(b)	Insolvency or Amalgamation. No proceedings have been taken or authorized by any Person with respect to the bankruptcy, insolvency, liquidation, dissolution or winding-up of the Company or with respect to any amalgamation, merger, consolidation, arrangement or reorganization relating to the Company.

(c)	Securities Legislation. The Company is a “reporting issuer” in the Provinces of British Columbia, Alberta, Ontario and Quebec, and the sale of the Shares by the Sellers to the Buyer complies with all applicable securities legislation.

(d)	Title to Shares. Each Seller is the legal and beneficial owner of the Sellers’ Shares referred to in the Recitals above, free of all Encumbrances. The Shares have been validly issued, are fully paid and non-assessable shares in the capital of the Company.

(e)

Competing Rights to Shares. Except as provided in this Agreement, there are no agreements or arrangements in force which provide for the present or future issue, allotment, transfer, redemption, repayment or conversion of any of the Sellers’ Shares including, without limitation, any option or right of pre-emption or conversion.

(f)

Capacity of Sellers. Each Seller has the right and authority to enter into this Agreement on the terms and conditions set out in it and to transfer the legal and beneficial title and ownership of the Sellers’ Shares to the Buyer. This Agreement constitutes a valid and binding obligation of each of the Sellers.

(g)

Litigation. Except as publicly disclosed in the Company’s periodic reports on file with the US Securities and Exchange Commission, there is no action, suit, investigation, claim or proceeding in progress or pending or, to the knowledge of the Sellers, threatened against or relating to the Sellers or the Company or affecting their assets or the business or which could affect the Sellers rights to enter into and perform their obligations under this Agreement. So far as the Sellers are aware, there are no facts, matters or circumstances which could give rise to any such action, suit, investigation, claim or proceeding. There is no judgement, decree, injunction, rule or order of any court or Governmental Authority outstanding against the Sellers or the Company or any of their respective assets.

(h)	Non-Contravention. The performance of this Agreement will not:

(i)

conflict with, or result in the breach of, or constitute a default under, any agreement, arrangement or instrument to which either of the Sellers or the Company is party to, or any Encumbrance, lease, contract, order, judgment, regulation or other restriction or obligation of any kind by which either of the Sellers or the Company or any of their respective assets are bound; or

(ii)	contravene or conflict with any laws or regulations binding upon or applicable to the Sellers, the Company or the Shares.

(i)	Governmental Authorization. Except as expressly referred to in this Agreement, the execution, delivery and performance of this Agreement by the Sellers requires no action by, consent or approval of, or filing with, any Governmental Authority.

(j)

Resale Restrictions. On each Closing Date, the Sellers' Shares purchased by the Buyer shall be subject to restrictions on resale as being “restricted securities”, and purchased from an “affiliate” of the Company, as the terms “restricted securities” and “affiliate” are defined under Rule 144 adopted under the US Securities Act of 1933, as amended, and shall not be subject to any other hold period, resale or other transfer restrictions whatsoever.

(k)	Advisory Fees. There is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of the Company or any Seller who might be entitled to any fee, commission or reimbursement from the Buyer.

(l)	Canadian Residence. Neither of the Sellers are a “non-resident” of Canada within the meaning of section 116 of the Act.

(m)

Full Disclosure. The information furnished to the Buyer by or on behalf of the Sellers relating to the Sellers’ Shares, the Sellers and the Company, which includes, among other disclosures, all periodic reports filed by the Company with the US Securities and Exchange Commission on EDGAR, was when given, and continues to be, true, accurate and complete in all material respects and not misleading and, does not omit to state any material fact which, if disclosed, might reasonably be expected to affect the decision of the Buyer to purchase the Shares.

3.2 Representations at Closing.

The representations and warranties of the Sellers in this Agreement shall continue to be true, accurate and not misleading up to and including the relevant Closing Date as if each such representation and warranty were repeated at such Closing Date with reference to the facts and circumstances then existing.

3.3 Knowledge and Awareness.

If any provision in this Part 3 is qualified by the expression “to the best of the knowledge of the Sellers” or “so far as the Sellers are aware” or any similar phrases, the knowledge and awareness of the Sellers shall be deemed to include such knowledge as would be gained through due and careful enquiries into the subject matter of that provision, and for these purposes, the knowledge, information or awareness of either one of the Sellers shall be attributable to the other Seller.

3.4 Reliance.

The Sellers acknowledge that the Buyer has entered into this Agreement relying on the representations and warranties of the Sellers under this Agreement and the rights and remedies of the Buyer with respect to any breach of such representations and warranties shall not be affected by:

(a)	any investigation or independent searches that have been or may be undertaken by or on behalf of the Buyer; or

(b)	any information which is now known, or may become known, to the Buyer or its officers, directors or professional advisers.

PART 4

BUYER’S REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties.

