FIRST AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AND SECURITY AGREEMENTMembership Interest Pledge and Security Agreement • March 16th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas • Texas
THIS FIRST AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is entered into as of February 8, 2012 (the “Amendment Effective Date”), by and among Circle Star Energy Corp., a Nevada corporation formerly named Digital Valleys Corp. (“Circle Star”), and James H. Edsel, Nancy Edsel, and James Edsel, Jr. (collectively, the “Edsels”). Circle Star and the Edsels are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
INTER-CREDITOR AGREEMENT made as of February 8, 2012 Among CIRCLE STAR ENERGY CORP. as issuer and THE HOLDERS OF 10% CONVERTIBLE NOTES, DUE FEBRUARY 8, 2013 Relating to the issuance of 10% Convertible Notes, due February 8, 2013Inter-Creditor Agreement • March 16th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas • Nevada
Page SECTION 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Meaning of “outstanding” for Certain Purposes 5 1.3 Interpretation Not Affected by Headings 6 1.4 Extended Meanings 6 1.5 Day Not a Business Day 6 1.6 Currency 6 1.7 Statutes 7 1.8 Invalidity of Provisions 7 1.9 Applicable Law 7 SECTION 2 THE NOTES 7 2.1 Designation and Issuance of Notes 7 2.2 Description of the Notes 7 2.3 Form of Notes 7 2.4 Notes to Rank Pari Passu 7 2.5 Interest 8 2.6 Option of Holder as to Place of Payment 8 2.7 Surrender for Cancellation 8 2.8 Right to Receive Agreement 8 SECTION 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP OF NOTES 8 3.1 Registers 8 3.2 Ownership and Entitlement to Payment 9 3.3 Restrictions on Transfer of Notes Under U.S. Securities Law 9 SECTION 4 WITHHOLDING TAXES 9 SECTION 5 COVENANTS OF THE CORPORATION 9 5.1 Grant of Security Interest 9 5.2 Restrictive Covenants in respect of the Corporation and JHE 10 5.3 Grant of Kansas Royalty Interest 10 SECTION 6 MEETINGS OF NOTEHOLDERS 10 6.1 R
FIRST AMENDMENT TO ASSIGNMENT AND NOVATION AGREEMENTAssignment and Novation Agreement • March 16th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas • Texas
THIS FIRST AMENDMENT TO ASSIGNMENT AND NOVATION AGREEMENT (this “Amendment”) is entered into as of February 8, 2012 (the “Amendment Effective Date”), by and among Circle Star Energy Corp., a Nevada corporation formerly named Digital Valleys Corp. (“Circle Star”), High Plains Oil, LLC, a Nevada limited liability company (“High Plains”), JHE Holdings, LLC, a Texas limited liability company (“JHE”), and James H. Edsel, Nancy Edsel, and James Edsel, Jr. (collectively, the “Edsels”). Circle Star, High Plains, JHE, and the Edsels are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ADDENDUM TO MARCH 2012 CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT made as of March 14, 2012 Among CIRCLE STAR ENERGY CORP. as issuer and THE HOLDER OF 10% CONVERTIBLE NOTES, DUE MARCH 14, 2013 and Relating to the issuance of 10% Convertible Notes, due...March 2012 Convertible Note Subscription Agreement • March 16th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas • Nevada
NOW THEREFORE THIS ADDENDUM TO MARCH 2012 CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT is hereby covenanted, agreed and declared as follows.
LEASEHOLD PURCHASE AGREEMENTLeasehold Purchase Agreement • March 16th, 2012 • Circle Star Energy Corp. • Crude petroleum & natural gas • Ohio
