REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2011 • Imperial Petroleum Inc • Drilling oil & gas wells
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 15, 2011, between Imperial Petroleum, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT IMPERIAL PETROLEUM, INC.Security Agreement • September 22nd, 2011 • Imperial Petroleum Inc • Drilling oil & gas wells
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (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 Imperial Petroleum, Inc., a Nevada corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
JOINT VENTURE AGREEMENT FOR THE RECOVERY OF DIAMONDSJoint Venture Agreement • February 9th, 1999 • Imperial Petroleum Inc • Drilling oil & gas wells • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 22nd, 2011 • Imperial Petroleum Inc • Drilling oil & gas wells • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2011, between Imperial Petroleum, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2007 • Imperial Petroleum Inc • Drilling oil & gas wells • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 1, 2007, among Imperial Petroleum, Inc.., a Nevada corporation (the “Company”), and Apollo Resources International, Inc. ( the “Security Holder”)
PURCHASE AND SALE AGREEMENT between APOLLO RESOURCES INTERNATIONAL, INC. MOUNTAIN STATES PETROLEUM COMPANY AND BC&D OIL AND GAS CORPORATION (Sellers) and IMPERIAL PETROLEUM, INC. (Buyer)Purchase and Sale Agreement • June 22nd, 2007 • Imperial Petroleum Inc • Drilling oil & gas wells • Texas
This Agreement (“Agreement”) dated June 19, 2007, is between Apollo Resources International, Inc., a Utah corporation, Mountain States Petroleum Company, a New Mexico corporation and BC&D Oil and Gas Corporation, a New Mexico corporation (herein collectively called “Seller”) and Imperial Petroleum, Inc. a Nevada corporation (herein called “Buyer”).
PURCHASE AND SALES AGREEMENTPurchase and Sales Agreement • September 13th, 2010 • Imperial Petroleum Inc • Drilling oil & gas wells • Kentucky
THIS AGREEMENT, entered into by and between Imperial Petroleum Inc., hereinafter designated and referred to as “Operator,” and the signatory party or parties other than Operator, sometimes hereinafter referred to individually as “Non-Operator,” and collectively as “Non-Operators.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 16th, 2012 • Imperial Petroleum Inc • Drilling oil & gas wells • Nevada
THIS ASSET PURCHASE AGREEMENT (the “Agreement”), is entered into as of this 31st day of January 2012, by and between Imperial Petroleum, Inc. (“Imperial or Seller”) a Nevada corporation having its principal place of business located at 710 Norfleet Drive, Middletown, IN 47356 as SELLER and Eleven Energy Corporation, (“Eleven or Buyer”), a Florida corporation located at 2202 North West Shore Blvd. Suite 200 Tampa, Florida 33607 as BUYER.
WITNESSETHGold Dore Certificate Rental Agreement • February 9th, 1999 • Imperial Petroleum Inc • Drilling oil & gas wells • Nevada
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT between APOLLO RESOURCES INTERNATIONAL, INC. MOUNTAIN STATES PETROLEUM COMPANY AND BC&D OIL AND GAS CORPORATION (Sellers) and IMPERIAL PETROLEUM, INC. (Buyer)Purchase and Sale Agreement • August 7th, 2007 • Imperial Petroleum Inc • Drilling oil & gas wells • Texas
This First Amendment to Purchase and Sale Agreement (“Agreement”) dated August 3, 2007, is between Apollo Resources International, Inc., a Utah corporation, Mountain States Petroleum Company, a New Mexico corporation and BC&D Oil and Gas Corporation, a New Mexico corporation (herein collectively called “Seller”) and Imperial Petroleum, Inc. a Nevada corporation (herein called “Buyer”).
AMENDMENT NUMBER ONE TO SETTLEMENT AGREEMENTSettlement Agreement • May 6th, 2009 • Imperial Petroleum Inc • Drilling oil & gas wells • New York
This Amendment Number One to Settlement Agreement (this “Amendment”) is made as of the 1st of May, 2009, by and among IMPERIAL PETROLEUM, INC., a Nevada corporation (the “Borrower”), the Lenders (as defined below) party hereto, D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership, formerly known as Highbridge/Zwirn Special Opportunities Fund, L.P. (“DBZ”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and DBZ, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent”; and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • June 9th, 2009 • Imperial Petroleum Inc • Drilling oil & gas wells • Nevada
THIS STOCK SUBSCRIPTION AGREEMENT is entered into this 4th day of June, 2009 by and between Novus Acquisition and Development Corp. (“Subscriber”), a Nevada corporation whose principal address is 8261 SW 142 Street, Miami, FL 33158, and Imperial Petroleum, Inc., a Nevada corporation (the “Company”) located at PO Box 1006, Evansville, IN 47708.
