SHARE PURCHASE AGREEMENT NEWMARK INVESTMENT LIMITED AND CARBON STRATEGIC PTE LTD AND OAK RIDGE MICRO-ENERGY, INC.

1

Purchase Price

1.1

At the Closing, the Company will purchase 100% (One Hundred Percent) of the Carbon Strategic Stock for a total purchase price (the “Purchase Price”) of 94,130,440 (Ninety Four Million One Hundred and Thirty Thousand Four Hundred and Forty) shares of US$0.001 par value common stock of the Company (the “Company Common Stock”).

1.2

The consideration of the Company Common Stock registered in the Seller’s name or its Nominated Entity, as the Purchase Price, shall be delivered to the Seller at the Closing, in exchange for the delivery by the Seller of the Carbon Strategic Stock and any documents required or necessary, as applicable, to ensure that Carbon Strategic has good and marketable title to all of the Forestry Assets described in Schedule A.

1.3

The Parties have agreed that delivery of the Company Common Stock registered in the Seller’s name or its Nominated Entity as described above at the Closing shall fully discharge the Company’s obligations in respect of the delivery of the agreed Purchase Price for the Carbon Strategic Stock.

1.4

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇▇▇”), the Company’s sole director and President, in such capacities on the Company’s behalf only, shall cause all outstanding liabilities of the Company to be paid at the Closing, excluding up to US$50,000 of such liabilities, which such remaining US$50,000 in liabilities shall be paid by the Seller on the Closing.

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1.5

3

Representations and Warranties of the Company

Except as set forth in the Company’s disclosure schedule to be delivered to the Seller on the Closing (the “Company’s Disclosure Schedules”), the Company hereby represents, warrants and covenants to the Seller that the statements in the following paragraphs of this Clause 3 with respect to the Company are all true and accurate as of the date hereof and will be true and accurate as of the Closing:

3.1

The Company is a corporation duly organized and validly existing under the Laws of the State of Colorado and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business

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transactions in the future that may be desired by its Directors or Executive Officers.

3.2

The Company is in good standing with the Secretary of State of Colorado.

3.3

Except as set forth in Clause 3.4, prior to or at the Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Seller),and the Company shall provide evidence of such payoff to the Seller’s reasonable satisfaction.  Should the Seller discover any obligation of the Company that was not paid prior to the Closing Date exceeding the amount set forth in Clause 3.4, the Company shall undertake to indemnify the Seller for any and all such liabilities, whether outstanding or contingent at the time of Closing.

3.4

Subject to the Seller’s compliance with Clause 1.5, the Company will have no liabilities at Closing other than short term debts not to exceed US$50,000, which the Seller has agreed to pay at the Closing in accordance with Clause 1.5.

3.5

 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.

3.6

The Company has one subsidiary, Oak Ridge Nevada, 100% (One Hundred Percent) of the shares of which are or shall be owned by the Company at the Closing, subject to the Seller’s compliance with Clause 1.5.  Oak Ridge Nevada holds all Patents, Intellectual Property and Assets of the Company specifically including the Thin-Film Lithium Battery Technology (hereinafter called “Intellectual Property” and “Intellectual Property Licenses”) that has been previously owned or controlled by the Company.

3.7

The Company will maintain 100% (One Hundred Percent) Ownership and beneficial rights of what Oak Ridge Nevada owns, controls or has influence over in whatsoever manner, including all Patents, Intellectual Property and Assets to the Thin-Film Lithium Battery Technology that have been previously owned or controlled by the Company.

3.8

The Company represents and warrants that at Closing the Company has 100% (One Hundred Percent) ownership and beneficial rights of all Patents, Intellectual Property Rights and Titles to the Thin-Film Lithium Battery Technology that have been previously owned or controlled by the Company and that all said Patents and Intellectual Property Rights and Titles for the Thin-Film Battery Technology are current and valid and will be current and valid for a period of at least six months post-Closing.

3.9

The Company is not a party to any contract, lease or agreement, which would subject it to any performance or business obligations after the Closing.

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3.10

The Company does not own any real estate or any interests in real estate.

3.11

The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever.  The Company has filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full.  None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.

3.12

The Company, to the actual knowledge of its Directors or Officers, is not in violation of any provision of laws or regulations of federal, state or local governmental authorities and agencies.

