EXHIBIT 2.1 STOCK PURCHASE AGREEMENT BY AND BETWEEN TOUCHSTONE RESOURCES, LTD.Stock Purchase Agreement • April 15th, 2004 • Coffee Exchange Inc • Retail-eating places • Delaware
Exhibit 4.2 WARRANT NO.: __________________ THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT...Warrant Agreement • April 5th, 2005 • Touchstone Resources Usa, Inc. • Retail-eating places • Pennsylvania
EXHIBIT 10.7 LOAN AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into this 23rd day of March, 20043, by and between Touchstone Resources USA, Inc., a Delaware corporation (f/k/a The Coffee Exchange, Inc.) (the "Borrower") and Trident...Loan Agreement • May 24th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places • Texas
STOCK OPTION AGREEMENT UNDER THE TOUCHSTONE RESOURCES USA, INC. 2005 STOCK INCENTIVE PLANStock Option Agreement • October 6th, 2005 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • Delaware
OPERATING AGREEMENT OF MAVERICK BASIN EXPLORATION, LLCOperating Agreement • August 30th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places • Delaware
EXHIBIT 10.8 ------------------------------------------------------------------ -------------- The Securities represented by this Convertible Note have not been registered under the Securities Act of 1933, as amended ("Act"), or applicable state...Convertible Note • May 24th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places • Texas
EXHIBIT 10.9 SECURITY AGREEMENT 1. DATE: March 23, 2004 2. BORROWER: Touchstone Resource USA, Inc. 3. BORROWER'S MAILING ADDRESS (INCLUDING COUNTY): 111 Presidential Boulevard Suite 165 Bala Cynwyd, PA 19004 4. SECURED PARTY AND MAILING ADDRESS...Security Agreement • May 24th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places • Texas
EXHIBIT 10.4 STOCK PURCHASE AGREEMENT This is an agreement ("Agreement") between George Sines ("Seller") and Stephen Harrington ("Buyer") made this 28th day of February 2004, subject to the following terms and conditions hereof. WHEREAS: A. Seller...Stock Purchase Agreement • March 30th, 2004 • Coffee Exchange Inc • Retail-eating places • California
RECITALSStock Redemption Agreement • March 30th, 2004 • Coffee Exchange Inc • Retail-eating places • California
AMENDMENT TO THE OPERATING AGREEMENT OF MAVERICK BASIN EXPLORATION, LLCOperating Agreement • August 30th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places
THIS AMENDMENT to the Operating Agreement of MAVERICK BASIN EXPLORATION, LLC, a Delaware Limited Liability Company, ("Operating Agreement") is entered into and shall be effective this 14th day of July, 2004, among Touchstone Resources USA, Inc. ("Touchstone") (The "Withdrawing Class A Member" and the "Initial Class B Member"), PHT Gas, LLC ("PHT") (the "Initial Class C Member") and South Oil, Inc. ("South Oil") (the "Additional Class A Member") (collectively the "Members").
RECITALSMerger Agreement • May 24th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places
EXHIBIT 10.6 INTEREST PURCHASE AGREEMENT BY AND BETWEEN TOUCHSTONE LOUISIANA, INC.Interest Purchase Agreement • May 24th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places • Texas
EXHIBIT 10.4 THE INTERESTS SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND TRANSFER OF THE INTERESTS IS RESTRICTED BY THE TERMS OF THIS AGREEMENT AND...Subscription Agreement • May 24th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into this 24th day of March, 2004, by and among FEQ GAS, LLC, a Delaware Limited Liability Company ("FEQ"), TOUCHSTONE RESOURCES USA, INC., a...Securities Purchase Agreement • May 24th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places • Pennsylvania
Units Comprised of Common Stock and Warrants CONFIDENTIALSecurities Purchase Agreement • January 30th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • Delaware
EXHIBIT 10.5 THE INTERESTS SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND TRANSFER OF THE INTERESTS IS RESTRICTED BY THE TERMS OF THIS AGREEMENT AND...Subscription Agreement • May 24th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 6th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 4, 2006, by and among Touchstone Resources USA Inc., a Delaware corporation, with headquarters located at 1600 Smith Street, Suite 5100, Houston, Texas 77002 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
EXHIBIT 10.3 INTEREST PLEDGE AGREEMENT THIS INTEREST PLEDGE AGREEMENT (the "Agreement"), dated February 26, 2004, is made and entered into by and among Knox Gas, LLC, a Delaware limited liability company ("Pledgor"), and Continental Southern...Interest Pledge Agreement • May 24th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places • Texas
ASSIGNMENT AND TRANSFER AGREEMENTAssignment and Transfer Agreement • April 18th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2005 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • Texas
THIS AGREEMENT (the "Agreement") dated July 13, 2005 by and between Touchstone Resources USA, Inc., a Delaware corporation (the "Company"), and Roger Abel (the "Executive").
