FIRST ADDITIONAL CLOSING AGREEMENT
Exhibit 10.1
THIS FIRST ADDITIONAL CLOSING AGREEMENT (this “Agreement”) is made as of September 7, 2005,
among (i) Infinity, Inc., a Colorado corporation (“Infinity”), (ii) HFTP Investment L.L.C.
(“HFTP”), Gaia Offshore Master Fund, Ltd. (“Gaia”), and AG Offshore Convertibles, Ltd. (“AG
Offshore” and collectively with HFTP and Gaia, the “Buyers”), (iii) Consolidated Oil Well Services,
Inc., a Kansas corporation (“Consolidated”), CIS Oklahoma, Inc., a Kansas corporation (“CIS”),
Infinity Oil & Gas of Wyoming, Inc., a Wyoming corporation (“Infinity-Wyoming”), Infinity Oil & Gas
of Kansas, a Kansas corporation (“Infinity-Kansas”), Infinity Energy Resources, Inc., a Delaware
corporation (“Infinity-Delaware”) and Infinity Oil and Gas of Texas, Inc., a Delaware corporation
(“Infinity-Texas,” and together with Consolidated, CIS, Infinity-Wyoming, Infinity-Kansas and
Infinity-Delaware, the “Subsidiaries”), (iv) AG Domestic Convertibles, L.P. (“AG Domestic”), and
(v) Promethean Asset Management L.L.C., a Delaware limited liability company, in its capacity as
collateral agent (“Agent”) for the Buyers. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to them in the Securities Purchase Agreement (as defined
below).
W I T N E S S E T H:
WHEREAS, Infinity and the Buyers entered into that certain Securities Purchase Agreement (as
further amended, restated, supplemented or otherwise modified from time to time, the “Securities
Purchase Agreement”) dated as of January 13, 2005;
WHEREAS, in connection with the transactions contemplated by the Securities Purchase
Agreement, the parties thereto have previously executed and delivered, to and for the benefit of
Buyers, those agreements, instruments and other documents described on Exhibit A hereto
(together with any other agreements, instruments and other documents referred to therein and with
the Securities Purchase Agreement, the “Transaction Documents”);
WHEREAS, pursuant to Section 1(b) of the Securities Purchase Agreement, Infinity has the
right, subject to the satisfaction of certain conditions, to sell Additional Notes and Additional
Warrants to the Buyers;
WHEREAS, on August 22, 2005, Infinity delivered an Additional Sale Election Note with respect
to the sale of Additional Notes and Additional Warrants to the Buyers under the Securities Purchase
Agreement (the “Additional Sale Election Notice”); and
WHEREAS, Infinity desires to sell, and the Buyers desire to purchase, Additional Notes in the
aggregate principal amount of $9,500,000 and related Additional Warrants upon the terms and
conditions set forth herein and in the Securities Purchase Agreement (the “Additional Note
Issuance”), in accordance with the Schedule of Buyers set forth on Exhibit B hereto (the
“Additional Schedule of Buyers”).
NOW, THEREFORE, in consideration of the premises set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the
undersigned agrees as follows:
1
1. Additional Issuance.
(a) The Additional Closing Date with respect to the Additional Note Issuance shall be the date
hereof. On such Additional Closing Date, subject to the satisfaction (or waiver) of all of the
conditions set forth herein and in Sections 1(b), 1(d), 6(b) and 7(b) of the Securities Purchase
Agreement, Infinity shall issue and sell to each Buyer, and each Buyer severally agrees to purchase
from Infinity, (I) Additional Notes in the principal amount set forth opposite such Buyer’s name on
the Additional Schedule of Buyers, along with (II) the related Additional 115% Warrants with
respect to the number of Additional Warrant Shares equal to the quotient (rounded to the nearest
whole number, with 0.5 rounded up) of (A) 28% of the original principal amount of the Additional
Notes purchased by such Buyer at the Additional Closing, divided by (B) the Warrant Exercise Price
(as defined in the Additional 115% Warrants) on the Additional Closing Date, and (III) the related
Additional 140% Warrants with respect to the number of Additional Warrant Shares equal to the
quotient (rounded to the nearest whole number, with 0.5 rounded up) of (X) 27% of the original
principal amount of the Additional Notes purchased by such Buyer at the Additional Closing, divided
by (Y) the Warrant Exercise Price (as defined in the Additional 140% Warrants) on the Additional
Closing Date (the “First Additional Closing”). Infinity hereby acknowledges and agrees that such
purchase by each of the Buyers of such Additional Notes and related Additional Warrants shall
satisfy in full any obligations of such Buyers under the Securities Purchase Agreement and the
other Transaction Documents with respect to the Additional Sale Election Notice.