3.13

The delivery to the Seller of share certificates evidencing the issuance of 94,130,440 (Ninety Four Million One Hundred and Thirty Thousand Four Hundred and Forty) shares of the Company Common Stock as the consideration or Purchase Price pursuant to the provisions of this Share Purchase Agreement will transfer to the Seller good and marketable title thereto, free and clear of any liens, encumbrances, restrictions and claims of any kind or nature whatsoever, except those applicable to public resale of shares that comprise “restricted securities” under SEC Rule 144.

3.14

There will be no issued and outstanding shares of the Company other than the aggregate of 100,000,000 shares (One Hundred Million Shares) issued and outstanding as of the Closing, comprised of the 94,130,440 shares that are the Purchase Price issuable and payable to the Seller; the 2,869,560 shares of the Company presently outstanding and mostly publicly-held; and the 3,000,000 shares issuable to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ hereunder as outlined in Clause 10.10.

3.15

The Seller, at the Closing, will have full and valid title to the 94,130,440 shares of the Company Common Stock issued to the Seller as the consideration or Purchase Price pursuant to the provisions of this Share Purchase Agreement, and there will be no existing impediment or encumbrance to the sale and transfer of the consideration or Purchase Price and such Company Common Stock to the Seller, except as outlined in Clause 3.13.

3.16

On delivery to the Seller of the consideration or Purchase Price of the 94,130,440 shares of the Company Common Stock, all of such Company Common Stock shall be free and clear of all liens, encumbrances, charges or assessments of any kind, except as outlined in Clause 3.13; such Company Common Stock will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such Company Common Stock shall have

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been issued to the Seller under duly authorized resolutions of the Board of Directors of the Company.

3.17

All issuances of the Company of the shares of their common stock in past transactions have been legally and validly effected, without violation of any pre-emptive rights, and all of such shares of common stock are fully paid and non-assessable.

3.18

There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or, to the knowledge of the Company, any agreements restricting the transfer of outstanding or authorized but unissued common stock.

3.19

There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

3.20

There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.

3.21

The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.

3.22

The Company has no insurance or employee benefit plans whatsoever.

3.23

The Company is not in default under any contract, agreement or any other document.

3.24

The Company has no outstanding powers of attorney and no obligations concerning the performance and obligations of the Company concerning this Share Purchase Agreement.

3.25

Subject to the Company’s acquisition of the remaining 10% of the outstanding common stock of Oak Ridge Nevada as contemplated by Clause 1.5, the execution and delivery of this Share Purchase Agreement, and the subsequent Closing thereof, will not result in the breach by the Company of:

(a)

Any agreement or other instrument to which they are or have been a party; or

(b)

The Company’s Articles of Incorporation or Bylaws.

3.26

All financial and other information which the Company or its principals furnished or will furnish to the Seller, including information with regard to the Company

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contained in the SEC ▇▇▇▇▇ Archives and filed by the Company since its inception:

(a)

Is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such;

(b)

Does not omit any material fact, not misleading; and

(c)

Presents fairly the financial condition of the organization as of the date and for the period covered thereby.

3.27

The common stock of the Company is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and there are no proceedings pending to revoke or terminate such registration.  Since at least the last five (5) years while the Company’s common stock was registered under the Exchange Act, the Company has filed all reports with the SEC required to be filed by the Exchange Act, and all annual or quarterly reports filed during the past 12 months were timely filed.

3.28

The representations and warranties herein by the Company shall be true and correct in all material respects on and as of the Closing hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing.

3.29

The representations and warranties made above shall survive the Closing and shall expire for all purposes in the date numerically corresponding to the Closing in the twelfth (12^th) month after the Closing.

3.30

The Company has the requisite power and authority to enter into and perform this Share Purchase Agreement and to purchase the Carbon Strategic Stock being sold to it hereunder by Seller.

3.31

The execution, delivery and performance of this Share Purchase Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, and no further consent or authorization of the Company is required.

3.32

This Share Purchase Agreement has been duly authorized, executed and delivered by the Company and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company, enforceable against the Company in accordance with the terms thereof.

