0001144204-07-010729 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 1st, 2007 • Falcon Natural Gas Corp • Crude petroleum & natural gas • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 31, 2007, by and among FALCON NATURAL GAS CORP., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

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IRREVOCABLE TRANSFER AGENT INSTRUCTIONS January 31, 2007
Securities Purchase Agreement • March 1st, 2007 • Falcon Natural Gas Corp • Crude petroleum & natural gas

This letter shall serve as our irrevocable authorization and direction to Worldwide Stock Transfer, LLC (the “Transfer Agent”) to do the following:

January 31, 2007
Falcon Natural Gas Corp • March 1st, 2007 • Crude petroleum & natural gas • New Jersey

This forbearance agreement will confirm our understanding regarding Falcon Natural Gas Corp.’s (“Falcon”) obligations owed to Cornell Capital Partners, LP (“Cornell”). Falcon hereby acknowledges, confirms and agrees that as of the close of business on January ____, 2007, Falcon is indebted (collectively, the “Existing Debentures”) to Cornell in the amounts set forth below:

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