(b) For purposes of Section 4(h) of the Securities Purchase Agreement in connection with the
First Additional Closing, each Buyer’s Reimbursement Allocation Percentage shall be as set forth on
the Additional Schedule of Buyers, rather than the Schedule of Buyers attached to the Securities
Purchase Agreement.
(c) Concurrently with the execution hereof, Infinity-Delaware is executing and delivering to
the Agent and the Buyers a Joinder in the form of Exhibit A attached to the Security Agreement.
2. Assignment of Additional Note Issuance Rights and Obligations.
(a) AG Domestic hereby transfers and assigns to AG Offshore, and AG Offshore hereby accepts
and assumes, and agrees to be bound by, each of the Transaction Documents to which AG Domestic is a
party and all of the rights and obligations of AG Domestic now or hereafter existing under the
Transaction Documents, with respect to the Additional Note Issuance and any and all future sales of
Additional Notes and Additional Warrants by Infinity pursuant to the Securities Purchase Agreement,
as if AG Offshore had originally been party to the Transaction Documents in place of AG Domestic.
Infinity and the Subsidiaries hereby acknowledge and consent to the assignment by AG Domestic to AG
Offshore set forth and described in this Section 2(a), and agree that, accordingly, AG Domestic
shall have no further rights or obligations with respect to the Additional Note Issuance or any
future sales of Additional Notes and Additional Warrants by Infinity pursuant to the Securities
Purchase Agreement. The parties hereto agree that AG Offshore shall be deemed a “Buyer” under the
Securities Purchase Agreement, an “Investor” under the Registration Rights
2
Agreement, and a “Lender” under each of the Security Agreement, the Guaranty and the Pledge
Agreement and shall be entitled to all of the rights, and subject to all of the obligations,
thereof thereunder.
(b) HFTP hereby transfers and assigns to Gaia, and Gaia hereby accepts and assumes, and agrees
to be bound by, each of the Transaction Documents to which HFTP is a party and all of the rights
and obligations of HFTP now or hereafter existing under the Transaction Documents with respect to
the Additional Notes and related Additional Warrants to be purchased by Gaia as provided in Section
1(a) hereof, as if Gaia had originally been party to the Transaction Documents in place of HFTP.
Infinity and the Subsidiaries hereby acknowledge and consent to the assignment by HFTP to Gaia set
forth and described in this Section 2(b). The parties hereto agree that Gaia shall be deemed a
“Buyer” under the Securities Purchase Agreement, an “Investor” under the Registration Rights
Agreement, and a “Lender” under each of the Security Agreement, the Guaranty and the Pledge
Agreement and shall be entitled to all of the rights, and subject to all of the obligations,
thereof thereunder. In connection with being deemed a Lender for purposes of the Security
Agreement, Gaia consents and agrees to be bound by the provisions of Section 5.12 of the Security
Agreement applicable to each Lender thereunder and affirms the appointment of Agent on its behalf
pursuant to the terms thereof.