Initial (Seller) ____/s/______        Initial (Carbon Strategic) __/s/________       Initial (Company) ___/s/_____      15

4

Covenants of the Company

General

From the date of this Share Purchase Agreement and until the Closing, the Company covenants the following:

4.1

To the best of its ability, to preserve intact the current status of the Company as an issuer registered under Section 12(g) of the Exchange Act.

4.2

To furnish Seller with all corporate records and documents, such as Articles of Incorporation and Bylaws, minute books, stock books, or any other corporate document or record (including financial and bank documents, books and records) requested by the Seller.

4.3

To not enter into any contract or business transaction, merger or business combination, or incur any further debts or obligations without the express written consent of the other Parties.

4.4

To not amend or change its Articles of Incorporation or Bylaws, or issue any further shares of its US$0.001 par value common stock or create any other class of shares in the Company without the express written consent of the Seller other than to deliver and issue the consideration or Purchase Price of 94,130,440 shares of the Company Common Stock as contemplated herein.

4.5

To not issue any stock options, warrants or other rights or interests in or to its shares which would subject it to any performance or business obligations after the Closing without the express written consent of the Seller.

4.6

To not encumber or mortgage any right or interest in the Shares of the common stock or the consideration or Purchase Price of 94,130,440 shares of the Company Common Stock being delivered and issued to the Seller hereunder, and also to not transfer any rights to such Company Common Stock or such consideration or Purchase Price to any third party whatsoever.

4.7

To not declare any dividend in cash or stock, or any other benefit.

4.8

To not institute any bonus, benefit, profit sharing, stock option, pension retirement plan or similar arrangement.

4.9

At the Closing, the Company and Oak Ridge Nevada will obtain and submit to the Seller resignations of current officers and Directors and appoint the Directors as nominated by the Seller to the extent outlined in this Share Purchase Agreement.

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4.10

To indemnify the Seller against and to pay any loss, damage, expense or claim or other liability incurred or suffered by the Seller by reason of the breach of any covenant or inaccuracy of any warranty or representation contained in this Share Purchase Agreement for a period of one (1) year from the Closing, when these representations and warranties shall expire.

Capitalization of the Company

4.11

At the Closing, there will be no more than 100,000,000 (One Hundred Million) shares of US$0.001 par value common stock outstanding in the Company.

4.12

There are no conversion or exchange privileges, pre-emptive rights, conversion of restricted shares to unrestricted or other rights or agreements to purchase or otherwise acquire or issue any securities of the Company other than have been disclosed to Seller, and there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security of the Company or any instrument or security exercisable or exchangeable for, or convertible into any security of the Company.

Government Approval

4.13

The issue and delivery of the Company Common Stock to be delivered and issued by the Company to Seller will be issued with a legend stating the shares have not been registered under the Securities Act and are subject to restrictions on transfer other than pursuant to certain exemptions under the rules and regulations of the SEC or the Securities Act.

Company Reports, Financial Statements, Undisclosed Liabilities

4.14

There are no reports, schedules, forms, certifications, prospectus and registrations, proxy or other statements required to be filed or furnished by Company with the SEC pursuant to law that have not been filed as required by law and the Company warrants that it has been designated as an operational and not a “shell company” for at least the last ten (10) years.

No conflicts

4.15

Neither the Company nor Oak Ridge Nevada is in violation of, in conflict with, in breach of or in default under any term or provision of:

(a)

its Certificate of Incorporation or Bylaws (each as may have been amended, supplemented or restated); and

(b)

any provision of any judgment, writ, injunction, decree or order to which any of them is a party.

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Litigation

4.16

There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Company, currently threatened against the Company or Oak Ridge Nevada that may affect the validity of this Share Purchase Agreement or the right of the Company to enter into this Share Purchase Agreement or to consummate the transactions contemplated hereby.

4.17

There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Company, currently threatened against the Company or Oak Ridge Nevada, before any court or by or before any governmental body or any arbitration board or tribunal, nor is there any judgment, decree, injunction or order of any court, governmental department, commission, agency, instrumentality or arbitrator against the Company or Oak Ridge Nevada.

4.18

Neither the Company nor Oak Ridge Nevada is a party or subject to the provisions of any adverse order, writ, injunction, judgment or decree of any court or government agency.

