Mogul Energy International, Inc. Sample Contracts

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Contract
Director Appointment Agreement • March 29th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas
SUBSCRIPTION AGREEMENT
Subscription Agreement • February 6th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas • New York

This Subscription Agreement (this “Agreement”) by and between _______________ (the “Subscriber”), and Mogul Energy International, Inc., a Delaware Corporation (the “Company”).

A BINDING FARM-OUT AGREEMENT EAST WADI ARABA CONCESSION - EGYPT
Farm-Out Agreement • November 17th, 2006 • Mogul Energy International, Inc. • Alberta

This Agreement made the 6th day of August, 2005 between Dover Investments Limited a Corporation organized and existing under the laws of the Province of Ontario, Canada (hereinafter referred to as “Dover”), TransPacific Petroleum Corp., a Corporation organized and existing under the laws of the Province of British Columbia, Canada (hereinafter referred to as "TransPacific") and Mogul Energy Ltd., a Corporation organized and existing under the laws of the Province of British Columbia Canada (hereinafter referred to as “Mogul”) and Ghareeb Awad of the City of Richmond British Columbia, Canada (hereinafter referred to as “Awad”).

CONSULTANT AGREEMENT
Consultant Agreement • October 24th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas • Washington

THIS AGREEMENT is made and entered into between CHARLES D. FLYNN (“Consultant”) and MOGUL ENERGY INTERNATIONAL, INC. (“Company”) (Consultant and Company are referred to interchangeably and collectively herein as “Party” and the “Parties”), and is effective as of October 16th, 2007 (“Effective Date”).

Deed of Assignment Arabic Translation Omitted
Deed of Assignment • November 17th, 2006 • Mogul Energy International, Inc.

This Deed of Assignment is made and entered into on this day of ,2006 , by and between "Dover Investments Limited, a corporation organized and existing under the laws of Canada hereinafter referred to as ("Dover”), as ASSIGNOR, and TransPacific Petroleum Corp., a corporation organized and existing under the laws of Canada, hereinafter referred to as (“TransPacific”), and Mogul Energy International, Inc. a corporation organized and existing under the laws of the United States of America, hereinafter referred to as (“Mogul”) and Sea Dragon Energy Inc. a corporation organized and existing under the laws of Canada hereinafter referred to as (“Sea Dragon”) As ASSIGNEES.

FARM-OUT AGREEMENT
Farm-Out Agreement • November 17th, 2006 • Mogul Energy International, Inc. • New York

THIS AGREEMENT is dated as of September 29th, 2005 by and between Mogul Energy Ltd., a corporation organized and existing under the laws of the Province of British Columbia Canada (“Mogul”) and Mogul Energy International, Inc., a corporation organized and existing under the laws of the state of Delaware, USA (“MEI”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 6th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas • New York

Subscription Agreement (“Agreement”) by and between _________ [ an individual] [a _________ corporation] (the “Subscriber”) and Mogul Energy International, Inc., a Delaware Corporation (the “Company”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 6th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas • New York

Subscription Agreement (“Agreement”) by and between _____________________ [an individual] [a ________________ corporation] (the “Subscriber”) and Mogul Energy International, Inc., a Delaware Corporation (the “Company”).

EXTENSION AGREEMENT
Extension Agreement • February 8th, 2010 • Mogul Energy International, Inc. • Crude petroleum & natural gas • Ontario

AND WHEREAS the Parties wish to amend one of the terms of the QT Agreement in accordance with the terms of the QT Agreement;

Contract
Office Lease Agreement • February 6th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas

This Office Space Lease is made and entered into as of the 23rd day of September 2005 by and between The Law Office of Mussehl & Khan (Landlord) and Mogul Energy International, Inc. (Tenant).

MOGUL ENERGY INTERNATIONAL, INC. SEATTLE, WASHINGTON 98101 Telephone: (206) 357-4220 Facsimile: (206) 357-4211
Registration Rights Agreement • November 17th, 2006 • Mogul Energy International, Inc. • New York

Reference is hereby to the Subscription Agreement between you (the “Holder”) and Mogul Energy International, Inc. (the “Company”) dated for reference (the “Subscription Agreement”). Since the Company has agreed to register the shares of certain of its stockholders, it has also agreed to register for resale the [----] purchased by the Holder pursuant to the Subscription Agreement, all on the terms and conditions set forth herein.

Form of Subscription Agreement ($0.15) MOGUL ENERGY INTERNATIONAL, INC.
Subscription Agreement • February 15th, 2008 • Mogul Energy International, Inc. • Crude petroleum & natural gas • Delaware

This Subscription Agreement is made by and between _____________________________________________________________________________, the undersigned subscriber (the “Subscriber”) and Mogul Energy International, Inc., a Delaware Corporation (the “Company”).

ASSIGNMENT AGREEMENT
Assignment Agreement • November 17th, 2006 • Mogul Energy International, Inc.

THIS AGREEMENT is dated as of December 9, 2005 by and between Mogul Energy Ltd., a corporation organized and existing under the laws of the Province of British Columbia Canada (“Mogul”) and TransPacific Petroleum Corp., a corporation organized and existing under the laws of the Province of British Columbia, Canada (“TransPacific”).

A BINDING JOINT VENTURE AGREEMENT-EGYPT
Joint Venture Agreement • November 17th, 2006 • Mogul Energy International, Inc.

This Agreement made the 7th day of August, 2005 between: TransPacific Petroleum Corp., a Corporation organized and existing under the laws of the Province of British Columbia - Canada (hereinafter referred to as "TransPacific") and Mogul Energy Ltd., a Corporation organized and existing under the laws of the Province of British Columbia - Canada and any Associated Company that might join them at a later date (hereinafter referred to as “Mogul”).

EAST WADI ARABA CONCESSION - GULF OF SUEZ, EGYPT AMENDING AGREEMENT
Amending Agreement • November 17th, 2006 • Mogul Energy International, Inc. • Ontario

This Agreement made as of the 13th day of April, 2006 between DOVER INVESTMENTS LIMITED (“Dover”), TRANSPACIFIC PETROLEUM CORP. (“TransPacific”), MOGUL ENERGY LTD. (“Mogul”), DR. GHAREEB AWAD (“Awad”), MOGUL ENERGY INTERNATIONAL, INC. (“MEII”) and SEA DRAGON ENERGY INC. (“Sea Dragon”).

Mogul Energy International, Inc. Seattle, Washington
Business Combination Agreement • August 7th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas

Subject to and in accordance with the terms and conditions hereinafter contained, this letter agreement is intended to set forth the basic terms and conditions of a proposed business combination (the “Business Combination”) of Mogul Energy International, Inc. (“Mogul”) and Sea Dragon Energy, Inc. (“Sea Dragon”). This letter agreement is further intended to govern the parties’ conduct until such time as the parties determine to proceed with the Business Combination and execute a binding definitive agreement (the “Definitive Agreement”), or this letter agreement has been terminated in accordance with its terms. This letter agreement shall be superseded in its entirety by the Definitive Agreement.

ASSIGNMENT AGREEMENT-EAST WADI ARABA CONCESSION
Assignment Agreement • November 17th, 2006 • Mogul Energy International, Inc.

THIS AGREEMENT is dated as of December 9, 2005 by and between Mogul Energy Ltd., a corporation organized and existing under the laws of the Province of British Columbia Canada (“Mogul”) and TransPacific Petroleum Corp., a corporation organized and existing under the laws of the Province of British Columbia, Canada (“Transpacific”).

SETTLEMENT AGREEMENT
Settlement Agreement • February 6th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas

WHEREAS; Awad and TransPacific entered into agreements with MEII, and other parties, with regards to farming-out of the East Wadi Araba Concession-Gulf of Suez, Egypt (“EWA”), such agreements were dated, August 6 & 7, 2005, December 9, 2005, March 30, 2006 and April 13, 2006 (the “Agreements”).

THIS EXTENSION AGREEMENT made on September 9, 2009
Extension Agreement • October 2nd, 2009 • Mogul Energy International, Inc. • Crude petroleum & natural gas

The Company agreed pursuant to an agreement dated February 11, 2009 (the “Agreement”) to permit Mogul to subscribe for a 40% Members Percentage Interest in the Company. The Members Percentage Interest subscribed by Mogul was in consideration of the Capital Contribution by Mogul to the Company of US$2,300,000. Mogul, the Company and the Members of the Company hereby agree to an extension of time for the payment of the subscription payments. All parties to this agreement are agreeable to the granting of the requested extension and to adjusting the schedule of subscription payments. The parties hereto, in consideration of the mutual covenants set forth herein and other good and valuable considerations hereby acknowledge and agree to the following:

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 6th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas • New York

Subscription Agreement (“Agreement”) by and between _____________________ [an individual] [a ________________ corporation] (the “Subscriber”) and Mogul Energy International, Inc., a Delaware Corporation (the “Company”).

CONCESSION AGREEMENT FOR PETROLEUM EXPLORATION AND EXPLOITATION BETWEEN THE ARAB REPUBLIC OF EGYPT AND THE EGYPTIAN GENERAL PETROLEUM CORPORATION AND DOVER INVESTMENTS LIMITED IN
Concession Agreement for Petroleum Exploration and Exploitation • November 17th, 2006 • Mogul Energy International, Inc.

This Agreement made and entered on this day of , 2001, by and between the ARAB REPUBLIC OF EGYPT (hereinafter referred to variously as "A.R.E." or as the "GOVERNMENT"), the EGYPTIAN GENERAL PETROLEUM CORPORATION, a legal entity created by Law No. 167 of 1958 as amended (hereinafter referred to variously as "EGPC") and Dover Investments Limited , a company organized and existing under the laws of Ontario,Canda (hereinafter referred to variously as "DOVER" or as "CONTRACTOR").

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MOGUL ENERGY LTD. of Vancouver, in the Province of British Columbia (hereinafter called “MEL or Assignor”) and MOGUL ENERGY INTERNATIONAL, INC. of Seattle, in the State of Washington, U.S.A. (hereinafter called “MEII or Assignee”)
Assignment Agreement • February 6th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas

WHEREAS MEL does hold 25% of the mineral interests in lands as listed on the attached Schedule ‘A’, and MEL has agreed to assign unto MEII all of the interests in its right, title, estate and interest in, to and under the said leases.

Mogul Energy International, Inc. Enters into an Extension Agreement with Excelaron LLC.
Extension Agreement • October 16th, 2009 • Mogul Energy International, Inc. • Crude petroleum & natural gas

Seattle, WA October 7, 2009--On September 9, 2009, Mogul Energy International, Inc. (the “Registrant”) entered into an Extension Agreement (the “Extension Agreement”) with Excelaron LLC (“Excelaron”), a California limited liability company. The Extension Agreement extended the time for the Registrant to make the capital contribution that was the subject of the Agreement dated February 11, 2009 (the “Original Agreement”), between the Registrant and Excelaron. Under the Original Agreement, the Registrant is entitled to obtain a 40% Members Percentage Interest in Excelaron in exchange for a capital contribution of $2,300,000 (the “Capital Contribution”), to be used by Excelaron primarily for oil and gas exploration activities. The Extension Agreement sets a new schedule for payment of the Capital Contribution.

STAFFORD AREA PARTICIPATION AGREEMENT
Participation Agreement • April 15th, 2011 • Mogul Energy International, Inc. • Crude petroleum & natural gas • Texas

Waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver or any other provision of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Letterhead of The Otto Law Group]
Engagement Agreement • October 24th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas

This engagement agreement (“Agreement”) confirms the principal terms under which Mogul Energy International, Inc. (“Mogul Energy”) agrees to engage The Otto Law Group, PLLC (“Otto Law”). Under this Agreement, Otto Law will assist Mogul Energy with various matters including, without limitation, the following:

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 6th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas • New York

Subscription Agreement (“Agreement”) by and between [an individual] [a ________________ corporation] (the “Subscriber”) and Mogul Energy International, Inc., a Delaware Corporation (the “Company”).

STOCK OPTION AGREEMENT UNDER THE MOGUL ENERGY INTERNATIONAL, INC. (Nonqualified Stock Option)
Stock Option Agreement • August 10th, 2007 • Mogul Energy International, Inc. • Crude petroleum & natural gas • Washington

You have been granted a nonqualified stock option (your “Option”) under the Mogul Energy International, Inc. Stock Incentive Plan (the “Plan”), a copy of which Plan is attached. The key terms of your Option are as follows:

Form of Flow- Through Subsrciption Agreement ($0.18) Mogul Energy International, Inc.
Flow-Through Subscription Agreement • February 15th, 2008 • Mogul Energy International, Inc. • Crude petroleum & natural gas • Delaware

This Subscription Agreement is made by and between _____________________________________________________________________________, the undersigned subscriber (the “Subscriber”) and Mogul Energy International, Inc., a Delaware Corporation (the “Company”).

A Binding Agreement
Option Agreement • November 17th, 2006 • Mogul Energy International, Inc. • Alberta

Mogul Energy Ltd. (“Mogul”), a company incorporated and existing under the laws of the Province of British Columbia-Canada and TransPacific Petroleum Corp. (“TransPacific”), a company incorporated and existing under the laws of the Province of British Columbia-Canada, hereby acknowledge and agree to the following:

AGREEMENT OF PURCHASE AND SALE
Purchase and Sale Agreement • April 30th, 2008 • Mogul Energy International, Inc. • Crude petroleum & natural gas

MOGUL ENERGY INTERNATIONAL, INC. a body corporate, incorporated pursuant to the laws of the State of Delaware (hereinafter referred to as the "Vendor")

AMENDMENT TO BINDING FARM-OUT AGREEMENT EAST WADI ARABA CONCESSION - EGYPT
Binding Farm-Out Agreement • November 17th, 2006 • Mogul Energy International, Inc. • Alberta

WHEREAS Dover Investments Limited (“Dover”), TransPacific Petroleum Corp. (“TransPacific”), Mogul Energy Ltd. (“Mogul”) and Ghareeb Awad (“Awad”) entered into a binding farm-out agreement dated as of August 6, 2005 (the “Dover Farm-Out Agreement”);

CONSULTANT AGREEMENT
Consultant Agreement • April 18th, 2008 • Mogul Energy International, Inc. • Crude petroleum & natural gas • Washington

THIS AGREEMENT is made and entered into between DIARMUID P. HERON (“Consultant”) and MOGUL ENERGY INTERNATIONAL, INC. (“Company”) (Consultant and Company are referred to interchangeably and collectively herein as “Party” and the “Parties”), and is effective as of March 12, 2008 (“Effective Date”).

THIS AGREEMENT made on February 12, 2009
Membership Interest Agreement • February 19th, 2009 • Mogul Energy International, Inc. • Crude petroleum & natural gas • California

The Company has agreed to permit Mogul to subscribe for a 40% Members Percentage Interest in the Company in consideration of the Capital Contribution by Mogul to the Company of US$2,300,000 (which monies the Company shall use to acquire and develop the Californian Leases (defined below) for the benefit of all Members and to repay the shareholder loan in accordance with clause 6) on and subject to the following terms and conditions.

TRANSPACIFIC PETROLEUM LTD. of Richmond, in the Province of British Columbia (hereinafter called “the Assignor”) and MOGUL ENERGY LTD. of Vancouver, in the Province of British Columbia and MOGUL ENERGY INTERNATIONAL, INC. of Seattle, in the State of...
Assignment Agreement • November 17th, 2006 • Mogul Energy International, Inc.

WHEREAS the Assignor did lease mineral interests in lands as listed on the attached Schedule ‘A’ (Leases), and the Assignor has agreed to assign unto the Assignee a portion of the interests in its right, title, estate and interest in, to and under the said Leases.

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