3. Limited Waiver of Exchange Cap Condition; Shareholder Approval.
(a) For purposes of the Additional Note Issuance, subject to and conditioned upon the accuracy
of the representation and warranty of Infinity set forth in Section 3(b) hereof, the Buyers hereby
waive the Additional Note Issuance Amount Limitation set forth in Section 1(b)(D) of the Securities
Purchase Agreement which provides that, unless Shareholder Approval has been obtained, the
Additional Note Issuance Amount shall not exceed an amount that would require, pursuant to Section
1(b) of the Securities Purchase Agreement, the Buyers to buy Additional Warrants to acquire a
number of shares of Common Stock that, when multiplied by 1.2 and added to the number of shares of
Common Stock that have been issued upon exercise of any Warrants, or conversion of, or as interest
on, any Notes prior to the date of the Additional Sale Election Notice and added to 120% of the
shares issuable as of the date of the Additional Sale Election Notice upon exercise of all Warrants
then outstanding, would exceed the Exchange Cap (as defined in the Notes). The limited waiver set
forth in this Section 3(a) is not, and shall not be deemed to be, a waiver of such Additional Note
Issuance Amount Limitation with respect to any other Additional Closing or under any other
circumstance or a waiver of any other condition, requirement, provision or breach of the Securities
Purchase Agreement or any other Transaction Document.
(b) Infinity hereby represents and warrants to the Buyers that the Additional Note Issuance
Amount in connection with the Additional Note Issuance does not exceed an amount that would
require, pursuant to Section 1(b) of the Securities Purchase Agreement, the Buyers to buy
Additional Warrants to acquire a number of shares of Common Stock that, when added to the number of
shares of Common Stock that have been issued upon exercise of any Warrants, or conversion of, or as
interest on, any Notes prior to the date of the Additional Sale Election Notice and added to 100%
of the shares issuable as of the date of the Additional Sale Election Notice upon exercise of all
Warrants then outstanding, would exceed the Exchange Cap.
3
(c) Infinity shall provide each shareholder entitled to vote at a special meeting of
shareholders of Infinity, which Infinity shall use reasonable best efforts to hold not later than
December 9, 2005 (the “Shareholder Meeting Deadline”), a proxy statement, which has been previously
reviewed by the Buyers and a counsel of their choice, soliciting each such shareholder’s
affirmative vote at such shareholder meeting for approval of all of the Notes and Warrants that
have been issued or may be issued pursuant to the Securities Purchase Agreement, and Infinity’s
issuance of all Conversion Shares issuable upon conversion of such Notes and all Warrant Shares
issuable upon exercise of such Warrants, in accordance with the rules and regulations applicable to
companies with securities listed on the Principal Market (such affirmative approval being referred
to herein as the “Shareholder Approval”), and Infinity shall use its reasonable best efforts to
solicit its shareholders’ approval of such issuance of the Securities and to cause the Board of
Directors of the Company to recommend to the shareholders that they approve such proposal. The
proxy statement shall not contain any untrue statement of a material fact or omit to state any
material fact related to the matters addressed therein required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made,
not misleading. The Company shall file a preliminary version of such proxy statement with the SEC
not later than October 7, 2005 (the “Proxy Statement Filing Due Date”). Notwithstanding anything
to the contrary contained herein, unless and until Shareholder Approval has been obtained, Infinity
shall not be permitted to elect to sell any Additional Notes or Additional Warrants to the Buyers
after the First Additional Closing.
