SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 2020 • Tellurian Inc. /De/ • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 22, 2020, between Tellurian Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PALM VALLEY OPERATING AGREEMENTOperating Agreement • September 22nd, 1999 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • Northern Territory
INDEMNIFICATION AGREEMENT THIS AGREEMENT is made on this ____ day of ____________, ____ between Magellan Petroleum Corporation, a Delaware corporation ("Corporation") and _______________ ("Agent"). W I T N E S S E T H: WHEREAS, Agent is a director...Indemnification Agreement • September 22nd, 1999 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • Delaware
MAGELLAN PETROLEUM CORPORATION EMPLOYMENT AGREEMENT Employment Agreement dated as of January 1, 2003 by and between Magellan Petroleum Corporation, a Delaware corporation (the "Company") and James R. Joyce, an individual residing in Madison,...Employment Agreement • February 13th, 2003 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas
Exhibit 10.1 ------------ EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT made as of March 1, 2004, by and between MAGELLAN PETROLEUM CORPORATION, a Delaware corporation (hereinafter called the "Company"), having its principal place of business in the...Employment Agreement • May 13th, 2004 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas
par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 24th, 2014 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • New York
Magellan Petroleum Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Annexure A Registration Rights AgreementRegistration Rights Agreement • September 26th, 2003 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2022 • Tellurian Inc. /De/ • Crude petroleum & natural gas • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2022, is by and among Tellurian Inc., a Delaware corporation with offices located at 1201 Louisiana Street, Suite 3100, Houston, Texas 77002 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (each individually, a “Buyer” and collectively, the “Buyers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 22nd, 2020 • Tellurian Inc. /De/ • Crude petroleum & natural gas • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2024 • Tellurian Inc. /De/ • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (this “Agreement”), dated as of ___________________, is by and between Tellurian Inc., a Delaware corporation (the “Company”), and ______________________________________ (“Indemnitee”).
TELLURIAN INC. Warrant To Purchase Common StockWarrant Agreement • November 2nd, 2023 • Tellurian Inc. /De/ • Crude petroleum & natural gas • New York
Tellurian Inc., a corporation organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _______________, the registered holder hereof or its permitted and registered assigns (the “Holder”), is entitled, subject to the terms, conditions and adjustments set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date that is six months following the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), twenty million (20,000,000) duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrant
OIL INVESTMENTS, INC.Joint Operating Agreement • September 22nd, 1999 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas
MAGELLAN PETROLEUM CORPORATION EMPLOYMENT AGREEMENT Employment Agreement dated as of January 1, 2000 by and between Magellan Petroleum Corporation, a Delaware corporation (the "Company") and James R. Joyce, an individual residing in Madison,...Employment Agreement • September 27th, 2001 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • Connecticut
EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2014 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of the 31st day of October, 2014 (the “Effective Date”), by and between MAGELLAN PETROLEUM CORPORATION, a Delaware corporation (“Magellan” or the “Company”), and Matthew R. Ciardiello, an individual residing at 3421 W. Dartmouth Ave., Denver, Colorado 80236 (the “Executive”). Each of the Company and the Executive are individually referred to herein as a “Party” and collectively as the “Parties.”
12,000,000 Shares TELLURIAN INC. Common Stock $0.01 Par Value per Share UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2018 • Tellurian Inc. /De/ • Crude petroleum & natural gas • New York
Agreement and plan of merger by and among Woodside Energy Holdings (NA) LLC, TELLURIAN INC., and Woodside Energy (Transitory) Inc. Dated as of July 21, 2024Merger Agreement • July 22nd, 2024 • Tellurian Inc. /De/ • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 21, 2024, is by and among Woodside Energy Holdings (NA) LLC, a Delaware limited liability company (“Parent”), Tellurian Inc., a Delaware corporation (the “Company”), and Woodside Energy (Transitory) Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and, together with Parent and the Company, the “Parties” and each, a “Party”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.17 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 16th, 2011 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (this “Agreement”) is made as of the 2nd_day of October, 2011 (the “Effective Date”), by and between Magellan Petroleum Corporation, a Delaware corporation (the “Company”), and J. Thomas Wilson, an individual residing at 55 W. 12th Ave., Unit 409, Denver 80204 (the “Indemnitee”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE TELLURIAN INC. AMENDED AND RESTATED 2016 OMNIBUS INCENTIVE COMPENSATION PLANRestricted Stock Agreement • August 7th, 2019 • Tellurian Inc. /De/ • Crude petroleum & natural gas • Delaware
This RESTRICTED STOCK AGREEMENT (“Agreement”) is effective as of [___] (the “Grant Date”), between Tellurian Inc., a Delaware corporation (the “Company”), and [INSERT NAME] (the “Participant”).
