SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2006 • Terax Energy, Inc. • Oil & gas field exploration services • New York
This Securities Purchase Agreement (this "Agreement") is dated as of February 7, 2006, among Terax Energy, Inc., a Nevada corporation (the "Company"), and each investor identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").
1.3 Ancillary Agreements 1Separation and Distribution Agreement • October 26th, 2001 • Royal Phoenix • Nevada
ContractWarrant Agreement • March 9th, 2006 • Terax Energy, Inc. • Oil & gas field exploration services
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
TERAX ENERGY, INC.Securities Offering Agreement • May 18th, 2006 • Terax Energy, Inc. • Oil & gas field exploration services • Nevada
This Note is being issued pursuant to the terms of a Purchase Agreement, dated as of the date hereof (the “Loan Agreement”), lo which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement,
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2006 • Terax Energy, Inc. • Oil & gas field exploration services • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of February 7, 2006, by and among Terax Energy, Inc., a Nevada corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 19th, 2005 • Terax Energy, Inc. • Oil & gas field exploration services • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the May 27, 2005 but effective the 1st day of June, 2005 (the “Effective Date”) by and between Terax Energy, Inc. (the "Company") and J. William Rhea, IV (the "Executive").
NOTE AND SECURITY AGREEMENTNote and Security Agreement • January 30th, 2007 • Terax Energy, Inc. • Oil & gas field exploration services • Texas
FOR VALUE RECEIVED, the undersigned, TERAX ENERGY, INC., (“Borrower”), a Nevada corporation, 13355 Noel Road, 1370 One Galleria Tower, Dallas, TX 75240 (telecopy number: (214) 691-2501), hereby promises to pay to the order of CENTURY CAPITAL MANAGEMENT LTD. (“Lender”), at its principal office, Waterfront Centre, 200 Burrard Street, Suite 1650, Vancouver, BC V6C 3L6 (Attention: Andrew Hromyk) (telecopy number:604-689-5320) in such currency of the United States of America ("USA") which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, the principal sum of FIVE HUNDRED THOUSAND DOLLARS (US$500,000) or such lesser amount as may have been advanced hereunder which has not been repaid, together with interest on the unpaid principal balance from time to time outstanding at a rate per annum equal to the lesser of (a) during each month, the Prime Rate on the first business day of such month plus three percent (3%) or (b) the maximum lawful rate u
ADDENDUM TO SEPARATION AND DISTRIBUTION AGREEMENT This addendum to Separation and Distribution Agreement (the "Addendum") is executed on this 22nd day of June, 2001, by and between Desert Health Products, Inc. ("Desert Health") and Royal Phoenix;...Separation and Distribution Agreement • October 26th, 2001 • Royal Phoenix
PURCHASE AGREEMENTSecurities Offering Agreement • May 18th, 2006 • Terax Energy, Inc. • Oil & gas field exploration services • Nevada
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 12th day of May, 2006 by and between Terax Energy, Inc., a Nevada corporation (the “Company”), and Paul A. Turner, Trustee (the “Investor”),
MANAGEMENT STOCK POOL AGREEMENTManagement Stock Pool Agreement • June 9th, 2005 • Terax Energy, Inc. • Oil & gas field exploration services
TERAX ENERGY, INC., a body corporate formed pursuant to the laws of the State of Nevada and having an office for business located at 9600 Great Hills Trail, Suite 150W, Austin Texas 78759 (the “Company”)
STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • June 2nd, 2005 • Terax Energy, Inc. • Oil & gas field exploration services • Texas
THIS STOCK PURCHASE AND SALE AGREEMENT (this “Agreement”), entered into as of the 31st day of May, 2005, by and between Holywell Technological Investments Ltd., a Bahamas Corporation, and First Finance Limited, a Canadian Corporation (each a “Seller” and collectively, the “Sellers”), and Terax Energy, Inc., a Nevada corporation (“Buyer”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 1st, 2007 • Terax Energy, Inc. • Oil & gas field exploration services • Texas
This Purchase and Sale Agreement (the “Agreement”) is executed on April 24th, 2007 by and between Westar Oil Inc, 9595 Wilshire Blvd, Suite 510 Beverly Hills, CA.90210 (the “Purchaser”) and Terax Energy Inc whose (the “Seller”). Seller and Purchaser are sometimes together referred to herein as “Parties.”
MASTER COMPROMISE AND SETTLEMENT AGREEMENTSettlement Agreement • March 3rd, 2006 • Terax Energy, Inc. • Oil & gas field exploration services • Texas
This Master Compromise and Settlement Agreement (“Agreement”) is entered into by and between J. WILLIAM RHEA, IV (“Rhea”), on the one hand, and TERAX ENERGY, INC., PHILLIP A. WYLIE, ANDREW HROMYK, ERIC BOEHNKE, JOHN W. LEGG, and BILLY WAYNE CHESTER (collectively the “Defendants”), on the other hand, in order to settle all existing disputes between them. Rhea and the Defendants, who will be referred to hereinafter sometimes collectively as the “Parties,” hereby stipulate and agree as follows: WHEREAS, Rhea is a former officer and director of TERAX ENERGY, INC. who filed the lawsuit styled J. William Rhea, IV v. Terax Energy, Inc., Phillip A. Wylie, Andrew Hromyk, Eric Boehnke, John W. Legg, and Billy Wayne Chester, Cause No. GN5-04014, in the District Court of Travis County, Texas, 345th Judicial District (the “Lawsuit”), seeking money damages and injunctive relief against the Defendants.
GAS PURCHASE AGREEMENTGas Purchase Agreement • April 5th, 2006 • Terax Energy, Inc. • Oil & gas field exploration services
THIS GAS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of January, 2006, (the “Effective Date”) by and between TERAX ENERGY, INC., a Nevada corporation (“Seller” or “Terax”) and LOUIS DREYFUS GAS DEVELOPMENT L.P., a Delaware limited partnership (“Buyer” or “LDGD”) (individually, the “Party” and, collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2005 • Terax Energy, Inc. • Oil & gas field exploration services • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 7th day of June, 2005 but effective the 1st day of June, 2005 (the “Effective Date”) by and between Terax Energy, Inc. (the "Company") and Bill Chester (the "Employee").