4. Amendments to Initial Notes and Form of Additional Note.
(a) Infinity and the Buyers agree that certain provisions of each of the Notes that establish
volume limitations on conversion of such Note are to be applied to all Notes held by the holder of
such Note, considered on an aggregate basis. Accordingly:
(1) Section 8(b) of each of the Initial Notes and of the form of Additional Note attached to
the Securities Purchase Agreement as Exhibit B thereto is hereby amended by deleting the first
sentence thereof and substituting therefor the following:
“If the Company has exercised its right to Company Alternative Conversion in
accordance with Section 8(a) and Section 6 or 13, as applicable, and the conditions
of this Section 8 are satisfied (or waived in writing by the Holder) on the Company
Alternative Conversion Notice Date and at each time the Holder delivers a Conversion
Notice or is deemed to have delivered a Conversion Notice with respect to any
portion of the aggregate Pro Rata Conversion Amount of all Notes held by the Holder
(a “Company Alternative Conversion Date”) (including the Conditions to Company
Alternative Conversion as set forth in Section 8(c)), then, subject to Sections 5
and 8(d), the Holder shall convert the Pro Rata Conversion Amount, together with any
Interest Amount with respect to the allocable portion of principal represented by
such Pro Rata Conversion Amount accruing through and including the applicable
Conversion Date, in whole or in part and at such time or times as the Holder, in its
sole discretion determines,
4
during the Company Alternative Conversion Period; provided, however, that the Holder
shall not be permitted to convert, during the Company Alternative Conversion Period,
any portion of the aggregate Conversion Amount of all Notes held by the Holder
relating to the Company Alternative Conversion Period that exceeds the product of
(i) the Holder’s Allocation Percentage and (ii) twenty percent (20%) of the sum of
the daily dollar trading volume (as reported by Bloomberg) of the Common Stock on
its Principal Market on each of the Trading Days during the Company Alternative
Conversion Period (such limitation, the “Volume Conversion Restriction Amount”).”;
and
(2) Section 8(e) of each of the Initial Notes and the form of Additional Note attached to the
Securities Purchase Agreement as Exhibit B thereto is hereby amended by deleting the first sentence
thereof an substituting therefor the following:
“Notwithstanding anything contained in this Section 8 to the contrary, on the
applicable Final Company Alternative Conversion Date, (i) the Holder shall not be
required (but shall be permitted subject to clause (ii) of this Section 8(e)) to
convert (and shall not be deemed, solely as a result of Section 8(b), to have
converted), on the applicable Final Company Alternative Conversion Date, any portion
of the aggregate Pro Rata Conversion Amount of all Notes held by the Holder in
excess of the difference between (A) the product of (I) the Holder’s Allocation
Percentage and (II) ten percent (10%) of the sum of the daily dollar trading volume
(as reported by Bloomberg) of the Common Stock on its Principal Market on each of
the Trading Days during the Company Alternative Conversion Period, minus (B) the
aggregate Pro Rata Conversion Amount of all Notes held by the Holder converted by
the Holder during the Company Alternative Conversion Period and (ii) the Holder
shall neither be required nor permitted to convert (and shall not be deemed, solely
as a result of Section 8(b) to have converted), on the applicable Final Company
Alternative Conversion Date, any portion of the aggregate Pro Rata Conversion Amount
of all Notes held by the Holder in excess of the difference between (A) the
applicable Volume Conversion Restriction Amount, minus (B) the aggregate Pro Rata
Conversion Amount of all Notes held by the Holder converted by the Holder during the
Company Alternative Conversion Period.”
(b) Section 5(c) of each of the Initial Notes and the form of Additional Note attached to the
Securities Purchase Agreement as Exhibit B thereto is hereby amended by deleting the percentage
“120%” set forth therein and substituting therefor the percentage “100%”.
(c) Other than as set forth in this Section 4, the Initial Notes and the form of Additional
Note shall remain unmodified, unamended and in full force and effect. All Additional Notes issued
on the Additional Closing Date or thereafter pursuant to the Securities Purchase Agreement shall be
in the form of the Additional Note as amended by this Section 4. In the event of any conflict
between the terms and provisions of the Initial Notes or the form of Additional Note, as the case
may be, and the terms and provisions of this Section 5, the terms and provisions of this Section 5 shall prevail.
5
5. Successors and Assigns. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns. The successors and
assigns of such entities shall include, without limitation, their respective receivers, trustees or
debtors-in-possession.
6. Further Assurances. Infinity hereby agrees from time to time, as and when
requested by Agent or any Buyer to execute and deliver or cause to be executed and delivered, all
such documents, instruments and agreements, including financing statements, secretary’s
certificates, stock powers and irrevocable transfer agent instructions, and to take or cause to be
taken such further or other action as Agent or such Buyer may reasonably deem necessary or
desirable in order to carry out the intent and purposes of this Agreement and the Transaction
Documents.
7. Definitions. All words in the singular or plural include the singular and plural
and pronouns stated in either the masculine, the feminine or neuter gender shall include the
masculine, feminine and neuter, and the use of the word “including” in this Agreement shall be by
way of example rather than limitation.
8. Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or rule (whether of
the State of New York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.
9. Severability. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
10. Merger. This Agreement and the Transaction Documents represent the final
agreement of each of the parties hereto with respect to the matters contained herein and may not be
contradicted by evidence of prior or contemporaneous agreements, or prior or subsequent oral
agreements, among any of the parties hereto.
11. Execution in Counterparts. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to each other
party; provided that a facsimile signature shall be considered due execution and shall be binding
upon the signatory thereto with the same force and effect as if the signature were an original, not
a facsimile signature.
12. Section Headings. The section headings herein are for convenience of reference
only, and shall not affect in any way the interpretation of any of the provisions hereof.
6
[Remainder of page intentionally left blank.
Signature page follows]
Signature page follows]
7
IN WITNESS WHEREOF, this Agreement has been duly executed by each of the undersigned as of the
day and year first set forth above.
| INFINITY, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | President and Chief Executive Officer | |||
| CONSOLIDATED OIL WELL SERVICES, INC. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: | President | |||
| CIS OKLAHOMA, INC. |
||||
| By: | /s/ Xxx X. Xxxxx | |||
| Name: | Xxx X. Xxxxx | |||
| Title: | Secretary | |||
| INFINITY OIL & GAS OF WYOMING, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | President | |||
| INFINITY OIL & GAS OF KANSAS, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | President | |||
| INFINITY ENERGY RESOURCES, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | President and Chief Executive Officer | |||
| INFINITY OIL AND GAS OF TEXAS, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | President | |||
| HFTP INVESTMENT L.L.C. |
||||
| By: | Promethean Asset Management L.L.C. | |||
| Its: | Investment Manager | |||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Partner and Authorized Signatory | |||
| GAIA OFFSHORE MASTER FUND, LTD. |
||||
| By: | Promethean Asset Management L.L.C. | |||
| Its: | Investment Manager | |||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Partner and Authorized Signatory | |||
| AG DOMESTIC CONVERTIBLES, L.P. |
||||
| By: | Xxxxxx, Xxxxxx & Co., L.P. | |||
| Managing Member of the General Partner | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxxxx | |||
| Title: | Chief Financial Officer | |||
| AG OFFSHORE CONVERTIBLES, LTD. |
||||
| By: | Xxxxxx, Xxxxxx & Co., L.P. | |||
| Its: | Director | |||
| By: | /s/ Xxxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxxxx | |||
| Title: | Chief Financial Officer | |||
| PROMETHEAN ASSET MANAGEMENT L.L.C., as Agent |
||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Partner and Authorized Signatory | |||
EXHIBIT A
TRANSACTION DOCUMENTS
| 1. | Security Agreement, dated as of January 13, 2005, among Infinity, Inc., Consolidated Oil Well Services, Inc., CIS-Oklahoma, Inc., Infinity Oil & Gas of Wyoming, Inc., Infinity Oil and Gas of Texas, Inc., Infinity Oil & Gas of Kansas, Inc., and Promethean Asset Management L.L.C. |
| 2. | Registration Rights Agreement, dated as of January 13, 2005, by and among Infinity, Inc., HFTP Investment L.L.C., AG Domestic Convertibles, L.P. and AG Offshore Convertibles, Ltd. |
