RE: Amendment to Letter Agreement, Barnett Crossroads Prospect Area, Escambia County, Alabama
September
30, 2005
Xxxxxx
Properties, Inc.
Trust
Company Complex
Ajeltake
Road
Ajeltake
Island,
Majuro,
Xxxxxxxx Islands MH96960
|
RE:
|
Amendment
to Letter Agreement, Xxxxxxx Crossroads Prospect Area, Escambia County,
Alabama
|
Ladies
and Gentlemen:
Reference
is made to that certain letter agreement dated April 22, 2005 (the "Agreement"),
by and between Ignis Petroleum Corporation ("Ignis") and Xxxxxx Properties,
Inc.
("Xxxxxx"), pertaining to the Xxxxxxx Crossroads Prospect Area, Escambia County,
Alabama, as more particularly set forth in the Agreement. All capitalized terms
used but not defined herein shall have the meanings given such terms in the
Agreement and the Joint Operating Agreement ("JOA") attached as Exhibit D to
the
Agreement.
For
good
and adequate consideration exchanged between the parties, the receipt and
sufficiency of which is hereby acknowledged and confessed, the parties agree
as
follows:
1. Section
4
of the Agreement is hereby amended to read in its entirety as
follows:
“In
the
event that Ignis does not commence actual drilling operations on the first
well
on or before March 31, 2006, Ignis shall, without notice from Xxxxxx, deliver
assignments of the interests acquired by Ignis hereunder to Argyle Energy,
Inc.,
whereupon this Agreement shall terminate and be of no further force or
effect.”
Except
as
amended hereby, the Agreement shall remain unchanged and in full force and
effect.
2. In
consideration for Xxxxxx extending the deadline to commence drilling operations
as provided in Section 1 above, Ignis Petroleum Group, Inc. (“IPG”), the sole
shareholder of Ignis, shall issue to Xxxxxx 150,000 shares of IPG’s common
stock, par value $0.001 per share (the “Shares”), which Shares shall be valued
for the purposes of this letter agreement at $1.00 per Share for an aggregate
of
$150,000. Xxxxxx understands that the Shares have not been registered with
the
Securities and Exchange Commission or any state securities board and, as such,
the Shares will be deemed restricted securities, as such term is defined in
the
Securities Act of 1933, as amended (the “Securities Act”). In connection with
the issuance of the Shares, Xxxxxx hereby makes the following representations
and warranties to Ignis:
Xxxxxx
Properties, Inc
September
30, 2005
Page
2
(a) Xxxxxx
is
an “accredited investor” as such term is defined in the Securities
Act.
(b) Xxxxxx
is
purchasing the Shares for its own account, for investment purposes only and
not
with view to any public resale or other distribution thereof. Xxxxxx and its
representatives have received, or have had access to, and have had sufficient
opportunity to review, all books, records, financial information and other
information which Xxxxxx considers necessary or advisable to enable it to make
a
decision concerning its purchase of the Shares, and Xxxxxx possesses such
knowledge and experience in financial and business matters that it is capable
of
evaluating the merits and risks of its investment hereunder.
(c)
Xxxxxx
understands that any sale by Xxxxxx of any of the Shares will, under current
law, require either: (i) the registration of the Shares under the Securities
Act
and applicable state securities acts; (ii) compliance with Rule 144 of the
Securities Act; or (iii) the availability of an exemption from the registration
requirements of the Securities Act. Xxxxxx understands that IPG has not
undertaken and does not presently intend to file a registration statement to
register the Shares. Xxxxxx hereby agrees to execute, deliver, furnish or
otherwise provide to IPG an opinion of counsel reasonably acceptable to IPG
prior to any subsequent transfer of the Shares, that such transfer will not
violate the registration requirements of the federal or state securities acts.
Xxxxxx further agrees to execute, deliver, furnish or otherwise provide to
IPG
any documents or instruments as may be reasonably necessary or desirable in
order to evidence and record the Shares acquired hereby.
(d) To
assist
in implementing the above provisions, Xxxxxx hereby consents to the placement
of
the legend, or a substantially similar legend, set forth below, on all
certificates representing ownership of the Shares acquired hereby until the
Shares have been sold, transferred, or otherwise disposed of, pursuant to the
requirements hereof. The legend shall read substantially as
follows:
"THE
SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL THEY ARE REGISTERED UNDER
THE
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO IPG IS OBTAINED TO THE EFFECT
THAT
SUCH REGISTRATION IS NOT REQUIRED."
Xxxxxx
Properties, Inc
September
30, 2005
Page
3
Please
indicate your acceptance of the terms of this letter agreement by signing a
counterpart of this letter agreement in the space provided therefore below.
Upon
receipt of a fully-executed counterpart of this letter agreement, IPG will
issue
a certificate to Xxxxxx representing 150,000 Shares.
|
Very
truly yours,
|
|||||
|
IGNIS
PETROLEUM COPORATION
|
|||||
|
By:
|
/s/
Xxxxxxx Xxxxxxxxx
|
||||
|
Xxxxxxx
Xxxxxxxxx,
|
|||||
|
President,
Secretary and Treasurer
|
|||||
|
By:
|
s/
Xxxxxxx Xxxxxxxxx
|
||||
|
Xxxxxxx
Xxxxxxxxx,
|
|||||
|
Chief
Operating Officer and
|
|||||
|
Secretary
|
|||||
|
AGREED
TO AND ACCEPTED
|
|||||
|
this
the 30th day of September, 2005.
|
|||||
|
XXXXXX
PROPERTIES, INC.
|
|||||
|
By:
|
/s/
Xxxxx Xxxxxx
|
||||
|
Xxxxx
Xxxxxx,
|
|||||
|
CEO/Director
|
|||||