JOINT VENTURE AGREEMENTJoint Venture Agreement • April 18th, 2012 • Imperial Petroleum Inc • Industrial organic chemicals • Indiana
THIS JOINT VENTURE AGREEMENT (the “Agreement”), dated as of the 6th day of April, 2012, by and between Arrakis Oil Recovery, LLC., a Delaware limited liability corporation (“ARRAKIS”), Phoenix Metals, Inc. dba Imperial Chemical Company, a Texas corporation (“ICC”) and Peak Concepts, LLC, an Indiana limited liability corporation acting herein on behalf of an entity to-be-formed as described in Paragraph 1.01(b) below (“PEAK”). (ARRAKIS AND PEAK are sometimes collectively referred herein as “Joint Venture Partners”).
SETTLEMENT] AGREEMENTSettlement Agreement • May 6th, 2009 • Imperial Petroleum Inc • Drilling oil & gas wells • New York
This [Settlement] Agreement (this “Agreement”) is made as of the 30th of April, 2009, by and among IMPERIAL PETROLEUM, INC., a Nevada corporation (the “Borrower”), the Lenders (as defined below) party hereto, D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership, formerly known as Highbridge/Zwirn Special Opportunities Fund, L.P. (“DBZ”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and DBZ, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent”; and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”), and
PO BOX 1006 EVANSVILLE, IN 47706Stock Purchase Agreement • March 29th, 2010 • Imperial Petroleum Inc • Drilling oil & gas wells
In connection with that certain Stock Purchase Agreement dated February 24, 2010 by and between e-biofuels, LLC, the e-biofuels Shareholders and Imperial Petroleum, Inc., this letter when executed by you will constitute an amendment to the terms of that Agreement as provided below:
WAIVER AGREEMENT AND AMENDMENT NUMBER FOUR TO CONSOLIDATED AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 22nd, 2006 • Imperial Petroleum Inc • Drilling oil & gas wells • New York
This Waiver Agreement and Amendment Number Four to Consolidated Amended and Restated Credit Agreement (this “Agreement”) is made as of the of , 2006, by and among IMPERIAL PETROLEUM, INC., a Nevada corporation (the “Borrower”), the Subsidiaries of Borrower identified on the signature pages hereof, the lenders identified on the signature pages hereof (the “Lenders”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership, formerly known as Highbridge/Zwirn Special Opportunities Fund, L.P. (“DBZ”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and DBZ, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
FORBEARANCE AGREEMENTForbearance Agreement • November 17th, 2008 • Imperial Petroleum Inc • Drilling oil & gas wells • New York
This Forbearance Agreement (this “Agreement”) is made as of the 13th of November, 2008, by and among IMPERIAL PETROLEUM, INC., a Nevada corporation (the “Borrower”), the lenders party hereto (each a “Lender” and collectively, the “Lenders”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership, formerly known as Highbridge/Zwirn Special Opportunities Fund, L.P. (“DBZ”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and DBZ, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent”; and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 22nd, 2011 • Imperial Petroleum Inc • Drilling oil & gas wells • Indiana
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) is dated as of February , 2011 (the “Third Amendment Effective Date”) between FIRST MERCHANTS BANK, NATIONAL ASSOCIATION (“Bank”), E-BIOFUELS, LLC (“Borrower”), and IMPERIAL PETROLEUM, INC., CRAIG D. DUCEY, CHAD D. DUCEY, BRIAN CARMICHAEL, and R. BRUCE CARMICHAEL (collectively, the “Guarantors”).
October 10, 2008 Imperial Petroleum, Inc. 11600 German Pines Evansville, IN 47725 Attention: Jeffrey T. Wilson, PresidentCredit Agreement • October 15th, 2008 • Imperial Petroleum Inc • Drilling oil & gas wells
Re: Credit Agreement dated as of April 13, 2007, as amended by that certain Forbearance Agreement and Amendment Number One to Credit Agreement (the “First Amendment”) dated as of March 24, 2008, by and among IMPERIAL PETROLEUM, INC., a Nevada corporation (the “Borrower”) the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership (“DBZ”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), DBZ, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent”; and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”) (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meani
CREDIT AGREEMENT Dated as of April 13, 2007 by and among IMPERIAL PETROLEUM, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., as Collateral Agent and Administrative Agent,Credit Agreement • June 13th, 2007 • Imperial Petroleum Inc • Drilling oil & gas wells • New York
This Credit Agreement (this “Agreement”), dated as of April 13, 2007, by and among IMPERIAL PETROLEUM, INC., a Nevada corporation (the “Borrower”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership, formerly known as Highbridge/Zwirn Special Opportunities Fund, L.P. (“DBZ”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), DBZ, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent”; and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
FORBEARANCE AGREEMENT AND AMENDMENT NUMBER ONE TO CREDIT AGREEMENTForbearance Agreement and Amendment Number One to Credit Agreement • April 16th, 2008 • Imperial Petroleum Inc • Drilling oil & gas wells • New York
This Forbearance Agreement and Amendment Number One to Credit Agreement (this “Agreement”) is made as of the 24th of March, 2008, by and among IMPERIAL PETROLEUM, INC., a Nevada corporation (the “Borrower”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership, formerly known as Highbridge/Zwirn Special Opportunities Fund, L.P. (“DBZ”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and DBZ, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent”; and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
AGREEMENT BETWEEN IMPERIAL PETROLEUM, INC., a Nevada corporation AND CLEAN SANDS INTERNATIONAL, INC., a Tennessee corporation DATED AS OF JANUARY 1, 2011Exclusive Technology License Agreement • February 3rd, 2011 • Imperial Petroleum Inc • Drilling oil & gas wells • Tennessee
THIS AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of January 2011 by and between IMPERIAL PETROLEUM, INC., a Nevada corporation, having its principal place of business at P.O. Box 1006, Evansville, Indiana 47706 (“Imperial”), and CLEAN SANDS INTERNATIONAL, INC., a Tennessee corporation, having its principal place of business at 511 Union Street, Suite 1600, Nashville, Tennessee 37219 (“Clean Sands”). (Imperial and Clean Sands are collectively referred to herein as the “Parties”). Proven Engineering & Technologies, LLC (“Proven”) joins this Agreement solely for the purposes set forth herein.