Brokers Fees and Commissions

4.19

Neither the Company nor any of its officers, directors, employees, stockholders, agents or representatives, has employed any investment banker, broker, or finder in connection with the transactions contemplated by this Share Purchase Agreement and no such person or entity is entitled to a fee with respect to the transactions contemplated by this Share Purchase Agreement.

Applicable Laws

4.20

The Company and Oak Ridge Nevada have complied in all respects with applicable federal and state laws, rules and regulations applicable to it and all shares of capital stock of the Company have been issued in accordance with applicable federal and state securities laws, rules and regulations.

Books and Financial Records

4.21

All the accounts, books, registers, ledgers, Board minutes and financial and other material records of whatsoever kind of each of the Company and Oak Ridge Nevada have been substantially fully properly and accurately kept and completed; there are no material inaccuracies or discrepancies of any kind contained or reflected therein; and they give and reflect a true and fair view of the financial, contractual and legal position of each Company.

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Minute Books

4.22

The minute books of each of the Company and Oak Ridge Nevada contain a substantially complete summary of all meetings of Directors and stockholders since the time of incorporation and reflect all transactions referred to in such minutes accurately in all material respects.

Investment Company

4.23

The Company is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

Property

4.24

The Company has Intellectual Property and Intellectual Property Licenses held in Oak Ridge Nevada. 100% (One Hundred Percent) of this Intellectual Property, 100% Intellectual Property Licenses and 100% (One Hundred Percent) of the shares of Oak Ridge Nevada will remain the property of the Company at the Closing.

4.25

The Company and Oak Ridge Nevada have no real property or real property leases for which either is bound.

5

Covenants of the Seller and Carbon Strategic

General

From the date of this Share Purchase Agreement and until the Closing, the Seller and Carbon Strategic, covenant the following:

5.1

To the best of its ability, preserve intact the current status of the Seller and Carbon Strategic under the laws of the jurisdiction of organization.

5.2

To furnish the Company with all corporate records and documents, such as Articles of Incorporation and Bylaws, minute books, stock books, or any other corporate document or record (including financial and bank documents, books and records) requested by the Company.

5.3

To not enter into any contract or business transaction, merger or business combination, or incur any further debts or obligations without the express written consent of the Company.

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5.4

To not amend or change their respective Articles of Incorporation or Organization or Bylaws or other charter documents, or issue any further shares or equity of either or create any other class of shares of either without the express written consent of the Company.

5.5

To not issue any stock options, warrants or other rights or interests in or to its shares which would subject it to any performance or business obligations after the Closing without the express written consent of the Company.

5.6

To not encumber or mortgage any right or interest in the Carbon Strategic Stock, and also to not transfer any rights to such Carbon Strategic Stock to any third party whatsoever.

5.7

To not declare any dividend in cash or stock, or any other benefit.

5.8

To not institute any bonus, benefit, profit sharing, stock option, pension retirement plan or similar arrangement.

5.9

To indemnify the Company against and to pay any loss, damage, expense or claim or other liability incurred or suffered by the Company by reason of the breach of any covenant or inaccuracy of any warranty or representation contained in this Share Purchase Agreement for a period of one (1) year from the Closing, when these representations and warranties shall expire.

Capitalization of the Company

5.10

At the Closing there will be no more than one (1) ordinary share of Carbon Strategic issued and outstanding, which shall comprise the Carbon Strategic Stock being sold hereunder to the Company by the Seller.

5.11

There are no conversion or exchange privileges, pre-emptive rights, conversion of restricted shares to unrestricted or other rights or agreements to purchase or otherwise acquire or issue any securities of Carbon Strategic other than have been disclosed to the Company, and there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security of Carbon Strategic or any instrument or security exercisable or exchangeable for, or convertible into any security of Carbon Strategic.

Government Approval

5.12

The sale and delivery of the Carbon Strategic Stock to be delivered and sold by the Seller to the Company is not subject to any governmental approval in any jurisdiction.

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No conflicts

5.13

Neither is in violation of, in conflict with, in breach of or in default under any term or provision of:

(a)

its Certificate of Incorporation or Bylaws (each as may have been amended, supplemented or restated); and

(b)

any provision of any judgment, writ, injunction, decree or order to which any of them is a party.

