EXHIBIT 10.1 FORM OF SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 15, 2004 BETWEEN GALAXY ENERGY CORPORATION AND THE PURCHASER NAMED THEREIN SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "AGREEMENT") is dated as of...Securities Purchase Agreement • January 16th, 2004 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
PURCHASE AND SALE AGREEMENT by and among TOWER COLOMBIA CORPORATION, NORTH FINN, LLCPurchase and Sale Agreement • October 5th, 2004 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
EXHIBIT 10.3 FORM OF WARRANT 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...Warrant Agreement • June 26th, 2006 • Galaxy Energy Corp • Crude petroleum & natural gas
EXHIBIT 10.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Agreement") dated as of August 19, 2004 among Galaxy Energy Corporation, a Colorado corporation ("Borrower"), Dolphin Energy Corporation, a Nevada corporation, Pannonian International, Ltd, a...Security Agreement • August 20th, 2004 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 29, 2006, is by and among Galaxy Energy Corporation, a Colorado corporation (the "COMPANY"), and the undersigned buyers (each, a...Registration Rights Agreement • November 30th, 2006 • Galaxy Energy Corp • Crude petroleum & natural gas • New York
EXHIBIT 10.4Letter Agreement • March 17th, 2003 • Galaxy Investments Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
ARTICLE I DEFINITIONSSecurities Purchase Agreement • June 26th, 2006 • Galaxy Energy Corp • Crude petroleum & natural gas • Colorado
EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT BY AND BETWEEN GALAXY INVESTMENTS, INC. AND PANNONIAN INTERNATIONAL, LTD. SHARE EXCHANGE AGREEMENT by and between GALAXY INVESTMENTS, INC., A COLORADO CORPORATIONShare Exchange Agreement • May 13th, 2003 • Galaxy Investments Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
EXHIBIT 10.3 SECURITIES PURCHASE AGREEMENT DATED MARCH 1, 2005 BETWEEN GALAXY ENERGY CORPORATION AND THE BUYERS NAMED THEREIN SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of March 1, 2005, by and among Galaxy...Securities Purchase Agreement • March 4th, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
EXHIBIT 10.2 FORM OF SUBORDINATION AGREEMENT DATED JUNE 29, 2007 SUBORDINATION AGREEMENT This SUBORDINATION AGREEMENT (this "AGREEMENT"), dated as of June 29, 2007 is among GALAXY ENERGY CORPORATION, a Colorado corporation ("BORROWER"), DOLPHIN ENERGY...Subordination Agreement • July 2nd, 2007 • Galaxy Energy Corp • Crude petroleum & natural gas
RECITALS:Forbearance Agreement • March 15th, 2007 • Galaxy Energy Corp • Crude petroleum & natural gas • Wyoming
EXHIBIT 2.1Merger Agreement • December 6th, 2002 • Galaxy Investments Inc • Mining & quarrying of nonmetallic minerals (no fuels)
OPTION AGREEMENTOption Agreement • October 29th, 2003 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 10.1 OPTION AGREEMENT Agreement entered into as of July 15, 2000 BETWEEN: Richard Simpson #1201-1166 Quebec Street Vancouver, BC V6A 4B3Option Agreement • January 18th, 2001 • Galaxy Investments Inc • British Columbia
EXHIBIT 10.19 SIXTH EXTENSION AGREEMENT BETWEEN PIONEER OIL LLC AND DOLPHIN ENERGY CORPORATION DATED OCTOBER 16, 2003 SIXTH EXTENSION AGREEMENT THIS SIXTH EXTENSION AGREEMENT is made and entered into effective October 16, 2003, by and between PIONEER...Extension Agreement • October 29th, 2003 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT DATED MARCH 1, 2005 BETWEEN GALAXY ENERGY CORPORATION AND THE BUYERS NAMED THEREINRegistration Rights Agreement • March 4th, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
EXHIBIT 10.6 THIRD AMENDMENT TO PARTICIPATION AGREEMENT DATED OCTOBER 4, 2005 THIRD AMENDMENT TO PARTICIPATION AGREEMENT THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT ("Third Amendment") is entered into this 4th day of October, 2005, by and between...Participation Agreement • October 6th, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of August 19, 2004, by and among Galaxy Energy Corporation, a Colorado corporation, with headquarters located at 1331-17th Street, Suite 730, Denver,...Registration Rights Agreement • August 20th, 2004 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
EXHIBIT 10.1 NOVEMBER 2006 WAIVER AND AMENDMENT AGREEMENT THIS NOVEMBER 2006 WAIVER AND AMENDMENT AGREEMENT (this "AGREEMENT") is made as of November 29, 2006, among Galaxy Energy Corporation, a Colorado corporation ("GALAXY" or the "COMPANY"), the...Waiver and Amendment Agreement • November 30th, 2006 • Galaxy Energy Corp • Crude petroleum & natural gas • New York
EXHIBIT 10.2Share Acquisition Agreement • December 23rd, 2003 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Wyoming
WAIVER AND AGREEMENT THIS WAIVER AND AGREEMENT (this "AGREEMENT") is entered into as of July 7, 2006, by and among Galaxy Energy Corporation, a Colorado corporation (the "COMPANY"), and the investors listed on the SCHEDULE OF INVESTORS attached hereto...Waiver and Agreement • July 11th, 2006 • Galaxy Energy Corp • Crude petroleum & natural gas • New York
