REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2008 • True North Energy CORP • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2008, by and among TRUE NORTH ENERGY CORPORATION, a Nevada corporation (the “Company”), and VALENS U.S. SPV I, LLC and VALENS OFFSHORE SPV II, CORP. (collectively, the “Purchasers”).
AMENDED AND RESTATED SECURED TERM NOTESecured Term Note • April 4th, 2008 • True North Energy CORP • Crude petroleum & natural gas • New York
TRUE NORTH ENERGY CORPORATION, a Nevada corporation (“TNEC”), and ICF ENERGY CORPORATION, a Texas corporation (“ICF”, and together with TNEC, each a “Company” and collectively the “Companies”), executed and delivered a secured term note (the “Existing Note”) pursuant to that certain Securities Purchase Agreement dated as of September 18, 2007 (as amended, modified and/or supplemented from time to time, the “Purchase Agreement”), among Companies, the Holder (as defined below), any other Purchasers thereunder and the Holder, as agent for the Purchasers.
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • April 4th, 2008 • True North Energy CORP • Crude petroleum & natural gas • New York
This Agreement (this “Agreement”) is dated as of the 31st day of March, 2008 among True North Energy Corporation, a Nevada corporation (“TNEC”), ICF Energy Corporation, a Texas corporation (“ICF”; and together with TNEC, the “Companies” and each a “Company”), Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV II, Corp, a Delaware corporation (“Valens Offshore”; and together with Valens U.S., collectively, the “Purchasers” and each a “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
