REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of January 13, 2006, by and among Consolidated Energy, Inc., a Wyoming corporation (the "Company"), and the...Registration Rights Agreement • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • Texas
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of June 30, 2006 among Consolidated Energy, Inc., a Wyoming corporation (the "Company"), and each purchaser identified on the signature pages hereto (each,...Securities Purchase Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
EXHIBIT D SECURITY AGREEMENT SECURITY AGREEMENT, dated as of June 30, 2006 (this "Agreement"), among Consolidated Energy, Inc., a Wyoming corporation (the "Company") and all of the Subsidiaries of the Company (such subsidiaries, the "Guarantors") (the...Security Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
GUARANTYGuaranty • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • Texas
AMENDED AND RESTATED SECURITY AGREEMENT This Amended and Restated Security Agreement (this "Agreement") is executed as of January 13, 2006, by and among Consolidated Energy, Inc., a Wyoming corporation (the "Company"), Eastern Consolidated Energy,...Security Agreement • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • Texas
EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 30, 2006, among Consolidated Energy, Inc., a Wyoming corporation (the "Company"), and the several purchasers signatory...Registration Rights Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining
EXHIBIT I --------- SUBORDINATION AGREEMENT ----------------------- June 30, 2006 To: [Purchasers] In order to induce the Purchasers to purchase the Variable Rate Original Issue Discount Convertible Secured Debentures due June 30, 2008 (the...Subordination Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining
FORBEARANCE AGREEMENT This Forbearance Agreement (this "Agreement") is entered into as of January 13,2006, by and between each of the undersigned noteholders, acting individually (individually a "Purchaser" and collectively the "Purchasers"), and...Forbearance Agreement • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • Texas
8% SENIOR SECURED CONVERTIBLE NOTE OF CONSOLIDATED ENERGY, INC.Convertible Note • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • Texas
TO: The Purchasers of Consolidated Energy, Inc. Notes and Warrants To Whom It May Concern: This letter will confirm my agreement to vote all shares of Consolidated Energy, Inc., ("CEIW") voting stock over which I have voting control in favor of any...Voting Agreement • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining
This letter will confirm my agreement to vote all shares of Consolidated Energy, Inc., ("CEIW") voting stock over which I have voting control in favor of any resolution presented to the shareholders of CEIW to approve the Charter Amendment (as defined in that certain Securities Purchase Agreement, dated January 13, 2006, among CEIW and the purchasers signatory thereto (the "Purchase Agreement")). This agreement is given in consideration of, and as a condition to enter into such Purchase Agreement and is not revocable by me.
SECURED PROMISSORY NOTESecured Promissory Note • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • Texas
RECITALSConsultant Agreement • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining
AmendmentAmendment • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining
EXHIBIT A NEITHER THIS SECURITY NOR THE ISSUANCE TO THE HOLDER OF THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Note Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
EXHIBIT E SUBSIDIARY GUARANTEE This SUBSIDIARY GUARANTEE, dated as of June 30, 2006 (the "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the "Guarantors"), in...Subsidiary Guarantee • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Convertible Security Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
CONSENT AND WAIVER Gentlemen: Reference is made to that certain Securities Purchase Agreement dated as of February 22, 2005 among Consolidated Energy, Inc., a Wyoming corporation (the "Company") and the Purchasers (the "Purchasers") named therein, as...Consent and Waiver • September 29th, 2005 • Consolidated Energy Inc • Bituminous coal & lignite mining
By: /s/ Carl Baker ---------------------------- Name of Director: Carl Baker Number of Shares: Percentage Beneficial Ownership:Securities Purchase Agreement • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining
This letter will confirm my agreement to vote all shares of Consolidated Energy, Inc., a Wyoming corporation, ("CEIW") voting stock over which I have voting control, and to vote and/or recommend in my capacity as a member of the board of directors of CEIW, as applicable, for the individuals designated as new board members pursuant to Section 4.2(s) of the Agreement at all board of directors and shareholders meetings where directors are to be nominated or elected for so long as the Notes issued pursuant to the Agreement are outstanding. This agreement is given in consideration of, and as a condition to enter into such Agreement and is not revocable by me.
