Common use of Illegible Clause in Contracts

Illegible. Drawn before me on the back of the page number four seven one, and the back of page number four seven seven (477) in my Protocol number fifteen of the current year and book, this first witness on behalf of XXXXX XXXX XXXXXX XXXXX, in his own name and representation, in seven (seven) pages that I sign, initial and seal in the city of Managua, at eight hours and thirty minutes of the morning of December ten of the year two thousand eight. Signature and Seal of the Notary XXXXXXX XXXXXX XXXXXXXX XXXXXXX – III. – “PUBLIC DEED NUMBER TWENTY FIVE (25) OPENING OF BRANCH - In the city of Managua, Republic of Nicaragua, at eight o’clock in the morning of April twenty four of the year two thousand six, before me, XXX XXXXXX XXXX XXXXXXX, Attorney and Notary Public for the Republic of Nicaragua, with domicile and residence in the city of Managua, Republic, duly authorized to act before the Supreme Court during the five year period ending September first of the year two thousand seven, appears before me Xxxx XXXXXXXX XXXXXXXX DAMHA, of age, single, attorney, domiciled in Managua, republic of Nicaragua, identified through identification card number zero, zero, one, dash, two, zero, three, eight, one, dash, zero, zero, five, three, letter “N” (-001-270381-0053N). I swear to personally know that appearing party and that she has, in my judgment, the legal capacity necessary to bind and contract, especially to sign this instrument whereby she acts in the name and representation of INFINITY ENERGY RESOURCES INC., a company organized and existing in accordance with the laws of the state of Delaware of the United states of America. Xxxx Xxxxxxxx demonstrates her representation through witness of public deed number thirty two 932), translation of the minutes of the Board of Directors meeting, which is literally transcribed later. The appearing party, in the capacity described above, speaks and says: (FIRST): That for the purpose of establishing and requesting the Public Registration of Real Estate and Commercial Property from the Department of Managua for a branch of INFINITY ENERGY RESOURCES INC., Xxxx Xxxxxxxx has the duly legalized documents issued by the Consulate of the Republic of Nicaragua in the city of Houston, State of Texas, United States of America and before the Ministry of Foreign Affairs in Nicaragua, which were duly translated into Spanish and read as follows: A) PUBLIC WITNESS NUMBER THIRTY TWO (32) TRANSLATION OF THE BOARD OF DIRECTORS MEETING OF INFINITY ENERGY RESOURCES, INC. which expressly authorizes the opening of the branch through a telephone conference call on March seventeen of the year two thousand six at twelve o’clock and thirty minutes, Rocky Mountain time, which deed includes and literally reads as follows: WITNESS – PUBLIC DEED NUMBER THIRTY TWO (32) PROTOCOL NUMBER THIRTEEN (13) TRANSLATION OF DOCUMENT- In the city of Managua, Republic of Nicaragua, at two thirty in the afternoon of April ten of the year two thousand six. Before me, BOANERGE XXXXXXX XXXXX XXXX, Attorney and Notary Public for the Republic of Nicaragua, with domicile and residence in the city of Managua, duly authorized to act before the Supreme Court during the five year period that expires on the day of the year two thousand eight, appear Xxxxxxxx Xxxxxxxx Damha, of age, single, attorney and domiciled in Managua, bearer of the identification card number zero, zero, one, dash, seven, two, zero, three, eight, one, dash, zero, zero, five, three, letter “N” (001-270391-0053N) and Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxxxxxxx, of age, single, attorney and domiciled in Managua, bearer of the identification card number zero, zero, one, dash, zero, seven, zero, eight, seven, eight, dash, zero, zero, six, zero, letter “B” (001-070878-0060B) the latter acting in the quality of interpreter. I swear to personally know the appearing parties who, in my judgment, have the civil legal capacity necessary to bind and contract and in particular to execute this instrument; the appearing parties express themselves in their own name and representation. FIRST: the first appearing party has the MINUTES OF THE BOARD OF DIRECTORS MEETING of INFINITY ENERGY RESOURCES INC. and that