In order to induce the Sellers to enter into and consummate this Agreement, the Buyer represents and warrants to the Sellers that the following statements set out in this Part 4 are true, accurate and not misleading.

(a)	Organization and Good Standing. The Buyer is a company duly incorporated, validly existing and in good standing under the laws of Province of Ontario.

(b)	Capacity. The Buyer has the right and authority to enter into this Agreement on the terms and conditions set out in it and this Agreement constitutes a valid and binding obligation of the Buyer.

4.2 Representations at Closing.

The representations and warranties of the Buyer in this Agreement shall continue to be true, accurate and not misleading up to and including the relevant Closing Date as if each such representation and warranty were repeated at such Closing Date with reference to the facts and circumstances then existing.

PART 5

COVENANTS OF THE SELLERS

5.1 Consents.

The Sellers shall obtain, or shall provide the Buyer with all co-operation or support reasonably required by the Buyer to allow the Buyer to obtain, if applicable, at or before each Closing Date, from all appropriate Governmental Authorities and other Persons any permits, consents, assignments, approvals, certificates, filings, registrations and authorizations required to permit the completion of the transactions contemplated by this Agreement (“Required Consents”), including but not limited to the filing by Roy of Form 45-102F1 with all required Canadian securities regulatory authorities not less than seven (7) days prior to the Second Tranche Closing Date.

5.2 Notification.

The Sellers shall immediately notify the Buyer in writing of any action or circumstance which may arise between the date of this Agreement and the Closing Date which results, or may result, in:

(a)	a Material Adverse Change;

(b)	a breach of any representation or warranty of the Sellers contained in this Agreement, if such representation or warranty were repeated at any time before Closing by reference to the facts and circumstances then existing; or

(c)	any of the information provided in the schedules to this agreement becoming untrue, incorrect or misleading in any material respect.

5.3 Return on Investment.

(a) In order to induce the Buyer to enter into this Agreement and to acquire the Sellers’ Shares, the Sellers have agreed to ensure that the Buyer achieves a minimum return on its investment in the Sellers’ Shares in accordance with the terms of this paragraph 5.3.

(a)

With respect to the First Tranche Shares, if, during the period commencing six (6) months and one (1) day after the First Tranche Closing Date through the date which is seven (7) months after the First Tranche Closing Date (the "First Tranche Election Period"), the Buyer elects to sell the First Tranche Shares, through the facilities of the Exchange or otherwise, by delivering written notice of same to the Sellers, and the sum of (a) the greater of (i) the gross proceeds received by Buyer from the sale of such shares during such period and (ii) the Fair Market Value of the shares sold during such period, and (b) the Fair Market Value of any such shares unsold on the date seven (7) months after the First Tranche Closing Date is less than US$953,370 (the “First Tranche Amount”) (representing a return of the First Tranche Purchase Price and a profit of US$143,370) (such lesser amount being herein defined as the “First Tranche Deficiency”), the Sellers will indemnify and save harmless the Buyer from such First Tranche Deficiency and will pay to the Buyer an amount equal to the First Tranche Deficiency. Notwithstanding the foregoing, if the Buyer is prevented from selling any of the First Tranche Shares by reason of the failure of the Company to be in compliance with Rule 144(c)(1), the First Tranche Election Period shall be extended to a date one month following the date on which the Company completes all such filings and the Buyer is then able to proceed with the sale of the First Tranche Shares (the "Extended First Tranche Election Period"), and the amount of the First Tranche Deficiency shall be increased by an amount equal to US$266.30 per day for each day following the date which is six (6) months after the First Tranche Closing Date, until the end of the Extended First Tranche Election Period. If the Buyer elects not to sell the First Tranche Shares at that time, the Sellers will be relieved of their indemnity hereunder.

(b)

With respect to the Second Tranche Shares, if during the period commencing six (6) months and one (1) day after the Second Tranche Closing Date through the date which is seven (7) months after the Second Tranche Closing Date (the "Second Tranche Election Period"), the Buyer elects to sell the Second Tranche Shares, through the facilities of the Exchange or otherwise, by delivering written notice of same to the Sellers, and the sum of (a) the greater of (i) the gross proceeds received by Buyer from the sale of such shares during such period and (ii) the Fair Market Value of the shares sold during such period, and (b) the Fair Market Value of any such shares unsold on the date seven (7) months after the Second Tranche Closing Date is less than US$1,694,880 (the “Second Tranche Amount”) (representing a return of the Second Tranche Purchase Price and a profit of US$254,880) (such lesser amount being herein defined as the Second Tranche Deficiency”), the Sellers will indemnify and save harmless the Buyer from such Second Tranche Deficiency and will pay to the Buyer an amount equal to the Second Tranche Deficiency. Notwithstanding the foregoing, if the Buyer is prevented from selling any of the Second Tranche Shares by reason of the failure of the Company to be in compliance with Rule 144(c)(1), the Second Tranche Election Period shall be extended to a date one month following the date on which the Company completes all such filings and the Buyer is then able to proceed with the sale of the Second Tranche Shares (the "Extended Second Tranche Election Period"), and the amount of the Second Tranche Deficiency shall be increased by an amount equal to US$473.43 per day for each day following the date which is six (6) months after the Second Tranche Closing Date, until the end of the Extended Second Tranche Election Period. If the Buyer elects not to sell the Second Tranche Shares at that time, the Sellers will be relieved of their indemnity hereunder.

