COMPENSATION AGREEMENT
This Compensation Agreement is dated as
of September 3, 2008 by and between Pegasi Energy Resources Corporation, a
Nevada corporation (the “Company”) and Xxxx Xxxx, a member of the law firm of
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP (“Xxxx”).
WHEREAS, the Company has requested that
Xxxx provide the Company with legal services relating to the preparation of
documents in connection with a private placement of the Company’s debt
securities, and Xxxx has agreed to provide the Company with such legal services;
and
WHEREAS, the Company wishes to
compensate Xxxx with shares of its common stock for such services
rendered;
NOW THEREFORE, in consideration of the
mutual covenants hereinafter stated, it is agreed as follows:
1. The
Company will issue to Xxxx, upon filing of the Form S-8 referred to below,
subject to the limitations set forth in Section 3 herein, an aggregate of 35,000
shares of the Company’s common stock, $.001 par value per share (the “Common
Stock”) in payment for legal services to be performed. Subsequent to
the filing of a registration statement on Form S-8 with the Securities and
Exchange Commission registering such shares, as set forth in Section 2 below,
the shares of Common Stock to be issued shall represent consideration for
services to be performed by Xxxx on behalf of the Company.
2. The
above compensation shall be registered using a Form S-8. The Company
shall file such Form S-8 with the Securities and Exchange Commission within 30
days of the execution of this agreement.
3. Notwithstanding
anything contained herein to the contrary, in no event shall Xxxx be entitled to
receive a number of shares of Common Stock of which the sum of the number of
shares of Common Stock beneficially owned by Xxxx and his affiliates would
result in beneficial ownership by Xxxx and its affiliates of more than 4.9% of
the outstanding shares of Common Stock. For purposes of the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13D-G thereunder.
IN
WITNESS WHEREOF, this Compensation Agreement has been executed by the parties as
of the date first above written.
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PEGASI
ENERGY RESOURCES CORPORATION
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By:
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/s/ Xxxxxxx Xxxxxxxxxxx | |
| Senior Vice President | |||
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By:
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/s/ | |
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Xxxx
Xxxx
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