PARTICLE DRILLING TECHNOLOGIES, INC. AND COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent RIGHTS AGREEMENT dated as of May 23, 2008Rights Agreement • May 23rd, 2008 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • Nevada
The Rights are not exercisable until the Distribution Date. The Rights will expire on May 23, 2011 (the “Final Expiration Date”) unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case as described below.
PARTICLE DRILLING TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 20th, 2006 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 19, 2006 by and among PARTICLE DRILLING TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and each investor signatory hereto and listed for convenience only on Schedule I hereto (each such investor, individually, an “Investor” and, collectively, the “Investors”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 22nd, 2005 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • Texas
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 20th day of June, 2005 (the “Effective Date”), by and between Prentis B. Tomlinson, Jr., a resident of the State of Virginia (“Seller”), and R. Moses and Holli P. Thompson, individuals residing in Middleburg, VA (the “Purchaser”).
ContractParticle Drilling Technologies Inc/Nv • February 12th, 2009 • Oil & gas field services, nec • New York
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • March 18th, 2008 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • Massachusetts
This Subscription Agent Agreement (the “Agreement”) is made as of March 7, 2008 between Particle Drilling Technologies, Inc., a Nevada corporation (the “Company”), Computershare, Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 8th, 2007 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • Nevada
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the 7th day of August, 2007, between PARTICLE DRILLING TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and JIM B. TERRY (“Employee”).
PARTICLE DRILLING TECHNOLOGIES, INC. Senior Secured PIK Notes due 2010 Warrants to Purchase a 19.95% Equity Interest PURCHASE AGREEMENT Dated as of February 11, 2009Purchase Agreement • February 12th, 2009 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • New York
PURCHASE AGREEMENT dated as of February 11, 2009 (the “Agreement”) among Particle Drilling Technologies, Inc., a Nevada corporation (the “Company”), Particle Drilling Technologies, Inc., a Delaware corporation and a Subsidiary of the Company (the “Delaware Sub”), LC Capital Master Fund, Ltd., a Cayman Islands exempted company (“LC”), Don A. Sanders and Edward F. Hiel, as purchasers (each, a “Purchaser” and collectively, the “Purchasers”), and LC Capital Master Fund, Ltd., a Cayman Islands exempted company, as agent and collateral agent for the holders of the securities issued hereunder (the “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2005 • Medxlink Corp • Agricultural prod-livestock & animal specialties • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”), entered into on August 1, 2003 and made effective as of June 1, 2003 (the “Effective Date”) by and among ProDril Acquisition Company, Inc. to be renamed ProDril Services Incorporated (collectively referred to as “PSI”) or (the “Company”) and Thomas E. Hardisty (“Executive”);
ContractRights Agreement • February 12th, 2009 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • Nevada
EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2006 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Particle Drilling Technologies, Inc., a Nevada corporation (“Company”), and Thomas E. Hardisty (“Executive”).
SUBLEASE AGREEMENTSublease Agreement • June 27th, 2005 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec
THIS SUBLEASE AGREEMENT (the "Agreement") is made and entered into as of the 21st day of March, 2005, but effective as of March 16, 2005 by and between Particle Drilling Technologies, Inc., dba PDT Holdings, Inc. (hereinafter called "Sublessor" or "PDTI") and The Exploitation Company, LLP (hereinafter called "Sublessee" or "TEC").
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • January 20th, 2005 • Medxlink Corp • Agricultural prod-livestock & animal specialties • Texas
AGREEMENT made as of the th day of , 200 , between PARTICLE DRILLING TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and (“Employee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 10th, 2005 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • Texas
THIS STOCK PURCHASE AGREEMENT, dated as of February 8, 2005 (this “Agreement”), is by and between Particle Drilling Technologies, Inc., a Nevada corporation (the “Company”), and Prentis B. Tomlinson, Jr. (“Tomlinson”). Subject to the provisions of Section 5.01, this Agreement shall be binding on the parties hereto and effective as of the date first written above.
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • March 13th, 2008 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • New York
This STANDBY PURCHASE AGREEMENT (this “Agreement”) dated March 7, 2008, by and among Particle Drilling Technologies, Inc., a Nevada corporation (the “Company”), and LC Capital Master Fund, Ltd., a Cayman Islands exempted company (“LCC”), and Millennium Partners, L.P., a Cayman Islands limited partnership (“MLP” and, together with LCC, the “Standby Purchasers”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 20th, 2005 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of January 20, 2004 (the "Effective Date") by CURLETT FAMILY LIMITED PARTNERSHIP, LTD. ("CFLP"), a Wyoming Limited Partnership having a registered office at 4239 Pat O'Hara Mountain Drive, Cody, Wyoming 82414-9250, PRODRIL SERVICES INCORPORATED ("PSI"), a Texas corporation having a registered office at 4239 Pat O'Hara Mountain Drive, Cody, Wyoming 82414, HARRY B. CURLETT ("CURLETT"), an individual, residing at 4239 Pat O'Hara Mountain Drive, Cody, Wyoming 82414, CCORE TECHNOLOGY AND LICENSING, LTD ("CCORE"), a Texas limited partnership having a registered office at 4239 Pat O'Hara Mountain Drive, Cody, Wyoming 82414, PRODRIL SERVICES INTERNATIONAL LIMITED ("PSIL"), a Texas limited partnership having a registered office at 4239 Pat O'Hara Mountain Drive, Cody, Wyoming 82414, and PARTICLE DRILLING, INC., a corporation organized and existing under the laws of the State of Texas, having a place of busin
PARTICLE DRILLING TECHNOLOGIES, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 20th, 2006 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 19, 2006, is by and among PARTICLE DRILLING TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and each of the investors signatory hereto and listed for convenience on Schedule I hereto (each of the persons or entities listed on Schedule I, individually, a “Purchaser” and, collectively, the “Purchasers”).