5.4 Security.

5.5 As security for the Sellers’ obligations under this Agreement, the Sellers shall, (a) concurrently with the execution and delivery of this Agreement, execute and deliver to the Buyer a securities pledge agreement, pursuant to which the Sellers will pledge and deposit with the Buyer not less than 105,000 common shares in the capital of the Company concurrently with the First Tranche Closing, which shares shall be released from the securities pledge agreement for sale at the Second Tranche Closing, and (b) will pledge and deposit with the Buyer not less than 600,000 common shares in the capital of the Company concurrently with the Second Tranche Closing.

PART 6

CONDITIONS PRECEDENT

6.1 Buyer’s Conditions Precedent.

The obligations of the Buyer to complete the sale and purchase of the Sellers’ Shares under this Agreement shall be subject to the fulfilment of each of the following conditions on or before each Closing Date.

(a)	Accuracy of Representations and Warranties. The representations and warranties of the Sellers set out in this Agreement shall be true , accurate and not misleading as at the Closing Date with reference to the facts and circumstances then existing.

(b)	Consents. All Required Consents shall have been obtained from the appropriate Governmental Authorities and other Persons on terms satisfactory to the Buyer.

(c)	Performance of Obligations. The Sellers shall have performed and complied with all obligations, covenants and agreements to be performed and complied with by each of them on or before Closing under this Agreement.

(d)	Due Diligence. The Buyer shall have completed to its reasonable satisfaction a due diligence review of the assets, liabilities, financial position and affairs of the Company.

(e)	Material Adverse Change. There shall have been no Material Adverse Change between the date of this Agreement and the Closing Date.

(f)	Closing Documentation. All documents listed in paragraphs 8.2 and 8.4, as the case may be, shall have been received by the Buyer.

6.2 Waiver/Termination.

The conditions contained in paragraph 6.1 are for the exclusive benefit of the Buyer and may be waived by it in whole or in part at any time. If any of the conditions in paragraph 6.1 are not fulfilled or waived on or before the relevant Closing Date, the Buyer shall be relieved of all obligations under this Agreement.

PART 7

SURVIVAL AND INDEMNITY

7.1 Survival of Representations, Warranties, Covenants and Agreements.

Except as to claims asserted under Section 5.3 of this Agreement, the representations, warranties, covenants and agreements of the Sellers in this Agreement shall survive Closing and the payment of the purchase price and shall continue in full force and effect for a period of seven (7) months and one (1) day from the First Tranche Closing Date.

7.2 Indemnification of Buyer.

The Sellers jointly and severally covenant and agree to indemnify and hold harmless the Buyer and its Affiliates or Associates from and against any losses, costs, damages, liabilities and fees (including, without limitation, reasonable legal fees on a solicitor and own client basis) suffered or incurred as a result of, or arising out of:

(a)	any of the representations or warranties of the Sellers in this Agreement being untrue, inaccurate or misleading when made; or

(b)	a breach of any covenant, term or agreement made in this Agreement by any Seller;

(which losses, costs, damages, liabilities and fees are collectively referred to as “Buyer’s Losses”). Notwithstanding the foregoing, any indemnity hereunder shall be reduced by the amount of any recovery by Buyer pursuant to Section 5.3 hereof

PART 8

CLOSINGS

8.1 First Tranche Closing.

The sale and purchase of the First Tranche Shares shall be closed (the “First Tranche Closing”) at the offices of Davis LLP, Suite 2800, 666 Burrard Street, Vancouver, British Columbia V6C 2Z7 at 10:00 a.m. (Vancouver Time) on September 2, 2008 or on such other date or at such other place as may be mutually agreed upon in writing by the parties (the “First Tranche Closing Date”).

