SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2006 • Ignis Petroleum Group, Inc. • Metal mining • New Jersey
THIS SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of April 28, 2006, by and among IGNIS PETROLEUM GROUP, INC., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • February 10th, 2006 • Ignis Petroleum Group, Inc. • Metal mining • New Jersey
THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of February 9, 2006, by and between IGNIS PETROLEUM GROUP, INC., a Nevada corporation (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
SECOND AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • May 1st, 2006 • Ignis Petroleum Group, Inc. • Metal mining • Nevada
THIS SECOND AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 28, 2006, by and among IGNIS PETROLEUM GROUP, INC., a Nevada corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
ESCROW AGREEMENTEscrow Agreement • January 10th, 2006 • Ignis Petroleum Group, Inc. • Metal mining • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of January 5, 2006 IGNIS PETROLEUM GROUP, INC., a Nevada corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”).
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • January 10th, 2006 • Ignis Petroleum Group, Inc. • Metal mining • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of January 5, 2006 (the “Effective Date”) by and among IGNIS PETROLEUM GROUP, INC., a corporation organized and existing under the laws of the State of Nevada (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
SECURITY AGREEMENTSecurity Agreement • January 10th, 2006 • Ignis Petroleum Group, Inc. • Metal mining • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of January 5, 2006, by and between IGNIS PETROLEUM GROUP, INC., a Nevada corporation (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
SUBSCRIPTION AGREEMENT IGNIS PETROLEUM GROUP, INC.Subscription Agreement • January 9th, 2006 • Ignis Petroleum Group, Inc. • Metal mining • Texas
The undersigned, Petrofinanz GmbH (the “Subscriber”) understands that Ignis Petroleum Group, Inc., a Nevada Corporation (the “Company”) is offering for sale to the undersigned 80,000 units (the “Units”) at a purchase price of $1.25 per Unit, with each unit consisting of one share of common stock (the “Common Stock”) and one two-year warrant to purchase one share of common stock at an exercise price of $2.00 per share in substantially the form of Exhibit A attached hereto (the “Warrants”). The Common Stock, the Warrants and the common stock underlying the Warrants are also collectively referred to herein as the “Securities.” The Subscriber agrees to purchase the Units upon the terms and conditions set forth herein. The Subscriber acknowledges and understands that the offering of the Units (the “Offering”) is being made without registration of the Securities under the Securities Act of 1933, as amended (the “Act”), or any securities “blue sky” or other similar laws of any state (“State S
INSIDER PLEDGE AND ESCROW AGREEMENTInsider Pledge and Escrow Agreement • January 10th, 2006 • Ignis Petroleum Group, Inc. • Metal mining • New Jersey
THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of January 5, 2006 (the “Effective Date”) by and among PHILIPP BUSCHMANN and MICHAEL PIAZZA (collectively, the “Pledgor”), CORNELL CAPITAL PARTNERS, LP (the “Pledgee”), IGNIS PETROLEUM GROUP, INC., a Nevada corporation (the “Company”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2006 • Ignis Petroleum Group, Inc. • Metal mining • Texas
This Indemnification Agreement (this “Agreement”), dated effective as of October 16, 2006, is made by and between Ignis Petroleum Group, Inc., a Nevada corporation (the "Corporation"), and John M. Glynn ("Indemnitee").