PURCHASE AND SALES AGREEMENTPurchase and Sales Agreement • April 18th, 2007 • Imperial Petroleum Inc • Drilling oil & gas wells • Texas
THIS PURCHASE AND SALES AGREEMENT (the “Agreement”), is entered into as of this day of December 2006, by and between Caltex Energy Company (“collectively referred herein as Caltex or Seller”) a Texas General Partnership having its principal place of business located at PO Box 8, Luling, TX 78648 and Imperial Petroleum, Inc., (“Imperial or Buyer”), a Nevada corporation located at 329 Main Street, Suite 801, Evansville, IN 47708.
AMENDMENT NUMBER ONE TO STOCK SUBSCRIPTION AGREEMENT AND CONVERTIBLE PROMISSORY NOTE SUBSCRIPTION AGREEMENTStock Subscription Agreement and Convertible Promissory Note Subscription Agreement • June 9th, 2009 • Imperial Petroleum Inc • Drilling oil & gas wells • Nevada
THIS AMENDMENT NUMBER ONE TO STOCK SUBSCRIPTION AGREEMENT AND CONVERTIBLE PROMISSORY NOTE SUBSCRIPTION AGREEMENT (“Amendment”) is entered into this 8th day of June, 2009 by and between Novus Acquisition and Development Corp. (“Subscriber”), a Nevada corporation whose principal address is 8261 SW 142 Street, Miami, FL 33158, and Imperial Petroleum, Inc., a Nevada corporation (the “Company”) located at PO Box 1006, Evansville, IN 47708.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 26th, 2010 • Imperial Petroleum Inc • Drilling oil & gas wells • Indiana
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), is entered into as of this 24th day of February 2010, by and between Imperial Petroleum, Inc. (“Imperial” or Buyer”) a Nevada corporation having its principal place of business located at 329 Main Street, Suite 801, Evansville, IN 47708 and e-biofuels, LLC (“e-biofuels”) an Indiana limited liability corporation located at 710 Norfleet Drive, Middletown, IN 47356 and the e-biofuels Shareholders (“e-biofuels Shareholders”), as identified on Exhibit “A” attached hereto and made a part hereof. (The e-biofuels shareholders and e-biofuels are collectively referred herein as “Seller” or “Sellers”.) Buyer and Seller(s) are sometimes collectively referred to herein as the “Parties” and individually as the “Party.”
ContractPlacement Agent Agreement • September 22nd, 2011 • Imperial Petroleum Inc • Drilling oil & gas wells • New York
AMENDMENT NUMBER ONE TO FORBEARANCE AGREEMENTForbearance Agreement • December 23rd, 2008 • Imperial Petroleum Inc • Drilling oil & gas wells • New York
This Amendment Number One to Forbearance Agreement (this “Amendment”) is made as of the 19th of December, 2008, by and among IMPERIAL PETROLEUM, INC., a Nevada corporation (the “Borrower”), the Lenders (as defined below) party hereto, D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership, formerly known as Highbridge/Zwirn Special Opportunities Fund, L.P. (“DBZ”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and DBZ, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent”; and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
CONVERTIBLE PROMISSORY NOTE SUBSCRIPTION AGREEMENTConvertible Promissory Note Subscription Agreement • June 9th, 2009 • Imperial Petroleum Inc • Drilling oil & gas wells • Nevada
THIS CONVERTIBLE PROMISSORY NOTE SUBSCRIPTION AGREEMENT (“Agreement”) is entered into this 4th day of June, 2009 by and between Novus Acquisition and Development Corp. (“Subscriber”), a Nevada corporation whose principal address is 8261 SW 142 Street, Miami, FL 33158, and Imperial Petroleum, Inc., a Nevada corporation (the “Company”) located at PO Box 1006, Evansville, IN 47708.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 4th, 2010 • Imperial Petroleum Inc • Drilling oil & gas wells • Indiana
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is dated as of September 30, 2010 (the “Second Amendment Effective Date”) between FIRST MERCHANTS BANK, NATIONAL ASSOCIATION (“Bank”), E-BIOFUELS, LLC (“Borrower”), and IMPERIAL PETROLEUM, INC., CRAIG D. DUCEY, CHAD D. DUCEY, BRIAN CARMICHAEL, and R. BRUCE CARMICHAEL (collectively, the “Guarantors”).