8.2 Delivery by Sellers on the First Tranche Closing Date.

On the First Tranche Closing Date the Sellers shall deliver, or cause to be delivered, the following documents to the Buyer:

(a)	a share certificate representing the First Tranche Shares;

(b)	a medallion signature guaranteed stock power of attorney authorizing the transfer of the First Tranche Shares;

(c)

a securities pledge agreement (the "Securities Pledge Agreement"), pursuant to which the Sellers pledge and deposit in favour of the Buyer not less than 105,000 common shares in the capital of the Company, as security for the obligations of the Sellers thereunder, together with all share certificates, medallion signature guaranteed stock powers of attorney and other transfer documents as the Buyer or its counsel may require;

(d)	an opinion of the solicitors for the Sellers dated the First Tranche Closing Date in form set satisfactory to the Buyer and its counsel;

(e)	executed copies of all consents or approvals referred to in paragraph 6.1(b); and

(f)	all such other documents, instruments, records, conveyances, assignments, assurances, consents and certificates which, in the opinion of the Buyer acting reasonably, are necessary to effect and evidence the transfer of the Shares to the Buyer free and clear of all Encumbrances.

8.3 Second Tranche Closing.

The sale and purchase of the Second Tranche Shares shall be closed (the “Second Tranche Closing”) at the offices of Davis LLP, Suite 2800, 666 Burrard Street, Vancouver, British Columbia V6C 2Z7 at 10:00 a.m. (Vancouver Time) on the Second Tranche Closing Date or on such other date or at such other place as may be mutually agreed upon in writing by the parties (the “Second Tranche Closing Date”).

8.4 Delivery by Sellers on the Second Tranche Closing Date.

On the Second Tranche Closing Date the Sellers shall deliver, or cause to be delivered, the following documents to the Buyer:

(a)	a share certificate representing the Second Tranche Shares;

(b)	a medallion signature guaranteed stock power of attorney authorizing the transfer of the Second Tranche Shares;

(c)	share certificates representing 600,000 common shares in the capital of the Company, together with medallion signature guaranteed stock powers of attorney and other transfer documents as the Buyer or its counsel may require, to be held by the Buyer pursuant to the Securities Pledge Agreement;

(d)	a certificate executed by the Sellers certifying that the representations and warranties of the Sellers set out in this Agreement are true, accurate and not misleading as at the Closing Date with reference to the facts and circumstances then existing;

(e)	an opinion of the solicitors for the Sellers dated the Second Tranche Closing Date in form set satisfactory to the Buyer and its counsel;

(f)	executed copies of all consents or approvals referred to in paragraph 6.1(b); and

(g)	all such other documents, instruments, records, conveyances, assignments, assurances, consents and certificates which, in the opinion of the Buyer acting reasonably, are necessary to effect and evidence the transfer of the Shares to the Buyer free and clear of all Encumbrances.

PART 9

GENERAL

9.1 Notices.

Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be considered to have been sufficiently given if delivered by hand, transmitted by facsimile transmission or mailed by prepaid registered post in Canada to the address or facsimile transmission number of each party set out below:

if to the Buyer:

Primary Corp.

Suite 2110 - 130 King St. West

P.O. Box 91

Toronto, Ontario M5X 1B1

Attention: Rob Pollock

Fax No: (416) 214-5954

if to the Sellers:

c/o Suite #310, 605 – 1 Street SW,

Calgary, Alberta, Canada T2P 3S9

Attention: Gregory Harris, Esq.

Fax No: (403) 777-9199

or to such other address or facsimile transmission number as any party may, from time to time, designate in the manner set out above. Any such notice or communication shall be considered to have been received:

(a)	if delivered by hand during business hours on a Business Day, upon receipt by a responsible representative of the receiver, and if not delivered during business hours, upon the commencement of business hours on the next Business Day;

(b)	if sent by facsimile transmission during business hours on a Business Day, upon the sender receiving confirmation of the transmission, and if not transmitted during business hours, upon the commencement of business hours on the next Business Day following confirmation of the transmission; and

(c)	if mailed by prepaid registered post in Canada, upon the fifth Business Day following posting; except that, in the case of a disruption or an impending or threatened disruption in postal services every notice or communication shall be delivered by hand or sent by facsimile transmission.

9.2 Time of Essence.

Time shall be of the essence of this Agreement.

9.3 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of British Columbia and applicable Canadian law and shall be treated in all respects as a British Columbia contract.

9.4 Submission to Jurisdiction.

Each of the parties shall:

(a)	submit to the jurisdiction of the courts of British Columbia; and

(b)	if any appointed agent is required, notify the others in writing of the name and address of its appointed agent.

9.5 Entire Agreement.

This Agreement and the documents and instruments to be executed and delivered under it constitute the entire agreement between the parties and supersedes any previous agreement or arrangement, oral or written, between the parties. This Agreement and the documents and instruments to be executed and delivered under it, contain all the covenants, representations, and warranties of the respective parties. There are no oral representations or warranties between the parties of any kind. This Agreement may not be amended or modified in any respect except by written instrument signed by each of the parties.

9.6 Severability.

If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, that shall not affect or impair:

(a)	the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b)	the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

9.7 Currency.

All transactions referred to in this Agreement shall be made in lawful currency of United States in immediately available funds. Any reference to cash in this Agreement includes a reference to cash, certified cheque, bankers draft, wire or electronic transfer.