September 22, 2005Loan Agreement • October 11th, 2005 • Ignis Petroleum Group, Inc. • Metal mining
Pursuant to the above referenced Loan Agreement, Borrower issued a Convertible Promissory Note, dated April 22, 2005 (the “Note”) to Lender in the original principal amount of $375,000, which was convertible at a conversion price of $0.50 per share into 750,000 shares of common stock, par value $0.01 per share, of Borrower. Ignis Petroleum Group, Inc., f/k/a Sheer Ventures, Inc. (the “Company”), and its sole director were aware of the Note when the Company entered into the Stock Exchange Agreement, dated May 11, 2005 (the “Stock Exchange Agreement”), by and among the Company, Doug Berry, Philipp Buschmann, Fraser Tod, Gareth David Ball, Stephen Macrow, Luke Duncan Robinson, Thomas Thompson and Borrower, pursuant to which all 1,600,000 outstanding shares of common stock of the Borrower were exchanged for 1,600,000 shares of common stock, par value $0.001 per share, of the Company. Upon the consummation of the transaction contemplated by the Stock Exchange Agreement (the “Exchange”), Bor
Mr. Eric HanlonConsultant Agreement • July 21st, 2006 • Ignis Petroleum Group, Inc. • Metal mining
LOAN AGREEMENTLoan Agreement • January 9th, 2006 • Ignis Petroleum Group, Inc. • Metal mining • Texas
RE: Amendment to Letter Agreement, Barnett Crossroads Prospect Area, Escambia County, AlabamaLetter Agreement • October 11th, 2005 • Ignis Petroleum Group, Inc. • Metal mining
Reference is made to that certain letter agreement dated April 22, 2005 (the "Agreement"), by and between Ignis Petroleum Corporation ("Ignis") and Newton Properties, Inc. ("Newton"), pertaining to the Barnett Crossroads Prospect Area, Escambia County, Alabama, as more particularly set forth in the Agreement. All capitalized terms used but not defined herein shall have the meanings given such terms in the Agreement and the Joint Operating Agreement ("JOA") attached as Exhibit D to the Agreement.
Newton Properties, Inc Trust Company Complex Ajeltake Road Ajeltake Island, Majuro, Marshall Islands MH96960 RE: Barnett Crossroads Prospect Area, Escambia County, Alabama Gentlemen:Joint Operating Agreement • October 11th, 2005 • Ignis Petroleum Group, Inc. • Metal mining
This letter, when accepted by you in the manner hereinafter provided, will constitute an agreement (“ Agreement”) by and between Newton Properties, Inc. (“Newton”) and Ignis Petroleum Corporation (“Ignis”) relating to the lands, leases and proposed operations thereon covering the Barnett Crossroads Prospect Area, Escambia County, Alabama as more fully described on Exhibit “A” attached hereto (“Subject Leases”). With regard to the foregoing, we have agreed as follows:
Mr. Joseph GittelmanExploration Advisor Consultant Agreement • October 11th, 2005 • Ignis Petroleum Group, Inc. • Metal mining
April 13, 2006Extension of Deadline Agreement • April 19th, 2006 • Ignis Petroleum Group, Inc. • Metal mining
Reference is made to the letter agreement dated March 31, 2005 (the "Original Agreement"), by and among Argyle Energy, Inc. ("Argyle"), Newton Properties, Inc. ("Newton"), and Bayou City Exploration, Inc. f/k/a Blue Ridge Energy, Inc. ("BCE"), pertaining to the North Wright Prospect Area, Acadia Parish, Louisiana (the "Prospect"), as amend by the letter agreement dated September 1, 2005, by and among Argyle, Ignis Petroleum Corporation ("Ignis") and BCE (the Original Agreement as amended thereby, shall be referred to herein as the "Agreement"). Unless otherwise noted herein, all capitalized terms used herein shall have the meanings given such terms in the Agreement and the Joint Operating Agreement ("JOA") attached as Exhibit B to the Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 20th, 2005 • Sheer Ventures Inc. • Metal mining • Nevada
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made effective as of the 11th day of May, 2005, by and among D.B. Management Ltd., a private limited corporation organized pursuant to the laws of the province of British Columbia (being herein referred to as the "Seller"), Sheer Ventures, Inc., a Nevada corporation (the "Company") and Caroline Emma Thomson, Daniel Stephen Gaunt, Christopher Ian Harvey, Benjamin Vernon Weller, Julian David Mark Lane, and Philipp Buschmann (being herein referred to individually as "Purchaser" and collectively as the "Purchasers").