| 3. | Guaranty, dated as of January 13, 2005, by Consolidated Oil Well Services, Inc., CIS-Oklahoma, Inc., Infinity Oil & Gas of Wyoming, Inc., Infinity Oil and Gas of Texas, Inc., and Infinity Oil & Gas of Kansas, Inc. in favor of Promethean Asset Management L.L.C., on its own behalf and in its capacity as collateral agent. |
| 4. | Pledge Agreement, dated January 13, 2005 by and between Promethean Asset Management L.L.C. and Infinity, Inc. |
| 5. | Senior Secured Notes of Infinity, Inc., dated January 13, 2005, as follows: |
| (a) | Note Number A-001 in the principal amount of $15,000,000 issued to HFTP Investment L.L.C. | ||
| (b) | Note Number A-002 in the principal amount of $5,000,000 issued to AG Domestic Convertibles, L.P. | ||
| (c) | Note Number A-003 in the principal amount of $10,000,000 issued to AG Offshore Convertibles, Ltd. |
| 6. | Warrants for the purchase of common stock of Infinity, Inc., par value $0.0001 per share (the “Common Stock”), dated January 13, 2005, with an exercise price of $9.09. |
| (a) | Warrant Number A-001 to purchase 462,097 shares of Common Stock issued to HFTP Investment L.L.C. | ||
| (b) | Warrant Number A-002 to purchase 154,032 shares of Common Stock issued to AG Domestic Convertibles, L.P. | ||
| (c) | Warrant Number A-003 to purchase 308,065 shares of Common Stock issued to AG Offshore Convertibles, Ltd. |
| 7. | Warrants for the purchase of Common Stock of Infinity, Inc., dated January 13, 2005, with an exercise price of $11.06. |
| (a) | Warrant Number B-001 to purchase 366,023 shares of Common Stock issued to HFTP Investment L.L.C. | ||
| (b) | Warrant Number B-002 to purchase 122,008 shares of Common Stock issued to AG Domestic Convertibles, L.P. | ||
| (c) | Warrant Number B-003 to purchase 244,015 shares of Common Stock issued to AG Offshore Convertibles, Ltd. |
| 8. | Blocked Account Control Agreements |
| (a) | Blocked Account Control Agreement, dated as of January 10, 2005, by and among the Infinity, Inc., Infinity Oil & Gas of Wyoming, Inc., Promethean Asset Management L.L.C. and U.S. Bank National Association. | ||
| (b) | Blocked Account Control Agreement, dated as of January 13, 2005, by and among Infinity, Inc., Infinity Oil & Gas of Wyoming, Inc., Infinity Oil and Gas of Texas, Inc., Infinity Oil & Gas of Kansas, Inc., Consolidated Oil Well Services, Inc., Promethean Asset Management L.L.C. and Bank of Commerce. | ||
| (c) | Blocked Account Control Agreement, dated as of February 14, 2005, by and among Infinity, Inc., Consolidated Oil Well Services, Inc., Promethean Asset Management L.L.C. and Bank of Blue Valley. |
| 9. | Mortgages covering the Infinity, Inc.’s oil and gas mortgages: |
| (a) | Mortgage from Infinity Oil and Gas of Texas, Inc., in Erath County to Xxx Xxxxxx, as Trustee. | ||
| (b) | Mortgage from Infinity Oil & Gas of Wyoming, Inc., in Sublette County, Wyoming to Lawyers Title Realty Services, Inc., as Trustee | ||
| (c) | Mortgage from Infinity Oil & Gas of Wyoming, Inc., in Sweetwater County, Wyoming to Lawyers Title Realty Services, Inc., as Trustee. | ||
| (d) | Mortgage from Infinity Oil & Gas of Wyoming, Inc., in Carbon County, Wyoming to Lawyers Title Realty Services, Inc., as Trustee. | ||
| (e) | Mortgage from Infinity Oil & Gas of Wyoming, Inc., in Routt County, Colorado to the Public Trustee of Routt County, Colorado. | ||