9.8 Enurement.

This Agreement shall enure to the benefit of and shall be binding upon the parties and their respective heirs, executors, administrators, successors and assigns.

9.9 Further Assurances.

At any time after Closing, each of the Sellers shall at their own expense execute and deliver all such documents and instruments and do all such acts as the Buyer may reasonably require in order to give full effect to the intent and meaning of this Agreement and the transactions contemplated by it.

9.10 Costs and Expenses.

Except as specifically provided otherwise in this Agreement, each party shall be responsible for its own legal fees and other costs and expenses incurred in connection with the purchase and sale of the Shares, all negotiations between the parties and the consummation of the transactions contemplated by this Agreement.

9.11 Assignment.

The Sellers acknowledge and agree that the Buyer may assign its rights and obligations under this Agreement to a nominee of the Buyer subject to compliance with applicable securities laws.

9.12 Joint and Several.

9.13 All representations, warranties, acknowledgements, covenants and agreements of the Sellers in this Agreement shall be the joint and several representations, warranties, acknowledgements, covenants and agreements of the Seller and shall be read and construed accordingly.

9.14 Counterparts.

This Agreement may be executed in any number of counterparts and by different parties on separate counterparts (which may be facsimile copies) but shall not take effect until each party has executed at least one counterpart. Each counterpart shall constitute an original but all the counterparts together shall constitute a single agreement.

TO EVIDENCE THEIR AGREEMENT each of the parties has executed this Agreement as of the date first above written.

PRIMARY CORP.

By:

/s/ Robert Pollack, President & CEO

Authorized Signatory

SIGNED, SEALED AND DELIVERED in the presence of:

/s/ Noel Lumsden

(Signature)

Noel Lumsden

(Print Name)

Calgary, Alberta

(Address)

Chartered Accountant

(Occupation)

)

/s/ Allan Kent

ALLAN KENT

SIGNED, SEALED AND DELIVERED in the presence of:

/s/ Gregory Harris

(Signature)

Gregory Harris

(Print Name)

Calgary, Alberta

(Address)

Lawyer

(Occupation)

)

/s/ Jean Paul Roy

JEAN PAUL ROY

EX-10.02 3 exhb1002.htm SECURITIES PLEDGE AGREEMENT exhb1002.htm

EXHIBIT 10.02

SECURITIES PLEDGE AGREEMENT

THIS AGREEMENT dated for reference September 2, 2008 is between:

ALLAN KENT, of c/o Suite #310, 605 – 1 Street SW, Calgary, Alberta,

Canada T2P 3S9

("Kent")

AND

JEAN PAUL ROY, of c/o Suite #310, 605 – 1 Street SW, Calgary, Alberta, Canada T2P 3S9

("Roy")

(Kent and Roy are collectively referred to herein as the "Sellers")

AND

PRIMARY CORP., an Ontario Business Corporations Act corporation

(the "Buyer")

BACKGROUND

A. The Buyer and the Sellers entered into a share purchase agreement dated on or about the date of this Agreement (the "Share Purchase Agreement"), pursuant to which the Buyer agreed to purchase and the Sellers agreed to sell, subject to the terms and conditions of the Share Purchase Agreement, 750,000 common shares (the "Sellers' Shares") in the capital of Geoglobal Resources Inc. (the "Company").

B. Pursuant to the Share Purchase Agreement, the Sellers agreed to indemnify the Buyer in respect of an anticipated return to be made on the Buyer’s investment in the Sellers’ Shares made pursuant to the Share Purchase Agreement.

C. The Sellers have agreed to execute and deliver this Agreement to the Buyer as security for the payment and performance of the obligations of the Sellers to the Buyer under Section 5.3 of the Share Purchase Agreement.

AGREEMENTS

For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:

1. Securities Pledge. Concurrently with delivery thereof and as provided in Section 2 hereof, the Sellers hereby assign, mortgage, charge and pledge to and deposit with the Buyer, and grant to the Buyer a security interest in the common shares in the capital of the Company (the "Geoglobal Shares") delivered to Buyer in accordance with Section 2 hereof now or hereafter owned by the Sellers, along with any substitutions, additions, proceeds or claims by the Sellers in respect of them (collectively, the "Pledged Securities"), as general and continuing collateral security for the payment and performance of all present and future debts, liabilities and obligations of the Sellers to the Buyer under and pursuant to Section 5.3 of the Share Purchase Agreement ( the "Obligations") until payment and performance in full of the Obligations.