Litigation

5.14

There is no action, suit, proceeding or investigation pending or, to the best knowledge of either, currently threatened against the Seller or Carbon Strategic that may affect the validity of this Share Purchase Agreement or the right of the Seller to enter into this Share Purchase Agreement or to consummate the transactions contemplated hereby.

5.15

There is no action, suit, proceeding or investigation pending or, to the best knowledge of either, currently threatened against either, before any court or by or before any governmental body or any arbitration board or tribunal, nor is there any judgment, decree, injunction or order of any court, governmental department, commission, agency, instrumentality or arbitrator against either.

5.16

Neither is a party or subject to the provisions of any adverse order, writ, injunction, judgment or decree of any court or government agency.

Brokers Fees and Commissions

5.17

Neither the Seller nor Carbon Strategic nor any of their respective officers, directors, employees, stockholders, agents or representatives, have employed any investment banker, broker, or finder in connection with the transactions contemplated by this Share Purchase Agreement and no such person or entity is entitled to a fee with respect to the transactions contemplated by this Share Purchase Agreement.

Applicable Laws

5.18

Each has complied in all respects with applicable governmental laws, rules and regulations applicable to it and all shares of capital stock of either have been issued in accordance with all such applicable laws.

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Books and Financial Records

5.19

All the accounts, books, registers, ledgers, Board minutes and financial and other material records of whatsoever kind of each have been fully properly and accurately kept and completed; there are no material inaccuracies or discrepancies of any kind contained or reflected therein; and they give and reflect a true and fair view of the financial, contractual and legal position of each.

Minute Books

5.20

The minute books of each contain a complete summary of all meetings of Directors and stockholders since the time of incorporation of each and reflect all transactions referred to in such minutes accurately in all material respects.

Investment Company

5.21

Neither is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

Property

5.22

The Forestry Assets will remain the property of Carbon Strategic at the Closing and all current and existing contracts or other evidences of ownership respecting the Forestry Assets shall be in full force and effect.

5.23

Neither has any real property or real property leases for which it is bound.

5.24

The Seller, and Carbon Strategic, shall fully assist the Company in preparing and filing an 8-K Current Report under Item 5.01(8) as though the Company were a “shell company,” which it is not, so as to require such 8-K Current Report to have what is commonly referred to as the “Form 10 Information” included in such 8-K Current Reports for full disclosure purposes, including the required audited and interim unaudited financial statements of Carbon Strategic, together with unaudited proforma financial statements as required that show the combination of the Company and Carbon Strategic following the closing of the Share Purchase Agreement.

6

Conditions to the Company’s Obligations at the Closing

Subject to the terms hereof, the obligation of the Company to purchase the shares of Carbon Strategic at the Closing is subject to the fulfillment, prior to the Closing, to the satisfaction of the Company, of the following conditions:

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Performance of Obligations

6.1

The Seller shall have performed and complied with all agreements, obligations and conditions contained in this Share Purchase Agreement that are required to be performed or complied with by it on, before or after Closing.

Representations and Warranties

6.2

The representations, warranties and covenants of the Seller and Carbon Strategic contained in Clauses 2A, 2B and Clause 5 hereof shall be true and correct as of such Closing.

6.3

The Seller shall have delivered to the Company at the earlier of November 9, 2012, or at the Closing, the following:

(a)

copies of resolutions of the Seller and its stockholders duly adopting the Share Purchase Agreement and any required other documentation necessary for the Seller to complete its obligations under the Share Purchase Agreement, including but not limited to authorizing its Directors, Officers or Managing Director to execute, deliver and close the SPA, along with consenting resolutions of Carbon Strategic, which consent to the Seller’s execution and delivery of the Share Purchase Agreement;

(b)

a Register of stockholders (or members) and directors of the Seller and Carbon Strategic, which shall be certified by their respective registered agents;

(c)

copies of all Articles of Incorporation, Organization or other charter documents of the Seller and Carbon Strategic as filed with their countries of organization, duly certified by the appropriate country agency, together with certifications of good standing of each;

(d)

a share certificate for the one (1) ordinary share of the Carbon Strategic Stock being acquired hereunder (or such other and additional shares as shall constitute all of the issued and outstanding shares of any class of authorized stock of Carbon Strategic);

(e)

an Officer’s or Director’s Certificate of each of the Seller and Carbon Strategic certifying to the compliance with the representations and warranties by each as contained herein, with the Seller’s Officer’s or Director’s Certificate also covering the representations and warranties made by Carbon Strategic;

(f)

the Seller’s (and Carbon Strategic’s as applicable) Disclosure Schedules; and

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(g)

audited financial statements for Carbon Strategic that conform fully to United States “GAAP” standard, suitable to the Company’s auditors, for the fiscal years ended June 30, 2012 and 2011.