PRE-EMPTIVE RIGHTS AGREEMENTPre-Emptive Rights Agreement • May 10th, 2017 • Tellurian Inc. /De/ • Crude petroleum & natural gas • Delaware
This Pre-emptive Rights Agreement (this “Agreement”) is entered into as of May 10, 2017 (the “Effective Date”), by and between Tellurian Inc., a Delaware corporation (“Tellurian” or the “Company”) formerly known as Magellan Petroleum Corporation (“Magellan”), and Total Delaware, Inc., a Delaware corporation (“Total” or the “Purchaser”).
TELLURIAN INC. Common Stock $0.01 Par Value DISTRIBUTION AGENCY AGREEMENTDistribution Agreement • March 18th, 2024 • Tellurian Inc. /De/ • Crude petroleum & natural gas • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 28th, 2020 • Tellurian Inc. /De/ • Crude petroleum & natural gas • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 28, 2020, is by and among Tellurian Inc., a Delaware corporation with offices located at 1201 Louisiana Street, Suite 3100, Houston, Texas 77002 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
LNG SALE AND PURCHASE AGREEMENT 2 by and between DRIFTWOOD LNG LLC (Seller) and SHELL NA LNG LLC (Buyer) dated as of July 29, 2021LNG Sale and Purchase Agreement • July 29th, 2021 • Tellurian Inc. /De/ • Crude petroleum & natural gas • New York
THIS LNG SALE AND PURCHASE AGREEMENT 2 (“Agreement”) is made and entered into as of July 29, 2021 (the “Effective Date”), by and between Driftwood LNG LLC, a limited liability company incorporated under the laws of Delaware whose principal place of business is located at 1201 Louisiana Street, Suite 3100, Houston, TX 77002 (USA) (“Seller”), and Shell NA LNG LLC, a limited liability company incorporated under the laws of Delaware whose principal place of business is located at 1000 Main St., Level 12, Houston, TX 77002 (“Buyer”). Buyer and Seller are each referred to herein as a “Party” and collectively as the “Parties”.
CHANGE ORDER FORM (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section 6.1B or 6.2C)Change Order • August 8th, 2018 • Tellurian Inc. /De/ • Crude petroleum & natural gas
The Parties agree Section 8.1.B of the Agreement is modified as follows only to the extent it applies to the portion of materials and equipment originating in Italy under Purchase Orders for Mixed Refrigerant Compressors and Feed Gas Expander-Compressors between Contractor and GE Oil and Gas, LLC:
ANDModification to Agreement • September 22nd, 1999 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas
EXECUTION VERSION 3918297.1 June 30, 2015 AMENDED AND RESTATED UNLIMITED GUARANTY “Lender”: West Texas State Bank 1501 W. University Odessa, Texas 79764 “Borrower”: Nautilus Poplar LLC 1775 Sherman Street, Suite 1950 Denver, Colorado 80203...Unlimited Guaranty • October 13th, 2015 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • Texas
EXCHANGE AGREEMENT by and between MAGELLAN PETROLEUM CORPORATION and ONE STONE HOLDINGS II LP dated as of March 31, 2016Exchange Agreement • April 13th, 2016 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • Delaware
This EXCHANGE AGREEMENT, dated as of March 31, 2016 (this “Agreement”), is by and between Magellan Petroleum Corporation, a Delaware corporation (“Magellan”), and One Stone Holdings II LP, a Delaware limited partnership (“One Stone”). Magellan and One Stone are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Certain terms used in this Agreement are defined in Annex 1.