TOUCHSTONE RESOURCES USA, INC. March ___, 2006Lock-Up Agreement • April 6th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • New York
In connection with the issuance of the Common Stock, par value $0.001 per share, of the Company (each a “Security” and collectively, the “Securities”) pursuant to the Securities Purchase Agreement entered by and among the Company and the investors named on the Schedule of Buyers attached thereto (the “Buyers”), on March ___, 2006 (the “Securities Purchase Agreement”), the undersigned agrees that, commencing on the date hereof and during the period specified below (the “Lock-Up Period"), the undersigned will not offer, sell, contract to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any share
VOTING AGREEMENTVoting Agreement • April 6th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • New York
VOTING AGREEMENT, dated as of March ___, 2006 (this “Agreement”), by and among Touchstone Resources USA, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto under the heading “Stockholders” (each a “Stockholder” and collectively, the “Stockholders”).
DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of April 10, 2007 among CYGNUS OIL AND GAS CORPORATION, CYGNUS TEXAS PROPERTIES, INC., CYGNUS OKLAHOMA, LLC, CYGNUS NEW ZEALAND, INC., CYGNUS LOUISIANA, INC., CYGNUS MISSISSIPPI, LLC, CYGNUS OKLAHOMA...Debtor-in-Possession Credit Agreement • April 16th, 2007 • Cygnus Oil & Gas Corp • Crude petroleum & natural gas • New York
This DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of April , 2007 (this "Agreement"), is made by and among CYGNUS OIL AND GAS CORPORATION, as a debtor and a debtor-in-possession, a Delaware corporation ("Cygnus"), Cygnus Texas Properties, Inc., as a debtor and a debtor-in-possession, a Delaware corporation ("Texas"), Cygnus Oklahoma, LLC, as a debtor and a debtor-in-possession, a Delaware limited liability company ("Oklahoma"), Cygnus New Zealand, Inc., as a debtor and a debtor-in-possession, a Delaware corporation ("New Zealand"), Cygnus Louisiana, Inc., as a debtor and a debtor-in-possession, a Delaware corporation ("Louisiana"), Cygnus Mississippi, LLC, as a debtor and a debtor-in-possession, a Delaware limited liability company ("Mississippi"), Cygnus Oklahoma Operating, LLC, as a debtor and a debtor-in-possession, a Delaware limited liability company ("Operating"), Cygnus Operator, Inc., as a debtor and a debtor-in-possession, a Delaware corporation ("Operator," and collectively
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 4, 2006, by and among Touchstone Resources USA, Inc., a Delaware corporation, with headquarters located at 1600 Smith Street, Suite 5100, Houston, Texas 77002 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
THE INTERESTS SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND TRANSFER OF THE INTERESTS IS RESTRICTED BY THE TERMS OF THIS AGREEMENT AND OF THE...Subscription Agreement • July 21st, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places
Securities Purchase Agreement Units Comprised of Common Stock and Warrants to Acquire Common Stock CONFIDENTIALSecurities Purchase Agreement • July 3rd, 2006 • Cygnus Oil & Gas Corp • Crude petroleum & natural gas • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated , 2004, by and between TOUCHSTONE RESOURCES USA, INC., a Delaware corporation (the “Company”), and the purchaser or purchasers identified on the signature page hereof (“Purchaser”).