Shell Exploration & Production Co. BITS Particle Drilling Technologies Inc. Outline Agreement No. 4610021484 Purchase Order No. 4900006232Entire Agreement • February 9th, 2009 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec
EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2005 • Medxlink Corp • Agricultural prod-livestock & animal specialties • Wyoming
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made this 15th day of July, (the “Effective Date”), between PRODRIL ACQUISITION COMPANY, INC. (the “Company”), a Texas corporation with offices and principal place of business at 3101 Big Horn Avenue, Cody, Wyoming 82414-9250 (the “Company”) and Gordon Tibbitts, residing at 1378 Lakewood Circle, Salt Lake City, Utah, (the “Employee”) for the purposes and considerations herein expressed.
ROYALTY AGREEMENTRoyalty Agreement • May 20th, 2005 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec
This Royalty Agreement is entered into by and between Particle Drilling, Inc., a Texas corporation ("Newco"), and ProDril Services Incorporated, a Texas corporation ("PSI") as of January 20, 2004.
ACQUISITION AGREEMENTAcquisition Agreement • January 20th, 2005 • Medxlink Corp • Agricultural prod-livestock & animal specialties • Texas
THIS ACQUISITION AGREEMENT, dated as of January 20, 2004 (the “Agreement”), is by and among Particle Drilling, Inc., a Texas corporation (“Newco”), ProDril Partners L.L.C., a Texas limited liability company (“Parent”), ProDril Services International Limited, a Texas limited partnership (“PSIL”), Mr. Harry B. Curlett (“Principal”), an individual, CCORE Technology and Licensing, Ltd, a Texas limited partnership (“CCORE”) and Curlett Family Limited Partnership, Ltd., a Wyoming limited partnership (“CFLP”).
PARTICLE DRILLING TECHNOLOGIES, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2005 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 9, 2005, is by and among PARTICLE DRILLING TECHNOLOGIES, INC., a Nevada corporation (formerly known as MedXLink Corp.) (the “Company”), and each of the investors listed on Schedule I hereto (each of the persons or entities listed on Schedule I, individually, a “Purchaser” and, collectively, the “Purchasers”).
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • January 20th, 2005 • Medxlink Corp • Agricultural prod-livestock & animal specialties • Texas
AGREEMENT made as of the th day of , 200 , between PARTICLE DRILLING TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2006 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Particle Drilling Technologies, Inc., a Nevada corporation (“Company”), and Jim B. Terry (“Executive”).
COMMON STOCK PURCHASE WARRANTParticle Drilling Technologies Inc/Nv • October 20th, 2006 • Oil & gas field services, nec • New York
This Warrant (the “Warrant”) entitles Milfam I, LP (including any successors or assigns, the “Holder”), for value received, to purchase from PARTICLE DRILLING TECHNOLOGIES, INC., a Nevada corporation (the “Company”), at any time and from time to time, subject to the terms and conditions set forth herein, during the period starting from 5:00 a.m. on the Initial Exercise Date (as defined in Section 1 below) to 5:00 p.m., Eastern time, on the Expiration Date (as defined in Section 1 below), immediately following which time this Warrant shall expire and become void, all or any portion of the Warrant Shares (as defined in Section 1 below) at the Exercise Price (as defined in Section 1 below). This Warrant is issued subject to the following terms and conditions:
PARTICLE DRILLING TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2005 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”) is made as of February 9, 2005 by and among PARTICLE DRILLING TECHNOLOGIES, INC., a Nevada corporation (formerly known as MedXLink Corp.) (the “COMPANY”), and each investor listed on Schedule I hereto (each such investor, individually, an “INVESTOR” and, collectively, the “INVESTORS”).
ContractParticle Drilling Technologies Inc/Nv • March 9th, 2009 • Oil & gas field services, nec • New York
ACQUISITION AGREEMENTAcquisition Agreement • January 20th, 2005 • Medxlink Corp • Agricultural prod-livestock & animal specialties • Texas
THIS ACQUISITION AGREEMENT, dated as of January 20, 2004 (the “Agreement”), is by and among Particle Drilling, Inc., a Texas corporation (“Newco”), ProDril Partners L.L.C., a Texas limited liability company (“Parent”), ProDril Services Incorporated, a Texas corporation (“PSI”), Mr. Harry B. Curlett (“Stockholder”), an individual, CCORE Technology and Licensing, Ltd, a Texas limited partnership (“CCORE”) and Curlett Family Limited Partnership, Ltd., a Wyoming limited partnership (“CFLP”).
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • January 25th, 2006 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • Nevada
AGREEMENT made as of the day of , , between PARTICLE DRILLING TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and (“Employee”).
ROYALTY AGREEMENTRoyalty Agreement • May 20th, 2005 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec
This Royalty Agreement is entered into by and between Particle Drilling, Inc., a Texas corporation ("Newco"), and ProDril Services International Limited, a Texas limited partnership ("PSIL") as of January 20, 2004.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 13th, 2006 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • Nevada
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the day of , , between PARTICLE DRILLING TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and (“Director”).
PLAN OF MERGER AND MERGER AGREEMENTPlan of Merger and Merger Agreement • January 31st, 2005 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec
This Plan of Merger and Merger Agreement (“Merger Agreement”) is made this 19th day of January, 2005, between PARTICLE DRILLING TECHNOLOGIES, INC., a Nevada corporation (“Disappearing Corporation”), and MEDXLINK CORP., a Nevada corporation (“Surviving Corporation”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2007 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is entered into by and between Particle Drilling Technologies, Inc., a Nevada corporation (“Company”), and Jim B. Terry (“Executive”) as of August 7, 2007.
