Electrum Mining LTD Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 13th, 2006 • Electrum Mining LTD • Gold and silver ores

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of June ___, 2006, between Crosspoint Energy, LLC, the Company and each Purchaser (the “Purchase Agreement”) and the Merger Agreement (as defined in the Purchase Agreement).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 13th, 2006 • Electrum Mining LTD • Gold and silver ores • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2006, among CrossPoint Energy, LLC, a Texas limited liability company (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 1st, 2006 • CrossPoint Energy CO • Gold and silver ores • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on this 27th day of November, 2006 (the “Effective Date”), by and between CrossPoint Energy Company, a Nevada corporation, with its principal executive offices in Frisco, Texas (the “Company”), and Daniel F. Collins, an individual currently residing in Lewisville, Texas (“Employee”).

CREDIT AGREEMENT Dated as of SEPTEMBER 2, 2005 among CROSSPOINT ENERGY HOLDINGS, LLC as Borrower, D. B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., as Administrative Agent, and THE LENDERS PARTY HERETO Sole Lead Arranger PETROBRIDGE INVESTMENT MANAGEMENT LLC
Credit Agreement • December 1st, 2006 • CrossPoint Energy CO • Gold and silver ores • New York

This CREDIT AGREEMENT dated as of September 2, 2005, is among Crosspoint Energy Holdings, LLC, a limited liability company duly formed and existing under the laws of the State of Texas (the “Borrower”); each of the Lenders from time to time party hereto; and D. B. Zwirn Special Opportunities Fund, L.P., a Delaware limited partnership (as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

AMENDMENT TO AGREEMENT
Employment Agreement • September 6th, 2007 • CrossPoint Energy CO • Gold and silver ores

THIS AMENDMENT TO AGREEMENT (hereinafter, “this Agreement”) is made and entered into on this 30th day of August 2007 (the “Effective Date”), by and between CrossPoint Energy Company, a Nevada corporation, with its principal executive offices in Frisco, Texas (the “Company”), and Daniel F. Collins, an individual currently residing in Plano, Texas (“Employee”).

TERMINATION AND RELEASE AGREEMENT
Termination and Release Agreement • November 27th, 2007 • CrossPoint Energy CO • Gold and silver ores • New York

This Termination and Release Agreement (this “Agreement”), dated as of November 26, 2007, is entered into by and among CrossPoint Energy Holdings, LLC, as borrower (“Borrower”) under the Credit Agreement (defined below), CrossPoint Energy LLC (“Parent”), D.B. Zwirn Special Opportunities Fund, L.P., as administrative agent under the Credit Agreement described herein (in such capacity, the “Administrative Agent”) and Petrobridge Asset Management, LLC (“PAM”).

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT September 28, 2007
Purchase and Sale Agreement • November 16th, 2007 • CrossPoint Energy CO • Gold and silver ores
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT October 31, 2007
Purchase and Sale Agreement • November 16th, 2007 • CrossPoint Energy CO • Gold and silver ores
COMMON UNIT PURCHASE WARRANT To Purchase __________ Common Units of CROSSPOINT ENERGY COMPANY
Common Unit Purchase Warrant • December 1st, 2006 • CrossPoint Energy CO • Gold and silver ores

THIS COMMON UNIT PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CrossPoint Energy Company, a Texas limited liability company (the “Company”), up to ______ Common Units (the “Warrant Units”) of the Company (the “Common Units”). The purchase price of one Common Unit under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT September 5, 2007
Purchase and Sale Agreement • November 16th, 2007 • CrossPoint Energy CO • Gold and silver ores
SECURITY AGREEMENT Dated as of September 2, 2005 between CROSSPOINT ENERGY HOLDINGS, LLC and D. B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
Security Agreement • March 16th, 2007 • CrossPoint Energy CO • Gold and silver ores • New York

This SECURITY AGREEMENT, dated as of September 2, 2005, is between CrossPoint Energy Holdings, LLC, a Texas limited liability company (the “Debtor”), and D. B. Zwirn Special Opportunities Fund, L.P., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Secured Party”) for the financial institutions from time to time parties to the Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Debtor, the Lenders thereunder and the Secured Party.

AGREEMENT
Employment Agreement • May 29th, 2007 • CrossPoint Energy CO • Gold and silver ores • Texas

THIS AGREEMENT (hereinafter, “this Agreement”) is made and entered into on this 24th day of May 2007 (the “Effective Date”), by and between CrossPoint Energy Company, a Nevada corporation, with its principal executive offices in Frisco, Texas (the “Company”), and Jeffrey A. Krakos, an individual currently residing in Lewisville, Texas (“Employee”).

SUMMARY SHEET: MARGARET COUGHLIN RETENTION AGREEMENT
Retention Agreement • August 20th, 2007 • CrossPoint Energy CO • Gold and silver ores

On June 6, 2007, CrossPoint Energy Company agreed to pay Margaret R. Coughlin, Controller, Principal Financial Officer and Secretary, a retention bonus of $25,000 in consideration of retaining her services through July 23, 2007.