the minutes is in English and two of its originals are in English, the reason why it is hereby it is hereby requested that a notary translation be provided through an interpreter of said minutes and authenticated copies in order for this document to be valid in the Republic of Nicaragua. In accordance with Law number one hundred thirty, the Law that gives greater power to the Institution of Notary, and article one thousand one hundred thirty two of the Code of Civil Procedure, the undersigned Notary proceeds with the translation of the portions of the document that are in English through an interpreter. To this end, based on the mentioned law, the undersigned Notary, with more than ten years with the Supreme Court, hereby nominates and designates Xxxxxxx Xxxxxxxx Villaviciencio as interpreter to verify the translation from English into Spanish as requested to him, who possesses ample knowledge of both the English and Spanish languages. SECOND TRANSLATION. Having understood it, he accepts the nomination, being warned of the penalties of false testimony, promising to speak the truth, and hereby declares: that to the best of his knowledge and understanding, the minutes in English say the following in Spanish: ONE) “INFINITY ENERGY RESOURCES, INC. MINUTES OF THE BOARD MEETING OF MARCH 17, 2006. A special meeting of the Board of Directors (“Board”) of Infinity Energy resources Inc., a company constituted in the State of Delaware (the “Company”) was held through a conference call on March 17, 2006, which began as 12:30 hours, Rocky Mountain Time (MST). The following directors participated in said meeting: Xxxxxxx X. Xxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxx. The following also participated in part of all of the meeting: Xxxxxxx Xxxxxx, Vice President, Chief Financial Officer and Secretary, Xxxxxxx Xxxxxxxx, from the Law Firm of Xxxxx Xxxxxx & Xxxxxx LLP, Counsel for the Firm, and Xxxxxx Xxxxxxxxxx, of Xxxxxxxx & Xxxxxx LLP, Counsel for the Firm with respect to the Nicaragua Project. At the request of Xx. Xxxx, Xx. Xxxxx acted as Chairman of the meeting; Xx. Xxxxx confirmed the presence of a quorum and started the meeting. Following Xx. Xxxxx, Xxx. Xxxxxxxx acted as Secretary of the Meeting. Nicaragua Xx. Xxxx made reference to the information provided in the Board Meeting held on March 1 with respect to the recent progress made in obtaining the concessions in Nicaragua and described the request for formal approval by the Board in said meeting to authorize the Execution of the documents related to the Concession contracts, the establishment of a Company Branch and offices in Nicaragua and to grant limited and general powers to the Company’s local Counsel in Nicaragua. Xxx. Xxxxxxxx described the powers proposed and the possibility of limitations with respect to certain powers. The Board discussed in detail certain limitations of the powers to be granted through a General Power-of-Attorney, including the express limitation of powers relative to the sale, transfer or taxation of the Concession contracts. Xx. Xxxxxxxxxx participated in the meeting and described the requirements of the General Corporate laws of Nicaragua with respect to the establishment of a Company branch and the Hydrocarbons Law, which usually require the designation of a legal representative domiciled in Nicaragua with power to bind the Company. Xx. Xxxxxxxxxx described his discussions with legal counsel concerning possible limitations of powers granted in the general and limited powers. The Board continued discussing about the limitation of powers granted to the Nicaraguan legal counsel according to the general and limited powers and posed questions and received answers from Xx. Xxxxxxxxxx concerning same. After said discussion and the motion made and seconded, the board unanimously adopted the following resolutions: RESOLVES that Xxxxxxx Xxxxxxx Xxxx, of age, marries, businessman in Chanute, State of Kansas, United States of America passport number Z8411524, as chairman of the Board of Directors of the Company, is hereby authorized to negotiate and sign (a) Negotiate and sign the PETROLEUM CONCESSION CONTRACTBETWEEN THE STATE OF NICARAGUA AND INFINITY ENERGY RESOURCES INC. for (i) the Area of Perlas, awarded to the company