2. Delivery of Pledged Securities.

(a)

On or before the execution and delivery of this Agreement, the Sellers will deliver to the Buyer share certificates representing not less than 105,000 Geoglobal Shares, together with duly executed undated medallion signature guaranteed stock powers of attorney and such other transfer documents as the Buyer or its counsel may require, all in form and terms satisfactory to the Buyer and sufficient to permit the transfer, in the event of any obligation of Sellers to indemnify the Buyer pursuant to Section 5.3 of the Stock Purchase Agreement, of such Pledged Securities on the registers maintained by the transfer agent for the Company, free and clear of all liens, claims, encumbrances, restrictions or other notations, to be held by the Buyer pursuant to this Agreement until payment and performance in full of the Obligations. Such shares and stock powers of attorney shall be released from this Pledge Agreement at the Second Tranche Closing Date for sale to Buyer pursuant to Section 2.3 of the Share Purchase Agreement.

(b)

On or before the Second Tranche Closing Date, the Sellers will deliver to the Buyer share certificates representing not less than 600,000 Geoglobal Shares, together with duly executed undated medallion signature guaranteed stock powers of attorney and such other transfer documents as the Buyer or its counsel may require, all in form and terms satisfactory to the Buyer and sufficient to permit the transfer, in the event of any obligation of Sellers to indemnify the Buyer pursuant to Section 5.3 of the Stock Purchase Agreement, of such Pledged Securities on the registers maintained by the transfer agent for the Company, free and clear of all liens, claims, encumbrances, restrictions or other notations, to be held by the Buyer pursuant to this Agreement until payment and performance in full of the Obligations.

(c)

In the event that the Pledged Securities are uncertificated, the Sellers will cause such Pledged Securities to be deposited into a brokerage account of the Buyer, as directed by the Buyer. The Sellers acknowledges and confirms that at all times in which any brokerage firm or other agent for the Buyer holds or is otherwise in possession or has control or direction over the Pledged Securities, whether certificated or not, or the transfer documentation referred to above, it shall hold all such Pledged Securities and transfer documentation as agent for the Buyer.

3. Representations and Warranties. The Sellers represent and warrant to the Buyer that:

(a)	they are the sole legal and beneficial owner of all of the Pledged Securities;

(b)	no person holds any options, warrants, or other rights to acquire the Pledged Securities;

(c)	the Pledged Securities are or will be at the time they are deposited with the Buyer under this Agreement, validly issued, fully paid, non-assessable common shares in the capital of the Company;

(d)	the Pledged Securities are free and clear of all liens, mortgages, charges and security interests other than those created under this Agreement in favour of the Buyer;

(e)	the Pledged Securities are not subject to any shareholders or other agreement or commitment, cease trade order, that would in any way restrict or prevent the Buyer from assigning, transferring, selling or otherwise disposing of such shares upon the occurrence of an Event of Default;

(f)	the Sellers have no reasonable grounds to believe that the Company is in default of its obligations under applicable securities law;

(g)

the Company is in compliance, in all material respects, with its continuous disclosure obligations under applicable securities laws and, without limiting the generality of the foregoing, no adverse material change has occurred since the last financial statement and no adverse material fact exists in relation to the Company or the Pledged Securities which has not been publicly disclosed; and

(h)

no consent, approval, authorization or other order or other action by, and no notice to or filing with, any governmental authority or any other Person (other than the filing of a financing statement under the Personal Property Security Act (British Columbia)) will be required for the exercise by the Buyer of the rights and the remedies provided for in this Agreement or in connection with the transfer of the Pledged Securities to the Buyer or to a third party at the Buyer’s direction pursuant to this Agreement, except as may be required by laws affecting the offering and sale of securities generally.

4. Realization on Default. On the occurrence and during the continuance of any default by the Sellers in the payment or performance of the Obligations (each, an "Event of Default"), the Buyer may at any time in its sole discretion, in accordance with any applicable law, realize upon or otherwise dispose of the Pledged Securities by sale, transfer, or delivery or may, to the fullest extent permitted by law, exercise and enforce all rights and remedies of a holder of the Pledged Securities as if the Buyer were absolute owner of them, without notice to or control by the Sellers, and such remedies may be exercised separately or in combination and will be in addition to and not in substitution for any other rights the Buyer may have. If an Event of Default has occurred, the Sellers acknowledge and agree that they shall continue to be liable for the outstanding Obligations, despite any action or inaction on the part of the Buyer in selling or disposing of the Pledged Securities.

5. Costs and Expenses. All costs and charges incurred by or on behalf of the Buyer in connection with the Pledged Securities or their realization (including without limitation all legal fees (on a solicitor and own client basis) and court costs and all expenses of taking possession of, protecting and realizing upon the Pledged Securities including costs and charges in connection with realizing, collecting, selling, transferring or delivering the Pledged Securities or exercising or enforcing any rights under them) will be added to and form part of the Obligations and will be a first charge on the proceeds of any realization, collection, sale, transfer, delivery, exercise or enforcement, provided the Sellers shall not be obligated for any brokerage or finders fees in connection with any realization on the Pledged Securities.