December 29, 2005Placement Agency Agreement • January 10th, 2006 • Ignis Petroleum Group, Inc. • Metal mining
ARGYLE ENERGY, INC. 10777 Westheimer Suite 170 Houston, Texas 77042 Phone: (832) 358-3900 Fax: (832) 358-3903 September 29, 2005Letter Agreement • October 11th, 2005 • Ignis Petroleum Group, Inc. • Metal mining
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 13th, 2005 • Ignis Petroleum Group, Inc. • Metal mining • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of the 15th day of June, 2005, by and among Sheer Ventures, Inc., a Nevada corporation (the “Company” or “Seller”) and Petrofinanz GMBH, a limited liability company organized pursuant to the laws of the Marshall Islands (“Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2007 • Ignis Petroleum Group, Inc. • Metal mining • Texas
of January, 2007 by and between Ignis Petroleum Corporation and Ignis Petroleum Group, Inc., (collectively referred to as "Company") and Patty Dickerson (hereinafter referred to as "Employee").
ARGYLE ENERGY, INC. 10777 Westheimer Suite 170 Houston, Texas 77042 Phone: (832)358-3900 Fax: (832) 358-3900 March 31, 2005Prospect Agreement • October 11th, 2005 • Ignis Petroleum Group, Inc. • Metal mining • Texas
When accepted by you in the manner indicated below, this letter shall constitute an agreement by and between Argyle Energy, Inc. ("Argyle"), on the one hand, and Newton Properties ("Newton") on the other, relative to the referenced Prospect area.
ARGYLE ENERGY, INC.Agreement • October 11th, 2005 • Ignis Petroleum Group, Inc. • Metal mining • Texas
When accepted by you in the manner indicated below, this letter shall constitute an agreement by and between Argyle Energy, Inc. ("Argyle"), on the one hand, and Newton Properties ("Newton") on the other, relative to the referenced Prospect area.
March 29, 2006Extension of Deadline Agreement • April 19th, 2006 • Ignis Petroleum Group, Inc. • Metal mining
Reference is made to the letter agreement dated April 22, 2005 (the "Original Agreement"), by and between Ignis Petroleum Corporation ("Ignis") and Newton Properties, Inc. ("Newton"), pertaining to the North Wright Field Prospect, Acadia Parish, Louisiana, as amended by the letter agreement dated September 30, 2005, by and among Ignis, Ignis Petroleum Group, Inc. ("IPG") and Newton (the Original Agreement as amended thereby, shall be referred to herein as the "Agreement"). All capitalized terms used but not defined herein shall have the meanings given such terms in the Agreement and the Joint Operating Agreement ("JOA") attached as Exhibit D to the Agreement.
RETENTION BONUS AGREEMENTRetention Bonus Agreement • August 2nd, 2007 • Ignis Petroleum Group, Inc. • Metal mining • Texas
This Retention Bonus Agreement (the “Agreement”) by and between Ignis Petroleum Group, Inc., a Nevada corporation (the “Company”) with its principal place of business at One Legacy Town Center, 7160 Dallas Parkway, Suite 380, Piano, Texas 75024, and Lifestyles Integration, Inc. (the “Consultant”) shall be effective as of June 1, 2007 (the “Effective Date”).