RECITALSInter-Creditor Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
ESCROW DEPOSIT AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") dated this 13th day of January 2006, by and between Stonegate Securities, Inc. ("Stonegate" or "Placement Agent"), having an address at 5950 Sherry Lane, 4th Floor, Dallas, Texas 75225,...Escrow Deposit Agreement • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
EXHIBIT N NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Security Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining
EXHIBIT J --------- BLOCKED ACCOUNT AGREEMENT ------------------------- THIS BLOCKED ACCOUNT AGREEMENT ("Agreement"), is made and entered into as of this 30th day of June, 2006, by and among Community Trust and Investment Company, a Kentucky...Blocked Account Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
KECI Kentucky Energy Consultants, Inc. 12508 W. Atlantic Blvd Coral Springs, FL 33071 Tel 954-575-1471 Fax 954-757-1765 May 1, 2006 Joe Jacobs Consolidated Energy, Inc.Termination Agreement • May 19th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining
Exhibit 10.7 Additional Investment Right NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN...Additional Investment Right • February 24th, 2005 • Consolidated Energy Inc • Household appliances
Exhibit 10.6 20% ECCC Assignment ASSIGNMENT THIS LEASE ASSIGNMENT made and entered into and effective July 1 2003 executed in triplicate originals by and between Eastern Consolidated Energy, Inc. ("ECEI") and Eastern Consolidated Coal Corp ("ECCC")....Lease Assignment • March 30th, 2004 • Consolidated Energy Inc • Household appliances
EXHIBIT K CONTROL ACCOUNT AND SECURITY AGREEMENT -------------------------------------- THIS CONTROL ACCOUNT AND SECURITY AGREEMENT (this "Agreement") is made as of June 30, 2006, by and among Consolidated Energy, Inc., a Wyoming corporation (the...Control Account and Security Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
Strategic Partnership Agreement Black Gem Coal Sales, Inc. & Consolidated Energy, Inc.Strategic Partnership Agreement • May 25th, 2007 • Consolidated Energy Inc • Bituminous coal & lignite mining
This Strategic Business Partnership Agreement by and between Black Gem Coal Sales, Inc. (Black Gem) of Prestonsburg, Kentucky and Consolidated Energy, Inc. (CEI) of Betsy Layne, Kentucky is for a period of 90 days and may be extended by mutual agreement for like periods of time.
Exhibit 10.4 SECURITY AGREEMENT This Security Agreement (this "Agreement") is executed as of February 24, 2005, by and among Consolidated Energy, Inc., a Wyoming corporation (the "Company"), Eastern Consolidated Energy, Inc., a Kentucky corporation...Security Agreement • February 24th, 2005 • Consolidated Energy Inc • Household appliances • Texas
Exhibit 10.2 SURFACE COAL LEASE This surface lease in made and entered into this the date below by and between E. P. Stepp Jr., single whose address is P. O. Box 135, Kermit WV 25674; Gail Brumleve and Gary W. Brumleve, her husband, whose address is...Surface Coal Lease • March 30th, 2004 • Consolidated Energy Inc • Household appliances
Exhibit 10.01 AGREEMENT This Agreement (the "Agreement"), entered into this 9 day of September, 2003, is by, between, and among Consolidated Energy, Inc. formerly, Barbecue Capital Corp, a publicly held Wyoming Corporation (hereinafter the...Acquisition Agreement • September 17th, 2003 • Consolidated Energy Inc • Household appliances • Florida
Exhibit 10.4 Pond Creek Sub-lease SUB-LEASE AGREEMENT This Sub-Lease Agreement enter into this 20th day of October, 2003 by and between Eastern Consolidated Energy, Inc. ("ECEI") whose address is 9900 W. Sample Rd. Suite 300, Coral Springs, Florida...Sub-Lease Agreement • March 30th, 2004 • Consolidated Energy Inc • Household appliances
Exhibit 10.10 Assignment of Copley Lease ELD to ECEI ASSIGNMENT OF LEASE This assignment of lease from Eastern Land Development LLC to Eastern Consolidated Energy, Inc. entered into this 12th day of January 2004 is hereby executed under the following...Assignment of Lease • March 30th, 2004 • Consolidated Energy Inc • Household appliances
This assignment of lease from Eastern Land Development LLC to Eastern Consolidated Energy, Inc. entered into this 12th day of January 2004 is hereby executed under the following terms and conditions.
Exhibit 10.3 Note NEITHER THIS SECURITY NOR THE ISSUANCE TO THE HOLDER OF THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Note • February 24th, 2005 • Consolidated Energy Inc • Household appliances • Texas
Exhibit 10.8 Copley Lease Option Option to Lease Agreement This agreement is made and entered into this the date hereinbelow signed by and between James Harris, Ronnie Harris, Gary R. Copley, Louella McDaniel, Romane Conley, Eula Faye Copley, Howard...Lease Option Agreement • March 30th, 2004 • Consolidated Energy Inc • Household appliances • Kentucky
Exhibit 10.5 GUARANTY dated as of February __, 2005 by [Name of Subsidiary] as Guarantor for the benefit of THE PURCHASERS REFERRED TO HEREIN as the Lenders GUARANTY This GUARANTY (this "Guaranty"), dated as of February __, 2005, is made by...Guaranty • February 24th, 2005 • Consolidated Energy Inc • Household appliances • Texas
