SERIES A PREFERRED SHARE PURCHASE AGREEMENT
THIS AGREEMENT is dated as of the 7th day of October, 2006
NACG HOLDINGS INC., a corporation incorporated under the laws of Canada (“ Holdings ”)
NACG PREFERRED CORP., a corporation incorporated under the laws of Canada (“ Preferred Corp.
NORTH AMERICAN CONSTRUCTION GROUP INC., a corporation incorporated under the laws of
Alberta (“ Guarantor ”)
NORAMA LTD., a corporation incorporated under the laws of Alberta (“ Norama ”)
A. Norama owns 35,000 Series A Preferred Shares (the “ Purchased Shares ”) in the capital of Preferred
B. Norama wishes to sell and Holdings wishes to purchase the Purchased Shares on the terms and conditions set
out in this Agreement (the “ Transaction ”);
C. the Guarantor has agreed to guarantee the payment obligations of Holdings under the Promissory Note;
NOW THEREFORE in consideration of the premises and the mutual covenants herein contained, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the
parties to this Agreement, the parties agree as follows:
1.1 The division of this Agreement into sections and other portions and the insertion of headings are for
convenience of reference only and should not affect the construction or interpretation of this agreement.
Unless otherwise indicated, all references to a “section” followed by a number and/or a letter refer to the
specified section of this Agreement. The terms “this Agreement”, “hereof”, “herein” and “hereunder” and
similar expressions refer to this Agreement and not to any particular section or other portion of this
Agreement and include any agreement or instrument supplementary or ancillary to this Agreement or entered
into or provided in accordance with this Agreement.
1.2 Words importing the singular number only shall include the plural and vice versa. Words importing gender