6. Application of Proceeds. If the proceeds of disposition of the Pledged Securities are insufficient to satisfy all of the Obligations, the Sellers will remain liable for any deficiency. If, after the realization or disposition of the Pledged Securities and satisfaction of the Obligations there are any surplus Pledged Securities or proceeds of disposition, the Buyer will account for such surplus Pledged Securities or process of disposition to the Sellers.

7. No Exhaustion of Recourse. The Buyer will not be obliged to exhaust its recourses against any other covenantor or any other person or persons, or against any other security it may hold in respect of the Obligations before realizing upon or otherwise dealing with the Pledged Securities in such manner as it considers desirable. If an Event of Default has occurred, the Buyer may grant extensions or other indulgences, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with the Sellers and with other parties, Sellers, indemnitors or securities as the Buyer may see fit without prejudice to the rights of the Buyer in respect of the Pledged Securities.

8. No Merger. This security will not operate by way of merger of any of the Obligations and no judgment recovered by the Buyer will operate by way of merger, of or in any way affect, the security now or in the future held by the Buyer in respect of the Obligations or in respect of any other obligations of the Sellers.

9. Appointment of Attorney. Any person who is at any relevant time an officer of the Buyer is irrevocably appointed attorney of the Sellers, with full powers of substitution from time to time to endorse or transfer, or both, the Pledged Securities or any of them to the Buyer, its nominees, or transferees, and the Buyer and its nominees or transferees are empowered to exercise all rights and powers and to perform all acts of ownership concerning the Pledged Securities to the same extent as the Sellers may (including, without limitation, the right to execute on behalf of the Sellers any and all stock powers of attorney to transfer any of the Pledged Securities). The power of attorney granted in this Agreement is in addition to, and not in substitution for, any stock power of attorney delivered by the Sellers with the delivery of the Pledged Securities, and such powers of attorney may be relied upon by the Buyer severally or in combination.

10. Rights of the Sellers. Until the occurrence of an Event of Default and a determination by the Buyer to enforce the rights granted to it under this Agreement:

(a)

the Sellers will be entitled to exercise all voting rights in respect of the Pledged Securities and to give consents, waivers, notices and ratifications and to take other action in respect thereof, provided, however, that no votes shall be cast or consent, waiver, notice or ratification given or action taken which would:

(i)	impair or reduce the value of or restrict the transferability of the Pledged Securities; or

(ii)	be inconsistent with or violate any provisions of this Agreement, or any other security granted to or in favour of the Buyer to secure the Obligations;

(b)

if any of the Pledged Securities is registered in the Buyer’s name or is under the control of the Buyer, the Buyer, on the Sellers’s written request, shall execute and deliver to the Sellers suitable proxies, voting powers or powers of attorney in favour of the Sellers or its nominee or nominees for voting, giving consents, waivers, notices or ratifications or taking any other action the Sellers is permitted to take in respect of the Pledged Securities; and

(c)

the Sellers will be entitled to receive all cash dividends concerning the Pledged Securities. Any other monies which may be received by the Sellers for or in respect of the Pledged Securities will be received as trustee for the Buyer and will immediately be paid over to the Buyer and be held by the Buyer under the mortgage, charge, hypothecation, pledge and grant of security interest made by this Agreement.

11. Rights and Duties of the Buyer. Upon the occurrence of an Event of Default and a determination by the Buyer to enforce the rights granted to it under this Agreement:

(a)	all of the Sellers’s rights pursuant to paragraph 10 shall cease and the Buyer may enforce any of the Sellers’s rights with respect to the Pledged Securities; and

(b)

to the extent not already done, forthwith transfer control of such Pledged Securities to the Buyer, as the Buyer may direct. The Buyer shall not have any duty of care with respect to the Pledged Securities other than to use the same care in the custody and preservation of the Pledged Securities as it would with its own property. The Buyer may take no steps to defend or preserve the Sellers’s rights against the claims or demands of others. The Buyer, however, shall use its reasonable best efforts to give the Sellers notice of any claim or demand of which it becomes aware to permit the Sellers to have a reasonable opportunity to defend or contest the claim or demand.

12. Attachment. The Sellers and the Buyer acknowledge that it is their intention that the security interests created by this Agreement attach on execution by the Sellers and that value has been given.

13. Alteration of Capital. In the event of any consolidation, subdivision, reclassification, stock dividend or other alteration to the capital of the Company, the term "Pledged Securities" as it relates to shares in those companies will be considered to refer to the Pledged Securities described in paragraph 1 as increased, decreased, amended or supplemented and the Sellers will deliver immediately any replacement or additional share certificates, directors' resolutions and such other documents or instruments the Buyer may require, to be held in accordance with the terms of this Agreement.