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2016 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 15, 2016 (the “Commencement Date”), by and between Parallax Services LLC, a Delaware limited liability company (the “Employer”), and Mark Evans (the “Employee” and, together with the Employer, the “Parties”).
TELLURIAN INC. RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TELLURIAN INC. AMENDED AND RESTATED 2016 OMNIBUS INCENTIVE COMPENSATION PLANRestricted Stock Unit Agreement • May 2nd, 2024 • Tellurian Inc. /De/ • Crude petroleum & natural gas • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is effective as of [_____] [__], 20[21] (the “Grant Date”), between Tellurian Inc., a Delaware corporation (the “Company”), and [INSERT NAME] (the “Participant”).
TELLURIAN INC. STOCK AWARD AGREEMENT PURSUANT TO THE TELLURIAN INC.Stock Award Agreement • August 9th, 2017 • Tellurian Inc. /De/ • Crude petroleum & natural gas • Delaware
This STOCK AWARD AGREEMENT (“Agreement”) is effective as of , 2017 (the “Grant Date”), between Tellurian Inc., a Delaware corporation (the “Company”), and [INSERT NAME] (the “Participant”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 15th, 2006 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Magellan Petroleum Corporation and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
AMENDMENT NO. 1 TO THEVoting Agreement • February 24th, 2020 • Tellurian Inc. /De/ • Crude petroleum & natural gas • Delaware
This Amendment No. 1 (this “Amendment”) to the Voting Agreement, dated as of January 3, 2017 (the “Existing Voting Agreement”), by and among (i) Tellurian Inc. (formerly known as Magellan Petroleum Corporation), a Delaware corporation (the “Tellurian”), (ii) Tellurian Investments LLC, a Delaware limited liability company formerly known as Tellurian Investments Inc., a Delaware corporation (“Tellurian Investments”), (iii) Total Delaware, Inc., a Delaware corporation (“Total”), and (iv) the individuals or trusts set forth on Schedule A of the Agreement who are current stockholders of the Company (each referred to herein individually as a “Stockholder” and collectively, as the “Stockholders”), is hereby made and entered into as of July 10, 2019. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Existing Voting Agreement.
TELLURIAN INC. $500,000,000 6.00% Convertible Senior Secured Notes due 2025 PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 3rd, 2022 • Tellurian Inc. /De/ • Crude petroleum & natural gas • New York
TELLURIAN INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTSPurchase and Sale Agreement • July 1st, 2024 • Tellurian Inc. /De/ • Crude petroleum & natural gas
On May 28, 2024, Tellurian Production LLC (“Tellurian Production Company”) and Tellurian Operating LLC (together with Tellurian Production Company, “Seller”), each an indirect wholly owned subsidiary of Tellurian Inc. (“Tellurian” or the “Company”), entered into a purchase and sale agreement (the “PSA”) with Aethon United BR LP and Aethon III BR LLC (collectively, “Buyer”), pursuant to which Seller agreed to sell its upstream and related midstream assets in the Louisiana region of the Haynesville Shale to Buyer for an aggregate purchase price of $260.0 million, subject to certain customary adjustments (the “Asset Sale”). In connection with the Asset Sale, the Company was required to use the net cash proceeds from the Asset Sale to repay the outstanding principal amount and associated accrued expenses (the “Debt Payoff”) of the Company’s 10% Senior Secured Notes due 2025 (the “Senior Notes”). The Company closed the Asset Sale and completed the Debt Payoff (collectively, the “Transaction
CHANGE ORDER FORMChange Order • February 24th, 2020 • Tellurian Inc. /De/ • Crude petroleum & natural gas
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • November 29th, 2016 • Magellan Petroleum Corp /De/ • Crude petroleum & natural gas • Delaware
This Series A Preferred Stock Purchase Agreement (this “Agreement”) is dated as of November 23, 2016 (the “Effective Date”) and is between Tellurian Investments Inc., a Delaware corporation (the “Company”), and GE Oil & Gas, Inc., a Delaware corporation (“Purchaser”).
