REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of January 13, 2006, by and among Consolidated Energy, Inc., a Wyoming corporation (the "Company"), and the...Registration Rights Agreement • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • Texas
8% SENIOR SECURED CONVERTIBLE NOTE OF CONSOLIDATED ENERGY, INC.Consolidated Energy Inc • January 17th, 2006 • Bituminous coal & lignite mining • Texas
AMENDED AND RESTATED SECURITY AGREEMENT This Amended and Restated Security Agreement (this "Agreement") is executed as of January 13, 2006, by and among Consolidated Energy, Inc., a Wyoming corporation (the "Company"), Eastern Consolidated Energy,...Security Agreement • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • Texas
FORBEARANCE AGREEMENT This Forbearance Agreement (this "Agreement") is entered into as of January 13,2006, by and between each of the undersigned noteholders, acting individually (individually a "Purchaser" and collectively the "Purchasers"), and...Forbearance Agreement • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • Texas
GUARANTYGuaranty • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • Texas
RECITALSConsultant Agreement • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining
SECURED PROMISSORY NOTEConsolidated Energy Inc • January 17th, 2006 • Bituminous coal & lignite mining • Texas
AmendmentAmendment • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining
ESCROW DEPOSIT AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") dated this 13th day of January 2006, by and between Stonegate Securities, Inc. ("Stonegate" or "Placement Agent"), having an address at 5950 Sherry Lane, 4th Floor, Dallas, Texas 75225,...Escrow Deposit Agreement • January 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
By: /s/ Carl Baker ---------------------------- Name of Director: Carl Baker Number of Shares: Percentage Beneficial Ownership:Consolidated Energy Inc • January 17th, 2006 • Bituminous coal & lignite mining
This letter will confirm my agreement to vote all shares of Consolidated Energy, Inc., a Wyoming corporation, ("CEIW") voting stock over which I have voting control, and to vote and/or recommend in my capacity as a member of the board of directors of CEIW, as applicable, for the individuals designated as new board members pursuant to Section 4.2(s) of the Agreement at all board of directors and shareholders meetings where directors are to be nominated or elected for so long as the Notes issued pursuant to the Agreement are outstanding. This agreement is given in consideration of, and as a condition to enter into such Agreement and is not revocable by me.
FORM OF LOCK-UP AGREEMENT January 13, 2006 Purchasers referred to below: Re: Securities Purchase Agreement dated January 13, 2006 (the "Agreement") by and among, Consolidated Energy, Inc., (the "Company") and the purchasers signatory thereto (each, a...Consolidated Energy Inc • January 17th, 2006 • Bituminous coal & lignite mining • Texas
TO: The Purchasers of Consolidated Energy, Inc. Notes and Warrants To Whom It May Concern: This letter will confirm my agreement to vote all shares of Consolidated Energy, Inc., ("CEIW") voting stock over which I have voting control in favor of any...Consolidated Energy Inc • January 17th, 2006 • Bituminous coal & lignite mining
This letter will confirm my agreement to vote all shares of Consolidated Energy, Inc., ("CEIW") voting stock over which I have voting control in favor of any resolution presented to the shareholders of CEIW to approve the Charter Amendment (as defined in that certain Securities Purchase Agreement, dated January 13, 2006, among CEIW and the purchasers signatory thereto (the "Purchase Agreement")). This agreement is given in consideration of, and as a condition to enter into such Purchase Agreement and is not revocable by me.