| (f) | Mortgage from Infinity Oil & Gas of Wyoming, Inc., in Moffat County, Colorado to the Public Trustee of Moffat County, Colorado. |
| (g) | Mortgage from Infinity Oil & Gas of Wyoming, Inc., in Rio Xxxxxx County, Colorado to the Public Trustee of Rio Xxxxxx County, Colorado. | ||
| (h) | Mortgage from Infinity Oil and Gas of Texas, Inc., in Xxxxxxxx County, Texas to Xxx Xxxxxx, as Trustee. |
| 10. | UCC Financing Statements |
| (a) | Financing Statement of Infinity Inc., as filed with the Secretary of State of Colorado on January 14, 2005 (Filing No. 2005205163). | ||
| (b) | Financing Statement of Infinity Oil & as of Kansas, Inc., as filed with the Secretary of State of Kansas on January 14, 2005 (Filing No. 5932033). | ||
| (c) | Financing Statement of CIS-Oklahoma, Inc., as filed with the Secretary of State of Kansas on January 14, 2005 (Filing No. 5932025). | ||
| (d) | Financing Statement of Consolidated Oil Well Services, Inc., as filed with the Secretary of State of Kansas on January 14, 2005 (Filing No. 5932017). | ||
| (e) | Financing Statement of Infinity Oil and Gas of Texas, Inc., as filed with the Secretary of State of Delaware on January 14, 2005 (File No. 50165895) | ||
| (f) | Financing Statement of Infinity Oil & Gas of Wyoming, Inc., as filed with the Secretary of State of Wyoming on January 18, 2005 (File No. 2005-24139738). |
| 11. | Irrevocable Transfer Agent Instructions from Infinity, Inc. to Computershare Investor Services dated January 13, 2005. |
EXHIBIT B
ADDITIONAL SCHEDULE OF BUYERS
| Buyer’s Name | Buyer Address | Principal | Reimbursement | Investor’s Legal Representative’s | ||||||||
| and Facsimile Number | Amount of | Allocation | Address and Facsimile Number | |||||||||
| Additional Notes | Percentage | |||||||||||
HFTP
|
Promethean Asset | $ | 2,750,000 | 0.68 | % | Xxxxxx Xxxxxx Xxxxxxxx LLP | ||||||
Investment
|
Management L.L.C. | 000 X. Xxxxxx Xxxxxx | ||||||||||
L.L.C.
|
000 Xxxxxxxxx Xxxxxx | Xxxxxxx, Xxxxxxxx 00000-0000 | ||||||||||
| 22nd Floor | Attention: Xxxx X. Xxxx, Esq. | |||||||||||
| Xxx Xxxx, Xxx Xxxx 00000 | Telephone: (000) 000-0000 | |||||||||||
| Attention: Xxxxxx X. | Facsimile: (000) 000-0000 | |||||||||||
| Xxxxxxxx | ||||||||||||
| Telephone: (000) 000-0000 | ||||||||||||
| Facsimile: (000) 000-0000 | ||||||||||||
| Residence: Delaware | ||||||||||||
GAIA Offshore
|
Promethean Asset | $ | 2,000,000 | 0.49 | % | Xxxxxx Xxxxxx Rosenman LLP | ||||||
Master Fund,
|
Management L.L.C. | 000 X. Xxxxxx Xxxxxx | ||||||||||
Ltd.
|
000 Xxxxxxxxx Xxxxxx | Xxxxxxx, Xxxxxxxx 00000-0000 | ||||||||||
| 22nd Floor | Attention: Xxxx X. Xxxx, Esq. | |||||||||||
| Xxx Xxxx, Xxx Xxxx 00000 | Telephone: (000) 000-0000 | |||||||||||
| Attention: Xxxxxx X. | Facsimile: (000) 000-0000 | |||||||||||
| Xxxxxxxx | ||||||||||||
| Telephone: (000) 000-0000 | ||||||||||||
| Facsimile: (000) 000-0000 | ||||||||||||
| Residence: Cayman Islands | ||||||||||||
AG Offshore
|
c/o Xxxxxx, Xxxxxx & Co. | $ | 4,750,000 | 0.33 | % | Xxxx, Weiss, Rifkind, | ||||||
Convertibles,
|
000 Xxxx Xxxxxx | Xxxxxxx & Xxxxxxxx LLP | ||||||||||
Ltd.
|
Xxx Xxxx, Xxx Xxxx 00000 | 1285 Avenue of the Americas | ||||||||||
| Attention: Xxxx X. Xxxx | Xxx Xxxx, Xxx Xxxx 00000-0000 | |||||||||||
| Telephone: (000) 000-0000 | Attention: Xxxxxxx X. Xxxx, | |||||||||||
| Facsimile: (000) 000-0000 | Esq. | |||||||||||
| Residence: British Virgin | Telephone: (000) 000-0000 | |||||||||||
| Islands | Facsimile: (000) 000-0000 | |||||||||||