7

Conditions to the Seller’s Obligations at the Closing

Subject to the terms hereof, the obligation of the Company to purchase the shares of Carbon Strategic at Closing is subject to the fulfillment, prior to the Closing, to the satisfaction of the Seller, of the following conditions:

Representations and Warranties

7.1

The representations, warranties and covenants of the Company and Oak Ridge Nevada contained in Clause 3 and Clause 4 hereof shall be true and correct as of such Closing.

7.2

Company shall have delivered to the Seller at Closing the applicable agreed Purchase Price consideration to be satisfied by the issuance and delivery to Seller of 94,130,440 (Ninety Four Million One Hundred and Thirty Thousand Four Hundred and Forty shares of the Company Common Stock and delivered in certificate form.

7.3

The Company shall have delivered to the Seller at the earlier of November 9, 2012, or at the Closing, the following:

(a)

copies of resolutions of the Company’s Board duly adopting the Share Purchase Agreement and any required other documentation necessary for the Company to complete its obligations under the Share Purchase Agreement, including but not limited to authorizing its Directors and Officers to execute, deliver and close the SPA;

(b)

a current list of stockholders the Company, which shall be certified by its transfer agent;

(c)

copies of the Company’s Articles of Incorporation, as amended and as filed with its state of organization, duly certified by the appropriate state agency, together with a certificate of good standing;

 (d)

an Officer’s Certificate certifying to the compliance with the representations and warranties by each as contained herein; and

(f)

The Company’s Disclosure Schedules.

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8

8.1

Notwithstanding any right of the Seller and Carbon Strategic to fully investigate the affairs of the Company, and notwithstanding any knowledge of facts determined or determinable by the Seller and Carbon Strategic pursuant to such investigation or right of investigation, the Seller shall have the right to rely fully upon the representations, warranties, covenants and agreements of the Company contained in this Agreement.

8.2

9

9.1

The Company may terminate this Agreement by giving notice to the Seller on or prior to the Closing Date, without prejudice to any rights or obligations the Company may have, if the Seller shall have materially breached any representation or warranty or breached any agreement or covenant contained herein or any other agreement to be performed prior to the Closing and such breach shall not be cured within the earlier of the Outside Closing Date and twenty-one (21) days following receipt by the Seller of a notice describing in reasonable detail the nature of such breach.

The Seller may terminate this Agreement by giving prior written notice to the Company on or prior to the Closing, without prejudice to any rights or obligations the Seller may have, if the Company shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or any

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other agreement to be performed prior to Closing and such breach shall not be cured within the earlier of the Outside Closing Date and twenty-one (21) days following receipt by the Company of a notice describing in reasonable detail the nature of such breach.

9.4

Any provision hereof relating to indemnification by one Party of the other; any provision relating to confidentiality; Clauses 9.5, 10.2 and 10.3; any payments made prior to termination under Clause 10.10; Clause 10.13; and Clause 10.24 of this Share Purchase Agreement shall survive termination.

9.5

Any payment authorized by the Seller in writing to be made from the funds that the Seller has been required to deposit in accordance with Clause 1.5 herein after the execution and delivery of this Share Purchase Agreement and prior to the Outside Closing Date or any notice of termination by any Party hereof shall be utilized by the Company in accordance with such written instructions and shall be deemed to be liquidated damages to the Company in the event that the Closing of this Share Purchase Agreement does not occur prior to the Outside Closing Date for any reason other than a substantial and material default of the Company; provided, however, payment or determination of such liquidated damages shall not otherwise affect any rights of the Company against the Seller for any claims hereunder.

10

General Provisions

Successors and Assigns

10.1

The terms and conditions of this Share Purchase Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties.

Governing Law and Jurisdiction

10.2