14. Discharge. Upon payment in full of the Obligations, and in no event later than the fifth Business Day after the date seven (7) months after the Second Tranche Closing Date, the Buyer will return the share certificates representing the Pledged Securities and will release the Pledged Securities from the assignment, mortgage, charge, hypothecation, pledge and security interest created by this Agreement and will execute and deliver to the Sellers such releases and reassignments as the Sellers may reasonably require for such purpose.

15. Defined Terms. Unless otherwise defined herein, all defined terms used in this Agreement shall have the meanings ascribed to them in the Share Purchase Agreement.

16. Binding Effect. The provisions of this Agreement will be binding upon and enure to the benefit of the Buyer and the Sellers and their respective successors and assigns.

17. Governing Law. This Agreement will be governed and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. The Sellers submits to the non-exclusive jurisdiction of the Courts of the Province of British Columbia and agrees to be bound by any suit, action or proceeding commenced in such Courts and by any order or judgment resulting from such suit, action or proceeding, but the foregoing will in no way limit the right of the Buyer to commence suits, actions or proceedings based on this Agreement in any jurisdiction it may deem appropriate.

18. Notices. In this Agreement:

(a)

any notice or communication required or permitted to be given under this Agreement will be in writing and will be considered to have been given if delivered by hand, transmitted by facsimile transmission or mailed by prepaid registered post to the address or facsimile transmission number of each party set out below:

(i)	if to the Buyer:

Primary Corp.

Suite 2110 - 130 King St. West

Toronto, Ontario M5X 1B1

Attention: Rob Pollock

Fax No: (416) 214-5954

(ii)	if to the Sellers:

c/o Suite #310, 605 – 1 Street SW,

Calgary, Alberta, Canada T2P 3S9

Attention: Gregory Harris, Esq.

Fax No: (403) 777-9199

or to such other address or facsimile transmission number as any party may designate in the manner set out above;

(b)	notice or communication will be considered to have been received:

(i)	if delivered by hand during business hours on a business day, upon receipt by a responsible representative of the receiver, and if not delivered during business hours, upon the commencement of business on the next business day;

(ii)	if sent by facsimile transmission during business hours on a business day, upon the sender receiving confirmation of the transmission, and if not transmitted during business hours, upon the commencement of business on the next business day; and

(iii)

if mailed by prepaid registered post upon the fifth business day following posting; except that, in the case of a disruption or an impending or threatened disruption in postal services every notice or communication will be delivered by hand or sent by facsimile transmission;

(c)	for the purposes of this paragraph "business day" means a day which is not a Saturday, Sunday or a holiday in British Columbia.

19. Counterparts. This Agreement may be executed in several counterparts, each of which so executed will be considered to be an original and such counterparts together will be one and the same instrument.

20. Further Assurances. The Sellers will from time to time, whether before or after the occurrence of an Event of Default, do all such acts and things and execute and deliver all such certificates, deeds, transfers, assignments and instruments as the Buyer may reasonably require for perfecting the security interest constituted by this Agreement and for facilitating the sale of the Pledged Securities in connection with any realization and for exercising all powers, authorities and discretions conferred upon the Buyer. The Sellers covenant and agree with the Buyer to discharge or cause to be discharged forthwith any encumbrances which may rank in priority to the Buyer's security interest herein, and to provide the Buyer with satisfactory evidence or other confirmation that any encumbrances or liens against the Sellers do not encumber the Pledged Securities.

21. Severability. If any term of this Agreement is determined to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability will attach only to such term or part term, and the remaining part of the term and all other terms of this Agreement will continue in full force and effect. The parties will negotiate in good faith to agree to a substitute term that will be as close as possible to the intention of any invalid or unenforceable term while being valid and enforceable. The invalidity or unenforceability of any term in any particular jurisdiction will not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable.

22. Acknowledgement and Waiver. The Sellers hereby:

(a)	acknowledges receiving a copy of this Agreement; and

(b)	waives all rights to receive from the Buyer a copy of any financing statement, financing change statement or verification statement filed or issued, as the case may be, at any time in respect of this Agreement or any amendment thereto.

TO EVIDENCE THEIR AGREEMENT each of the parties has executed this Agreement on the date first above written.

PRIMARY CORP.

Per: /s/Robert Pollack, President & CEO

Authorized Signatory

SIGNED, SEALED AND DELIVERED in the presence of:

/s/ Noel Lumsden

(Signature)

Noel Lumsden

(Print Name)

Calgary, Alberta

(Address)

Chartered Accountant

(Occupation)

)

/s/ Allan Kent

ALLAN KENT

SIGNED, SEALED AND DELIVERED in the presence of:

/s/ Gregory Harris

(Signature)

Gregory Harris

(Print Name)

Calgary, Canada

(Address)

Lawyer

(Occupation)

)

/s/ Jean Paul Roy

JEAN PAUL ROY

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