SHARE TRANSFER AGREEMENT
This Agreement dated effective the 25 day of September, 2008.
BETWEEN:
INVENTA HOLDING GMBH
Xxxxxxxxx-Xxxx-Xxxxx 00,
00000 Xxxxxxx-Xxxxxxxxxx, Xxxxxxx
(the “Transferor”)
OF THE FIRST PART
AND:
XXXX XXXXXXXX
#193 - 3rd
Street, Villa Cerro Xxxxx
Xxxx Xxxxxxx Xxxxxxx, Panama City, Panama
(the “Transferee”)
OF THE SECOND PART
THIS AGREEMENT WITNESSES THAT for good and valuable consideration paid by the Transferee to the Transferor, the receipt and sufficiency of which is acknowledged, and in reliance of the representations and warranties of the Transferee, the Transferor hereby agrees to sell 39,000,000 shares of the common stock (the “Shares”) of BLACKSTONE LAKE MINERALS INC. (formerly Skyflyer Inc., previously Triton Resources, Inc.) (the “Corporation”) to the Transferee free and clear of all liens, charges and encumbrances. The Transferee acknowledges and agrees that the shares are restricted securities, as contemplated under the United States Securities Act of 1933 which have been issued without registration and that all certificates representing the shares will be endorsed with the following legend:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”
The Transferee represents and warrants to the Transferor that:
(1) | The Transferee is not a “U.S. Person” as defined in Regulation S promulgated under the United States Securities Act of 1933. |
(2) | The Transferee is acquiring the Shares for the Transferee’s own account for investment purposes, with no present intention of dividing his interests with others or reselling otherwise disposing of any or all of the Shares. |
(3) | The Transferee does not intend any sale of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance. |
(4) | The Transferee has no present or contemplated agreement providing for the sale or other disposition of the Shares. |
(5) | The Transferee is not aware of any circumstance presently in existence which is likely in the future to prompt a sale or other disposition of the Shares. |
(6) | The Transferee possesses the financial and business experience to make an informed decision to acquire the Shares and has had access to all information relating to the Corporation and its business operations, which would be necessary to make an informed decision to purchase the Shares. |
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date of this Agreement.
INVENTA HOLDING GMBH
by its duly authorized
signatory:
/s/ Xxxxxx Xxxxxx | /s/ Xxxx Xxxxxxxx | |
Signature | XXXX XXXXXXXX |