May 21, 2007
Engagement Agreement • August 20th, 2007 • CrossPoint Energy CO • Gold and silver ores • Texas

This letter agreement (“Letter Agreement”) confirms the terms and conditions of the engagement (the “Engagement”) of Venn Capital Advisors, L.P. (the “Advisor”) by CrossPoint Energy Company and its subsidiaries and affiliates (collectively, the “Company”) as the Company’s business and restructuring Advisor during the term of this Letter Agreement. Such engagement as the Company’s Advisor is subject to the terms and conditions outlined below.

AGREEMENT
Employment Agreement • June 26th, 2007 • CrossPoint Energy CO • Gold and silver ores • Texas

THIS AGREEMENT (hereinafter, “this Agreement”) is made and entered into on this 21st day of June 2007 (the “Effective Date”), by and between CrossPoint Energy Company, a Nevada corporation, with its principal executive offices in Frisco, Texas (the “Company”), and Daniel F. Collins, an individual currently residing in Plano, Texas (“Employee”).

PLEDGE AGREEMENT Dated as of September 2, 2005 between CROSSPOINT ENERGY, LLC and D. B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
Pledge Agreement • March 16th, 2007 • CrossPoint Energy CO • Gold and silver ores • New York

This PLEDGE AGREEMENT, dated as of September 2, 2005, is between Crosspoint Energy, LLC, a Texas limited liability company (the “Debtor”), and D. B. Zwirn Special Opportunities Fund, L.P., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Secured Party”) for the lenders (the “Lenders”) from time to time parties to the Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Crosspoint Energy Holdings, LLC, a Texas limited liability company (the “Borrower”), the Lenders and the Secured Party.

PURCHASE AND SALE AGREEMENT Hoskins Mound Prospect, Brazoria County, Texas August 22, 2007
Purchase and Sale Agreement • November 16th, 2007 • CrossPoint Energy CO • Gold and silver ores

This Purchase and Sale Agreement (as the same may be amended from time to time by mutual agreement of the parties, the "Agreement") is entered into as of the date above stated between CrossPoint Energy Holdings, LLC, a Texas limited liability company (“Seller”), and ERG Resources, L.L.C., a Texas limited liability company, or its assigns (“Buyer”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 24th, 2004 • Electrum Mining LTD

Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing __________________________________________________ (__________) shares of Common Stock of Bulldog Financial, Inc. (the "Company") at a price of $0.10 per share (the "Subscription Price").

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 1st, 2006 • CrossPoint Energy CO • Gold and silver ores • Texas

This Indemnification Agreement (the “Agreement”) is made and entered into by and among CrossPoint Energy, LLC, a limited liability company formed in Texas (the “Company”), Daniel F. Collins (“Collins”), Jeffery A. Krakos (“Krakos”), Rosa L. Collins (“R. Frazier”), and DeAnn C. Krakos (“D. Krakos”) (Collins, Krakos, R. Collins and D. Krakos are sometimes collectively referred to herein as the “Related Parties”).

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT October 23, 2007
Purchase and Sale Agreement • November 16th, 2007 • CrossPoint Energy CO • Gold and silver ores
Mineral Claim Purchase Agreement THIS AGREEMENT made as of the 30th day of September 2004 BETWEEN:
Mineral Claim Purchase Agreement • November 24th, 2004 • Electrum Mining LTD • British Columbia

Xennex Development Corporation, ("Xennex") a Company incorporated under the laws of British Columbia having an address at 135 Rockland Road West, North Vancouver B.C. V7N 2V8 Tel (604) 987 2874

Contract
Credit Agreement • August 20th, 2007 • CrossPoint Energy CO • Gold and silver ores

Reference is hereby made to the Credit Agreement for all purposes. Any capitalized term used herein that is not defined herein shall have the meaning attributed to it in the Credit Agreement. Any references to sections herein refer to sections in the Credit Agreement. You have previously notified Administrative Agent that Borrower is in default of (i) Section 9.12 for failure to deliver a Reserve Report on or prior to the dates specified in section 9.12 and (ii) Sections 10.01(a), 10.01(b), 10.01(d) and 10.23 for failing to meet the financial covenants and production volumes specified in such sections for the first and second fiscal quarters for 2007. You have requested that the Lenders and the Administrative Agent waive the Defaults as set forth above. Administrative Agent for itself and on behalf of the Lenders hereby waives the defaults provided for above for the fiscal periods ending March 31, 2007 and June 30, 2007, and only for such fiscal periods, and further subject to the prov

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AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 16th, 2007 • CrossPoint Energy CO • Gold and silver ores • New York

THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (“Amendment No. 1”) is entered into by and among CrossPoint Energy Company, a Nevada corporation (f/k/a Electrum Mining Limited, the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”) as of the date the last Purchaser signs this Amendment No. 1.

MERGER AGREEMENT among ELECTRUM MINING LIMITED CROSSPOINT ACQUISITION COMPANY and CROSSPOINT ENERGY, LLC July 7, 2006
Merger Agreement • July 13th, 2006 • Electrum Mining LTD • Gold and silver ores

This Merger Agreement (this “Agreement”) is made as of July 7, 2006, between and among Electrum Mining Limited, a Nevada corporation (“Electrum”), CrossPoint Acquisition Company, a Nevada corporation and a wholly-owned subsidiary of Electrum (the “Acquisition Corporation”), and CrossPoint Energy, LLC, a Texas limited liability company (the “CrossPoint”).

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