Countryside Review Inc Sample Contracts

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TERMINATION AGREEMENT ---------------------
Termination Agreement • April 20th, 2005 • Falcon Natural Gas Corp • Crude petroleum & natural gas
RECITALS
Settlement Agreement • February 15th, 2006 • Falcon Natural Gas Corp • Crude petroleum & natural gas • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 1st, 2007 • Falcon Natural Gas Corp • Crude petroleum & natural gas • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 31, 2007, by and among FALCON NATURAL GAS CORP., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

RECITALS:
Pledge and Escrow Agreement • August 16th, 2005 • Falcon Natural Gas Corp • Crude petroleum & natural gas • New Jersey
SUPPLEMENTAL
Settlement Agreement • May 11th, 2006 • Falcon Natural Gas Corp • Crude petroleum & natural gas • New York
STANDBY EQUITY DISTRIBUTION AGREEMENT -------------------------------------
Standby Equity Distribution Agreement • April 20th, 2005 • Falcon Natural Gas Corp • Crude petroleum & natural gas • Nevada
November 19, 2004 Cornell Capital Partners, LP c/o David Gonzalez, Esq. 101 Hudson Street Suite 3700 Jersey City, NJ 07302 Gentlemen: This letter agreement sets forth our agreement that as a result of this letter agreement, the following agreements...
Standby Equity Distribution Agreement • November 30th, 2004 • Falcon Natural Gas Corp • Services-business services, nec

This letter agreement sets forth our agreement that as a result of this letter agreement, the following agreements are hereby amended, so that all references to "Falcon Natural Gas Corporation," shall be now read "Falcon Natural Gas Corp:" (1) the Standby Equity Distribution Agreement; (2) the Registration Rights Agreement; (2) the Escrow Agreement pertaining to the Standby Equity Distribution Agreement; (4) the Placement Agent Agreement (between the Company; (5) the Securities Purchase Agreement; (6) the Secured Debenture; (7) the Investor Registrations Rights Agreement; (8) the Security Agreement; (9) the Irrevocable Transfer Agent Instructions; and (10) the Escrow Agreement, pertaining to the Securities Purchase Agreement, so that all references to

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 1st, 2002 • Countryside Review Inc • Services-business services, nec

Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing ________________ shares of Common Stock of COUNTRYSIDE REVIEW INC. (the "Company") at a price of $0.01 per Share (the "Subscription Price").

IRREVOCABLE TRANSFER AGENT INSTRUCTIONS January 31, 2007
Securities Purchase Agreement • March 1st, 2007 • Falcon Natural Gas Corp • Crude petroleum & natural gas

This letter shall serve as our irrevocable authorization and direction to Worldwide Stock Transfer, LLC (the “Transfer Agent”) to do the following:

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 26th, 2007 • Falcon Natural Gas Corp • Crude petroleum & natural gas • Nevada

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made in Sarasota, Florida effective as of January 23, 2007, by and between FALCON NATURAL GAS CORP., a Nevada corporation (the “Company”), and SAUL SHIMON DEUTSCH, an individual residing in Brooklyn, New York (the “Executive”), who hereby agree as hereinafter provided.

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PROCEEDS ESCROW AGREEMENT
Proceeds Escrow Agreement • March 13th, 2002 • Countryside Review Inc

THIS AGREEMENT, made _______________, 2002, between, CONRAD C. LYSIAK, attorney at law, hereinafter called "Escrow Agent;" COUNTRYSIDE REVIEW INC., a Nevada corporation, with principal offices at 7225 Blenheim Street, Vancouver, British Columbia, Canada V6N 1S2, hereinafter called the "Company"; and such other person, firms, or corporations as shall become parties hereto in the manner provided herein, hereinafter called the "Subscribers."

CONSULTING AGREEMENT
Consulting Agreement • January 26th, 2007 • Falcon Natural Gas Corp • Crude petroleum & natural gas • New York

This Consulting Agreement (“Agreement”) is to be effective as of January 18, 2007, by and between FALCON NATURAL GAS CORP., a Nevada corporation, (“Company”) and TOVEY & COMPANY, LLC (“Consultant”).

RE: Participation Agreement SLICK BEND PROSPECT(S) - DeWitt County, Texas
Participation Agreement • December 1st, 2005 • Falcon Natural Gas Corp • Crude petroleum & natural gas • Texas

The provisions hereof shall inure to the benefit of and are binding upon the parties hereto, their respective heirs, successors and assigns.

Letter Agreement
Domain Name Holding Agreement • May 1st, 2002 • Countryside Review Inc • Services-business services, nec

This letter is to confirm that I am holding the domain name COUNTRYSIDE REVIEW.COM on behalf of the Company, Countryside Review, Inc.

January 31, 2007
Forbearance Agreement • March 1st, 2007 • Falcon Natural Gas Corp • Crude petroleum & natural gas • New Jersey

This forbearance agreement will confirm our understanding regarding Falcon Natural Gas Corp.’s (“Falcon”) obligations owed to Cornell Capital Partners, LP (“Cornell”). Falcon hereby acknowledges, confirms and agrees that as of the close of business on January ____, 2007, Falcon is indebted (collectively, the “Existing Debentures”) to Cornell in the amounts set forth below:

AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE AND SECURITIES PURCHASE AGREEMENT
Convertible Debenture and Securities Purchase Agreement • May 1st, 2007 • Falcon Natural Gas Corp • Crude petroleum & natural gas • New Jersey

This Amendment No. 1 (“Amendment”) to the Convertible Debenture in the principal amount of $600,000 dated January 29, 2007 (the “Convertible Debenture”) and the Securities Purchase Agreement dated January 29, 2007 (the “SPA”), is made as of April 25, 2007, by and among Cornell Capital Partners, L.P. (“Cornell”) and Falcon Natural Gas Corporation (the “Company”).

EXHIBIT 99.1 ------------ STANDBY EQUITY DISTRIBUTION AGREEMENT -------------------------------------
Standby Equity Distribution Agreement • November 30th, 2004 • Falcon Natural Gas Corp • Services-business services, nec • Nevada
SUBSCRIPTION AGREEMENT
Subscription Agreement • March 13th, 2002 • Countryside Review Inc

Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing ________________ shares of Common Stock of COUNTRYSIDE REVIEW INC. (the "Company") at a price of $0.10 per Share (the "Subscription Price").

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