ARGYLE ENERGY, INC. 10777 Westheimer Suite 170 Houston, Terms 77042 Phone.- (832)358-3900 Fax: (832) 358-3903 September 1, 2005Letter Agreement • October 11th, 2005 • Ignis Petroleum Group, Inc. • Metal mining
MINERAL PROPERTY PURCHASE AGREEMENTMineral Property Purchase Agreement • July 26th, 2004 • Sheer Ventures Inc. • British Columbia
SHEER VENTURES, INC., a body corporate, duly incorporated under the laws of the State of Nevada and having an office at 1030 - 475 Howe Street, Vancouver, B.C., V6C 2B3;
Newton Properties, Inc Trust Company Complex Ajeltake Road Ajeltake Island, Majuro, Marshall Islands MH96960 RE: North Wright Field Prospect, Acadia Parish, Louisiana Gentlemen:Joint Operating Agreement • October 11th, 2005 • Ignis Petroleum Group, Inc. • Metal mining
This letter, when accepted by you in the manner hereinafter provided, will constitute an agreement (“ Agreement”) by and between Newton Properties, Inc. (“Newton”) and Ignis Petroleum Corporation (“Ignis”) relating to the lands, leases and proposed operations thereon covering the North Wright Field Prospect, Acadia Parish, Louisiana as more fully described on Exhibit “A” attached hereto (“Subject Leases”). With regard to the foregoing, we have agreed as follows:
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • June 20th, 2005 • Sheer Ventures Inc. • Metal mining • Nevada
This Stock Exchange Agreement (the "Agreement"), dated as of May 11th, 2005, is by and among Sheer Ventures, Inc., a Nevada corporation, ("Sheer" or the "Company"), Doug Berry, a director, officer and shareholder of the Company ("Berry"), Philipp Buschmann, Fraser Tod, Gareth David Ball, Stephen Macrow, Luke Duncan Robinson and Thomas Thompson (collectively referred to herein as the "Stockholders"), such persons being all of the registered holders of all of the capital stock of Ignis Petroleum Corporation, a Nevada corporation ("Ignis") and Ignis.
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS January 5, 2006Irrevocable Transfer Agent Instructions • April 14th, 2006 • Ignis Petroleum Group, Inc. • Metal mining
This letter shall serve as our irrevocable authorization and direction to Empire Stock Transfer, Inc. (the “Transfer Agent”) to do the following:
EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2007 • Ignis Petroleum Group, Inc. • Metal mining • Texas
This Employment Agreement ("Agreement") is entered into as of this 20th day of November 2006 by and between Ignis Petroleum Corporation and Ignis Petroleum Group, Inc., (collectively referred to as "Company") and Shawn L. Clift (hereinafter referred to as "Employee").
Mr. Alexander KulpeczExecutive Advisor Consultant Agreement • October 11th, 2005 • Ignis Petroleum Group, Inc. • Metal mining
FORBEARANCE AGREEMENTForbearance Agreement • July 23rd, 2008 • Ignis Petroleum Group, Inc. • Metal mining • New Jersey
FORBEARANCE AGREEMENT, dated of as July 17, 2008, by and between IGNIS PETROLEUM GROUP, INC. (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (f/k/a Cornell Capital Partners L.P.), a Cayman Island limited partnership (“YA Global”). All capitalized terms used herein shall have the respective meanings assigned thereto in the Transaction Documents (as defined below) unless otherwise defined herein.
DRAGON ENERGY CORPORATION NEW ORLEANS, LOUISIANA 70130-6155Farmout Agreement • March 20th, 2006 • Ignis Petroleum Group, Inc. • Metal mining
The First Amendment of Farmout Agreement dated September 30, 2005 ("Amendment") between DRAGON ENERGY CORPORATION ("Dragon") and ARGYLE ENERGY, INC. ("Argyle"), executed concurrently with this Side Letter to First Amendment of Farmout Agreement ("Side Letter") provides for an extension of the Test Well commencement date. The Amendment is subject to and contingent upon the following additional terms and consideration:
To: Roger Leopard RE: Board of DirectorsBoard Member Agreement • January 26th, 2006 • Ignis Petroleum Group, Inc. • Metal mining
On behalf of the Board of Directors I would like to offer you a position on the Board of Directors of Ignis Petroleum Group, Inc. as a non-executive Board Member. This letter is intended to act as temporary proxy until a more comprehensive contract can be entered into in the future-but upon execution this agreement shall set in motion your appointment based on the terms, conditions and responsibilities outlinted below:
