FORM OF NOTE EXTENSION AGREEMENTNote Extension Agreement • January 15th, 2013 • Circle Star Energy Corp. • Crude petroleum & natural gas • Nevada
THIS NOTE EXTENSION AGREEMENT (the “Agreement”) is made and entered into on this ______ day of _______________ 2012 (the “Effective Date”) by and between Circle Star Energy Corp., a Nevada corporation (“Circle Star”), and ________________ (the “February Noteholder”).
CIRCLE STAR ENERGY CORP. DEBT CONVERSION AGREEMENTDebt Conversion Agreement • August 30th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas
This Debt Conversion Agreement (this “Agreement”) is entered into effective as of this 24th day of August 2012, by and between Circle Star Energy Corp., a Nevada corporation (the “Company”), Allen Gilmer (“Debtholder”) and G. Jonathan Pina.
INSTALLMENT PAYMENT AGREEMENTInstallment Payment Agreement • June 21st, 2011 • Digital Valleys Corp • Services-prepackaged software • Texas
Pimuro Capital Partners, LLC, a Texas limited liability company (“Pimuro” and together with the Buyer and the Seller, the “Parties”)
AMENDING AGREEMENTAmending Agreement • March 6th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas
THIS AMENDING AGREEMENT (the “Amending Agreement”), is made and entered into on February 29, 2012 (the “Effective Date”), by and between Circle Star Energy Corp., a Nevada corporation with a principal business address of 919 Milam Street, Suite 2300, Houston, Texas, 77002 (the “Company”) and S. Jeffrey Johnson, a resident of Texas (the “Executive”).
CONTRIBUTION AGREEMENTContribution Agreement • July 12th, 2011 • Circle Star Energy Corp. • Services-prepackaged software • Texas
This CONTRIBUTION AGREEMENT (this "Agreement") is entered into effective as of July 7, 2011, by and between Felipe A. Pati (the "Shareholder"), and Circle Star Energy Corp., a Nevada corporation (the "Company”).
FIRST AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AND SECURITY AGREEMENTMembership Interest Pledge and Security Agreement • March 16th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas • Texas
THIS FIRST AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is entered into as of February 8, 2012 (the “Amendment Effective Date”), by and among Circle Star Energy Corp., a Nevada corporation formerly named Digital Valleys Corp. (“Circle Star”), and James H. Edsel, Nancy Edsel, and James Edsel, Jr. (collectively, the “Edsels”). Circle Star and the Edsels are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 14th, 2011 • Circle Star Energy Corp. • Services-prepackaged software • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”), is made and entered into effective as of October 1, 2011 (the “Effective Date”), by and between Circle Star Energy Corp., a Nevada corporation with a principal business address of 919 Milam Street, Suite 2300, Houston, Texas, 77002 (the “Company”), and S. Jeffrey Johnson, a resident of Texas (the “Executive”).
AMENDING AGREEMENTExecutive Employment Agreement • December 23rd, 2011 • Circle Star Energy Corp. • Services-prepackaged software
THIS AMENDING AGREEMENT (the “Amending Agreement”), is made and entered into on December 21, 2011 with an effective date of July 11, 2011 (the “Effective Date”), by and between Circle Star Energy Corp., a Nevada corporation with a principal business address of 919 Milam Street, Suite 2300, Houston, Texas, 77002 (the “Company”) and G. Jonathan Pina (the “Executive”).
ASSIGNMENT AND NOVATION AGREEMENT DATED AS OF MAY 31, 2011 BY AND AMONG DIGITAL VALLEYS CORP. (THE “BUYER”) AND HIGH PLAINS OIL, LLC (THE “SELLER”) AND JHE HOLDINGS, LLC (THE “COMPANY”) AND JAMES H. EDSEL, NANCY EDSEL, AND JAMES EDSEL, JR....Assignment and Novation Agreement • June 21st, 2011 • Digital Valleys Corp • Services-prepackaged software • Texas
INTER-CREDITOR AGREEMENT made as of February 8, 2012 Among CIRCLE STAR ENERGY CORP. as issuer and THE HOLDERS OF 10% CONVERTIBLE NOTES, DUE FEBRUARY 8, 2013 Relating to the issuance of 10% Convertible Notes, due February 8, 2013Inter-Creditor Agreement • March 16th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas • Nevada
Page SECTION 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Meaning of “outstanding” for Certain Purposes 5 1.3 Interpretation Not Affected by Headings 6 1.4 Extended Meanings 6 1.5 Day Not a Business Day 6 1.6 Currency 6 1.7 Statutes 7 1.8 Invalidity of Provisions 7 1.9 Applicable Law 7 SECTION 2 THE NOTES 7 2.1 Designation and Issuance of Notes 7 2.2 Description of the Notes 7 2.3 Form of Notes 7 2.4 Notes to Rank Pari Passu 7 2.5 Interest 8 2.6 Option of Holder as to Place of Payment 8 2.7 Surrender for Cancellation 8 2.8 Right to Receive Agreement 8 SECTION 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP OF NOTES 8 3.1 Registers 8 3.2 Ownership and Entitlement to Payment 9 3.3 Restrictions on Transfer of Notes Under U.S. Securities Law 9 SECTION 4 WITHHOLDING TAXES 9 SECTION 5 COVENANTS OF THE CORPORATION 9 5.1 Grant of Security Interest 9 5.2 Restrictive Covenants in respect of the Corporation and JHE 10 5.3 Grant of Kansas Royalty Interest 10 SECTION 6 MEETINGS OF NOTEHOLDERS 10 6.1 R
MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF DECEMBER 30, 2011 BY AND BETWEEN COLONIAL ROYALTIES, LLC (THE “BUYER”) AND CIRCLE STAR ENERGY CORP. (THE “SELLER”) RELATED TO ALL OF THE MEMBERSHIP INTERESTS OF JHE HOLDINGS, LLC (THE “COMPANY”)Membership Interest Purchase Agreement • January 5th, 2012 • Circle Star Energy Corp. • Services-prepackaged software • Texas
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into as of January 1, 2012 (the “Effective Date”), by and between Colonial Royalties, LLC, a Texas limited liability company (the “Buyer”), Circle Star Energy Corp., a Nevada corporation, and its assignees (the “Seller”). The Buyer and the Seller are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • August 16th, 2011 • Circle Star Energy Corp. • Services-prepackaged software • British Columbia
SECOND AMENDMENT TO LEASEHOLD PURCHASE AGREEMENTLeasehold Purchase Agreement • June 19th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas
This Second Amendment to Leasehold Purchase Agreement (the “Second Amendment”) is entered into on this 12th day of June, 2012, by and between CIRCLE STAR ENERGY CORP., a Nevada corporation (the “Purchaser”) and WEVCO PRODUCTION, INC., an Ohio corporation (the “Seller”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF MAY 31, 2011 BY AND BETWEEN DIGITAL VALLEYS CORP. (THE “BUYER”) AND HIGH PLAINS OIL, LLC (THE “SELLER”) RELATED TO ALL OF THE MEMBERSHIP INTERESTS OF JHE HOLDINGS, LLC (THE “COMPANY”)Membership Interest Purchase Agreement • June 21st, 2011 • Digital Valleys Corp • Services-prepackaged software • Texas
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into effective as of this 31st day of May, 2011 (the “Effective Date”), by and between Digital Valleys Corp., a Nevada corporation (the “Buyer”), High Plains Oil, LLC, a Nevada limited liability company (the “Seller”), and JHE Holdings, LLC, a Texas limited liability company (the “Company”). The Buyer, the Seller and the Company are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO ASSIGNMENT AND NOVATION AGREEMENTAssignment and Novation Agreement • March 16th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas • Texas
THIS FIRST AMENDMENT TO ASSIGNMENT AND NOVATION AGREEMENT (this “Amendment”) is entered into as of February 8, 2012 (the “Amendment Effective Date”), by and among Circle Star Energy Corp., a Nevada corporation formerly named Digital Valleys Corp. (“Circle Star”), High Plains Oil, LLC, a Nevada limited liability company (“High Plains”), JHE Holdings, LLC, a Texas limited liability company (“JHE”), and James H. Edsel, Nancy Edsel, and James Edsel, Jr. (collectively, the “Edsels”). Circle Star, High Plains, JHE, and the Edsels are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 13th, 2011 • Circle Star Energy Corp. • Services-prepackaged software • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”), is made and entered into effective as of July 11, 2011 (the “Effective Date”), by and between Circle Star Energy Corp. (formerly known as Digital Valleys Corp.), a Nevada corporation with a principal business address of 1100 Dexter Ave. North, Suite 100, Seattle, Washington 98109 (the “Company”) and G. Jonathan Pina (the “Executive”).
SETTLEMENT AGREEMENT DATED FEBRUARY 28, 2014 BY AND BETWEEN MEDIAPARK A.G., SOLOMAN AG, AND CIRCLE STAR ENERGY CORP.Settlement Agreement • March 4th, 2014 • Circle Star Energy Corp. • Crude petroleum & natural gas • Nevada
This Settlement Agreement (hereinafter the "Agreement") is entered into this 28th day of February 2014, by and between Mediapark A.G., an entity formed under the laws of Republic of the Marshall Islands and qualified to do business in the State of Nevada (“Mediapark”) and Soloman AG, an entity formed under the laws of the Republic of the Marshall Islands and qualified to do business in the State of Nevada (“Soloman,” with Mediapark and Soloman collectively hereinafter referred to as “Plaintiffs”) and Circle Star Energy Corp., a Nevada corporation (“Defendant”). Plaintiffs and Defendant are collectively referred to as the “Parties” or each generically as “Party” throughout this Agreement.
ADDENDUM TO MARCH 2012 CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT made as of March 14, 2012 Among CIRCLE STAR ENERGY CORP. as issuer and THE HOLDER OF 10% CONVERTIBLE NOTES, DUE MARCH 14, 2013 and Relating to the issuance of 10% Convertible Notes, due...Convertible Note Subscription Agreement • March 16th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas • Nevada
NOW THEREFORE THIS ADDENDUM TO MARCH 2012 CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT is hereby covenanted, agreed and declared as follows.
AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AND SECURITY AGREEMENTMembership Interest Pledge and Security Agreement • June 21st, 2011 • Digital Valleys Corp • Services-prepackaged software • Texas
THIS AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is dated as of this 31st day of May, 2011 (the “Effective Date”), by and among Digital Valleys Corp., a Nevada corporation (with its successors and permitted assigns, “Pledgor”), and James H. Edsel, Nancy Edsel, and James Edsel, Jr. (collectively with their successors and permitted assigns and designees, “Secured Party”), and is given by Pledgor in favor of Secured Party pursuant to the Assignment and Novation Agreement, dated as of May 31st, 2011 (the “Novation Agreement”), by and among Secured Party, Pledgor and High Plains Oil, LLC, a Nevada limited liability company (“High Plains”). Secured Party, Pledgor, and High Plains are collectively referred to herein as the “Parties.”
LEASEHOLD PURCHASE AGREEMENTLeasehold Purchase Agreement • March 16th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas • Ohio
ContractPrivate Placement Subscription Agreement • June 21st, 2011 • Digital Valleys Corp • Services-prepackaged software • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT").