pursuant to Resolution 39-02-2006 and (ii) the Area of Tyra, awarded to the company pursuant to Resolution 38-02-2006,; both Resolutions were issued by the INSTITUTO NICARAGUENSE DE ENERGIA (MEM); (b) to grant, on behalf of the company, a limited power (special power of Representation) in accordance with ANNEX A of this Act, Xx. Xxxxxxx Xxxxxxx Villavicencio, of age, single, attorney and identification No. 001-070878-0060B, domiciled in this city of Managua, Republic of Nicaragua and (c) to perform any other act necessary to negotiate and execute the above mentioned contracts; and RESULVE that (i) the Company, through a branch (“Branch”) established for this purpose, is hereby authorized to operate and carry out any and all businesses in the Republic of Nicaragua that constitute the purpose of the Company as defined in the Articles of Incorporation of the Company and its amendments; and FURTHER RESOLVE that (i) the Company hereby allocates the amount of one hundred seventy five thousand córdobas (C$175,000.00) as the initial capital of the Branch; (ii) the Branch office will be located in the city of Managua, Nicaragua, and (iii) the opening of additional offices in other cities in the entire territory of the Republic of Nicaragua is hereby authorized; and FURTHER RESOLVE that Xx. Xxxxxxxx Xxxxxxxx Damha, of age, single, attorney, identification card No. 001-270381-0053N, domiciled in the City of Managua, Republic of Nicaragua, is hereby authorized to (i) perform any and all act necessary and to sign all documents necessary to establish the Branch of the Company and to incorporate the Branch in the republic of Nicaragua; (ii) to appear before a Notary Public in Nicaragua to request registration of the documents necessary to legalize the establishment of the Branch; however, Xx. Xxxxxxxx Damha may not act on behalf of the Company or the Branch to grant any power or to make any decision that is not duly authorized by the Board of the Company in this instrument; FURTHER RESOLVE that this minutes of the meeting of the Board of the Company will be sufficient in order for Xx. Xxxxxxxx to prove her authority to establish the Branch of the Company; FURTHER RESOLVE that once the Branch is registered in the Public Trade Registry of Managua, Nicaragua, Xxxxxxxx Xxxxxxxx Damha, of age, single, attorney, identification No. 001-270381-0053N, domiciled in the city of Managua, Republic of Nicaragua, is hereby authorized to appear before a Nicaraguan Notary Public to grant, on behalf of the Branch, a General Power, in accordance with the annex to this minutes, Annex B, to Mr. Roberto Xxxxxxx Xxxxxxxx Xxxxxxxxxxxxx, of age, single, attorney, identification No. 001-070878-0060B, domiciled in this city of Managua, Republic of Nicaragua, granting the attorney-in-fact authority to represent the Branch in all of its activities carried ou in Niaragua, to sell, mortgage, or otherwise transfer or encumber all types of the Branch assets in Nicaragua and to legally manage, sign all types of contracts and perform all other legal activities that the Branch performs in Nicaragua, except: (i) the activities that, pursuant to the law, must be personally performed by the owners of the Company; (ii) the activities for which the law expressly requires special powers granted by the Company; (iii) activities that involve a sum greater than ten thousand seven hundred córdobas (C$10,700.00) which must be expressly approved by the Board of the Company; (iv) the power to sell, mortgage or otherwise transfer or encumber the Petroleum Concession Contract for the Area of Perlas (pursuant to Resolution 39-02-2006) and the Concession Contract for the Area of Tyra (pursuant to resolution 38-02-2006) and (v) the power to delegate to any other person any of the powers granted to him in accordance with these general powers; and FURTHER RESOLVE that no power associated with the business of the Company in Nicaragua that is not expressly authorized in these resolutions may be granted by or in the name of the Company without the express approval of the Board. Adjournment. Without further business to be discussed before the Board, the meeting was adjourned at approximately 13:25 hours. Submitted. (F) Illegible. Xxxxxxx Xxxxxxxx. Meeting Secretary.” ANNEX A.