SUBORDINATED UNSECURED PROMISSORY NOTE DATED MARCH 3, 2008Subordinated Unsecured Promissory Note • March 4th, 2008 • Galaxy Energy Corp • Crude petroleum & natural gas • Colorado
THIS SUBORDINATED UNSECURED PROMISSORY NOTE (THIS “NOTE”) AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF MARCH 3, 2008 (AS AMENDED, RESTATED SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) AMONG GALAXY ENERGY CORPORATION, THE SUBORDINATED CREDITORS NAMED THEREIN, THE LENDERS NAMED THEREIN, AND PROMETHEAN ASSET MANAGEMENT L.L.C., TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS PROMISSORY NOTE (EACH A “HOLDER”, AND COLLECTIVELY THE “HOLDERS”), BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
SUBORDINATION AGREEMENT DATED MARCH 3, 2008Subordination Agreement • March 4th, 2008 • Galaxy Energy Corp • Crude petroleum & natural gas • New York
This SUBORDINATION AGREEMENT (this “Agreement”), dated as of March 3, 2008 is among GALAXY ENERGY CORPORATION, a Colorado corporation (“Borrower”), DOLPHIN ENERGY CORPORATION, a Nevada corporation, and PANNONIAN INTERNATIONAL, LTD., a Colorado corporation (each such corporation, including Borrower, and together with each other obligor who becomes a party to this Agreement each an “Obligor” and, together, “Obligors”), BRUNER FAMILY TRUST UTD MARCH 28, 2005 (“Bruner Trust”, together with any transferees or holders from time to time of the Subordinated Note (as defined below), each a “Subordinated Creditor”, and collectively the “Subordinated Creditors”), and HFTP INVESTMENTS LLC, PROMETHEAN II MASTER, L.P., PROMETHEAN I MASTER LTD., CAERUS PARTNERS LLC, AG OFFSHORE CONVERTIBLES, LTD., and LEONARDO, L.P., (collectively, and together with any transferees or holders from time to time of the Notes (as defined below), hereinafter, the “Lenders”), and PROMETHEAN ASSET MANAGEMENT L.L.C., a Dela
EXHIBIT 10.1 SUBORDINATED UNSECURED PROMISSORY NOTE DATED JUNE 29, 2007 THIS SUBORDINATED UNSECURED PROMISSORY NOTE (THIS "NOTE") AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN...Subordinated Unsecured Promissory Note • July 2nd, 2007 • Galaxy Energy Corp • Crude petroleum & natural gas • Colorado
GUARANTYGuaranty • August 20th, 2004 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
WITNESSETH:Coal Bed Methane Participation Agreement • November 4th, 2004 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 10.6Third Extension Agreement • July 15th, 2003 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
FOURTH EXTENSION AGREEMENT THIS FOURTH EXTENSION AGREEMENT is made and entered into effective September 5, 2003, by and between Pioneer Oil, LLC, a Montana limited liability company, of Billings, Montana ("Pioneer") and Dolphin Energy Corporation, of...Fourth Extension Agreement • September 8th, 2003 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
WAIVER AND FIRST AMENDMENT TO 2004 NOTES AND WARRANTS WAIVER AND FIRST AMENDMENT TO 2004 NOTES AND WARRANTSWaiver and First Amendment to 2004 Notes and Warrants • June 2nd, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS WAIVER AND FIRST AMENDMENT TO 2004 NOTES AND WARRANTS (this “Amendment”) is entered into as of May 31, 2005, by and among Galaxy Energy Corporation, a Colorado corporation (the “Company”), and the investors listed on the Schedule of Securities Holders attached hereto (collectively, the “Securities Holders”).
EXHIBIT 2.2Purchase and Sale Agreement • March 1st, 2007 • Galaxy Energy Corp • Crude petroleum & natural gas
SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT DATED JULY 31, 2007Purchase and Sale Agreement • August 1st, 2007 • Galaxy Energy Corp • Crude petroleum & natural gas
This SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is dated the 31st day of July, 2007, by and between Galaxy Energy Corporation (“Galaxy”), Dolphin Energy Corporation (hereinafter jointly referred to as “Seller” or “Party”) and PetroHunter Operating Company (“Buyer” or “Party”) and PetroHunter Energy Corporation. Buyer, Seller and PetroHunter Energy Corporation may be referred to herein collectively as “Parties”.
RECITALS:Participation Agreement • March 4th, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
LETTER AMENDING LEASE OPTION AND ACQUISITION AGREEMENT BETWEEN DOLPHIN ENERGY CORPORATION AND QUANECO, L.L.C. DATED SEPTEMBER 22, 2003 DOLPHIN ENERGY CORPORTION 1001 BRICKELL BAY DRIVE, SUITE 2202 MIAMI, FLORIDA 33131Lease Option and Acquisition Agreement • October 29th, 2003 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 10.1 ESCROW INSTRUCTIONS AND AGREEMENT DATED AS OF AUGUST 28, 2002Escrow Instructions and Agreement • March 17th, 2003 • Galaxy Investments Inc • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 10.1Lease Option and Acquisition Agreement • August 18th, 2003 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Montana
