September 22, 2005
September
22, 2005
Xxxxxxx
X. Xxxxxx
[address]
Ignis
Petroleum Corporation
000
Xxxxxxxx Xxxxx, 0xx
Xxxxx
Xxxxxx,
Xxxxx 00000
|
Re:
|
Letter
agreement, dated April 21, 2005 (the “Letter
Agreement”),
by and between Ignis Petroleum Corporation (the “Subsidiary”)
and Xxxxxxx X. Xxxxxx (“Employee”)
|
Ladies
and Gentlemen:
Pursuant
to the above referenced Letter Agreement, the Subsidiary agreed to issue
up to
4,000,000 shares of common stock, par value $0.01 per share, of the Subsidiary
to Employee under certain circumstances. Thereafter, the Subsidiary and its
shareholders entered into the Stock Exchange Agreement, dated May 11, 2005
(the
“Stock
Exchange Agreement”),
by
and among Ignis Petroleum Group, Inc., f/k/a Sheer Ventures, Inc. (the
“Company”),
Xxxx
Xxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxx Xxx, Gareth Xxxxx Xxxx, Xxxxxxx Xxxxxx,
Xxxx
Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx and the Subsidiary, pursuant to which all
1,600,000 outstanding shares of common stock of the Subsidiary were exchanged
for 1,600,000 shares of common stock, par value $0.001 per share, of the
Company.
Upon
the
consummation of the transaction contemplated by the Stock Exchange Agreement
(the “Exchange”),
Borrower became a wholly-owned subsidiary of the Company. Since the Exchange,
the Company has declared and paid a stock dividend whereby shareholders of
the
Company were issued five (5) additional shares of the Company’s common stock for
each one (1) share of common stock outstanding (the “Stock
Split”).
Each
of
the parties hereto agrees that Employee shall receive up to 4,000,000 shares
of
common stock of the Company rather than the Subsidiary in accordance with
the
terms of the Letter Agreement. Such number of shares issuable to Employee
under
the Letter Agreement shall not be adjusted based upon the Stock Split.
Accordingly, the Letter Agreement is hereby amended to provide that the Company,
rather than the Subsidiary, shall issue up to 4,000,000 shares of its common
stock to Employee, subject to the conditions otherwise set forth in the Letter
Agreement. Except as amended hereby, the Letter Agreement shall remain in
full
force and effect.
Xxxxxxx
X. Xxxxxx
Ignis
Petroleum Corporation
September
22, 2005
Page
2
Employee
understands that any shares of common stock of the Company issued to Employee
pursuant to the Letter Agreement as amended hereby have not been registered
with
the Securities and Exchange Commission or any state securities board and,
as
such, the shares will not be freely tradable because they will be deemed
restricted securities, as such term is defined in the Securities Act of 1933,
as
amended (the “Securities
Act”),
and
the regulations promulgated thereunder. Employee hereby consents to the
placement of a legend on any certificate representing such shares indicating
that the shares are restricted securities and that the shares may not be
transferred without registration under the Securities Act or an applicable
exemption therefrom.
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.
[Signature
page follows.]
Xxxxxxx X. Xxxxxx
Ignis
Petroleum Corporation
September
22, 2005
Page
3
|
Sincerely,
|
||
|
THE
COMPANY:
|
||
|
By:
|
/s/
Xxxxxxx Xxxxxxxxx
|
|
|
Name:
|
Xxxxxxx
Xxxxxxxxx
|
|
| Title: | C.O.O. | |
Agreed
and Consented to:
EMPLOYEE:
|
/s/
Xxxxxxx X. Xxxxxx
|
|
|
Xxxxxxx
X. Xxxxxx
|
|
| Date: 9-22-05 |
THE
SUBSIDIARY:
IGNIS
PETROLEUM CORPORATION
|
By:
|
/s/
Xxxxxxx Xxxxxxxxx
|
|
|
Name:
|
Xxxxxxx
Xxxxxxxxx
|
|
| Title: | C.O.O. | |
| Date: | 9/23/05 |
