Common use of Legible Clause in Contracts

Legible. Lic. Xxxxx Xxxxxxxx Xxxxx Xxxxxx. Director of consular Services. Seal: Ministry of Foreign relations, Managua, Nicaragua.” So expressed the appearing parties, well instructed by me, Notary Public, concerning the object, value and legal effect of this document, the general clauses that ensure its validity, the special clauses it contains and those that address waivers and implicit and explicit stipulations. This Deed was read by me, Notary Public, to the appearing parties, who agree, approve, ratify and sign it along with me, who swears to all. (F) Xxxxxxxx Xxxxxxxx D. (f) Xxxxxxx Xxxxxxx Xxxxxxxx V. (f) Boanerge Ojeada B. - THE FRONT PAGE NUMBER FORTY SEVEN IS PASSED ON TO PAGE FIFTY SEVEN OF MY PROTOCOL BOOK NUMBER THIRTEEN OF THE CURRENT YEAR, AT THE REQUEST OF MIS XXXXXXXX XXXXXXXX DAMHA, THE FIRST AUTHENTICATED COPY OF SEVEN PAGES THAT I SIGN, SEAL AND INITIAL IN THE CITY OF MANAGUA, AT THREE THIRTY IN THE AFTERNOON OF APRIL TEN OF THE YEAR TWO THOUSAND SIX” Signature and Notary seal of XXXXXXXX XXXXXXX QUEDA XXXX, II. WITNESS PUBLIC DEED NUMBER TWO HUNDRED THIRTY SIX (236). TRANSLATION OF THE DOCUMENT. In the city of Managua, Republic of Nicaragua, at eight o’clock in the morning of December ten of the year two thousand eight, before me, XXXXXXX XXXXXX XXXXXXXX XXXXXXX, attorney and Notary Public for the Republic of Nicaragua, with domicile and residence in this city, duly authorized to act before the Supreme Court during the five year period that expires on September nineteen two thousand nine, appear Mr. Favio Xxxxx Xxxxxx Xxxxx, of age, single, attorney, with domicile and residence in this city of Managua, identified through identification card number zero zero one dash one six zero six eight zero dash zero three L (001-160680-0073L) and Ms. Xxx Xxxxxxx Xxxxxxxx Xxxxxxxx, of age, single, student, with domicile and residence in this city of Managua, identified through identification card number eight eight eight dash one three zero one eight six dash zero zero zero one M (888-130186-001M). I swear to personally know the appearing parties and that in my judgment they have the necessary legal civil capacity to bind and to contract, and especially to execute this instrument, in their own name and representation. The first appearing party, Xxxxx Xxxxx Xxxxxx Xxxxx speaks and says: FIRST: that he is in possession of a Certificate issued by the Secretary of the Board of Directors of Infinity Energy Resources, Inc, an American company constituted in accordance with the laws of the state of Delaware of the United States of America, which contains, as an Annex, a Resolution of the Board of Directors associated with the negotiation and execution of some Nicaraguan Concession Agreements, as well as a Special power of Attorney on behalf of Xx. Xxxxxxx Xxxxxxxx and Xx. Xxxxxxx Xxxx. Such Certificate, as well as the Notarial Certificate and two authentic copies of the same are in English; therefore, through this Instrument it is requested that a Notarial translation be provided of the documents that are in English into Spanish through an interpreter, so that such Certificate and its annexes, that is, the Resolution of the Board of Directors and the Special Power of Attorney already mention may be valid in the republic of Nicaragua. In accordance with article five of law number one hundred thirty nine, “LAW THAT GIVES GREATER POWER TO THE INSTITUTION OF NOTARY PUBLIC” and article one thousand one hundred thirty two of the Code of Civil Procedure of the Republic of Nicaragua, the undersigned notary proceeds with the mentioned translation through an interpreter. To this end, based on the mentioned law, the undersigned notary, with more than ten years in office as described in the previous instrument and each one having acknowledged that he executed the same by the authority conferred unto him, hereby signs and places his official seal on it. Signature (illegible). My commission expires on August twenty nine of the year two thousand nine. (seal) XXXXXXX X. XXXXXX, Notary Public in and for the State of Kansas. My commission expires on August twenty nine of the year two thousand nine. (iii) Certificate from the Secretary of State of the State of Kansas: “STATE OF KANSAS. Office of the Secretary of State. Xxx Xxxxxxxxxx (seal: Great Seal of the State of Kansas, January twenty nine 1861. To all who see this document, Greetings: I, Xxx Xxxxxxxxxx, Secretary of State for the State of Kansas, hereby certify that the files in my office show that on August twenty nine of the year two thousand five XXXXXXX X. XXXXXX was a Notary Public in and for the State of Kansas, with her commission expiring on August 29, 2009 and that, as Notary Public, all the official acts are fully valid. I further certify that said Notary Public is authorized by the laws of the State of Kansas to give oaths, acknowledgments and perform any other official duty. In witness whereof, I hereby sign and authorize my seal of office to be affixed hereto. In the city of Topeka, on November twelve of the year two thousand eight. (Seal: SECRETARY OF STATE FOR THE STATE OF KANSAS). Signature (illegible). XXX XXXXXXXXXX, Secretary of State.” (iv) Certificate from the Office of the Governor of the State of Kansas: STATE OF KANSAS (seal) Office of the Governor. I, XXXXXXXX XXXXXXXX, Governor of the State of Kansas, hereby certify that XXX XXXXXXXXXX is the Secretary of State for the State of Kansas, duly elected and qualified; that the signature on the certificate is his authentic signature and that said certificate and witness are in agreement and official. IN WITHNESS WHEREOF, I have subscribed my name and authorized that the Great Seal of the State be affixed: on November twelve of the year two thousand eight (signature: illegible) Governor (v) Annex A Resolution of the Board of Directors: “ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF INFINITY ENERGY RESOURCES, INC. On November six, 2008, in accordance with Section one hundred forty one of the General Law of Companies of Delaware and its amendments, the undersigned, all members of the Board of Directors (“Board) of Infinity Energy Resources, Inc., a Delaware company, sign this instrument to show their consent to execute the actions described in this document and the adoption of the following preambles and resolutions without holding a meeting: Negotiation and Execution of the Nicaraguan Concession Contracts Considering that the Concession Contracts (as defined below) have been approved by the North Atlantic Autonomous Region and the South Atlantic Region; Considering that the Board of Directors of the Company has determined that it feasible and in the best interest of the Company to delegate the authority to Messrs Xxxx and Xxxxxxxx Xxxxxxxxxxxxx to approve, negotiate and execute the Concession Contracts as deemed convenient; THEREFORE, it is resolved that Xxxxxxx Xxxxxx Xxxx, of age, married, businessman, domiciled in Chanute, Kansas, identified through the United States Passport number Z eight four, one, one, five, two, four (Z8411524) as President of the Board of Directors and Executive Officer of the Company, be and hereby is authorized to approve the form, terms and provisions, and negotiate and subscribe the PETROLEUM CONCESSION CONTRACT BETWEEN THE STATE OF NICARAGUA AND INFINITY for (i) the area of Perlas, granted to the company in accordance with Resolution thirty nine dash zero two dash two thousand six (39-02-2006) (the “Perlas Contract”) and (ii) the area of Tyra, granted to the Company in accordance with Resolution thirty eight dash zero two two thousand six (38-02-2006) (the “Tyra contract”) together with the Perlas Contract, the “Concession Contracts”); both Resolutions were issued by the INSTITUTO NICARAGUENSE DE ENERGIA (INE) and both contracts were approved by the North Atlantic Autonomous Regional Council and the South Atlantic Autonomous Regional Council and any other act nece4ssary to carry out the negotiation and subscription of the Concession Contract; Furthermore, it is RESOLVED that if Xx. Xxxx is unable to negotiate and execute the Concession Contracts, alternatively, Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxxxxxxx, of age, single, attorney, identified through the identification card number zero, zero, one, dash, zero, seven, zero, eight, seven, eight, dash, zero, zero, six, zero B (001-070878-0060B) domiciled in this city of Managua, Republic of Nicaragua, is hereby authorized to (a) approve the form, terms and provision, and to negotiate and subscribe the Concession Contracts on behalf of the Company and (b) to execute any other act that is necessary to carry out the negotiation and execution of the mentioned Concession Contracts. IT IS FURTHER RESOLVED, that a Special Power-of-Attorney is granted on behalf of Messrs. Xxxx and Xxxxxxxx Xxxxxxxxxxxxx in the form of Annex A – General Authorization. RESOLVE that any and all acts of the officers previously performed or decided with respect to the preceding resolutions are hereby adopted, ratified and affirmed as acts authorized and approved by the Company, and FINALLY: RESOLVE that the officers and directors are and each one hereby is authorized and guided by and on behalf of the Company to execute all documents and carry out all actions they deem necessary, appropriate or recommended to perform the objectives of each of the preceding resolutions. The actions taken by this agreement will have the same strength and effect as if they had been taken by the undersigned in a Board of Directors meeting, duly called and constituted in accordance with the By-laws and the Articles of Association of the Company. This agreement can be executed in duplicate copies through signature by facsimile and a signature through facsimile will be deemed an original signature. IN WITNESS WHEREOF the undersigned have executed this Unanimous Agreement as of November six (6) 2008. (F) illegible: Xxxxxxx X. Xxxx (F ) illegible: Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx.

Legible. Lic. Xxxxx Xxxxxxxx Xxxxx Xxxxxx. Director of consular Services. Seal: Ministry of Foreign relations, Managua, Nicaragua.” So expressed the appearing parties, well instructed by me, Notary Public, concerning the object, value and legal effect of this document, the general clauses that ensure its validity, the special clauses it contains and those that address waivers and implicit and explicit stipulations. This Deed was read by me, Notary Public, to the appearing parties, who agree, approve, ratify and sign it along with me, who swears to all. (F) Xxxxxxxx Xxxxxxxx D. (f) Xxxxxxx Xxxxxxx Xxxxxxxx V. (f) Boanerge Ojeada B. - THE FRONT PAGE NUMBER FORTY SEVEN IS PASSED ON TO PAGE FIFTY SEVEN OF MY PROTOCOL BOOK NUMBER THIRTEEN OF THE CURRENT YEAR, AT THE REQUEST OF MIS XXXXXXXX XXXXXXXX DAMHA, THE FIRST AUTHENTICATED COPY OF SEVEN PAGES THAT I SIGN, SEAL AND INITIAL IN THE CITY OF MANAGUA, AT THREE THIRTY IN THE AFTERNOON OF APRIL TEN OF THE YEAR TWO THOUSAND SIX” Signature and Notary seal of XXXXXXXX XXXXXXX QUEDA XXXX, II. WITNESS PUBLIC DEED NUMBER TWO HUNDRED THIRTY SIX (236). TRANSLATION OF THE DOCUMENT. In the city of Managua, Republic of Nicaragua, at eight o’clock in the morning of December ten of the year two thousand eight, before me, XXXXXXX XXXXXX XXXXXXXX XXXXXXX, attorney and Notary Public for the Republic of Nicaragua, with domicile and residence in this city, duly authorized to act before the Supreme Court during the five year period that expires on September nineteen two thousand nine, appear Mr. Favio Xxxxx Xxxxxx Xxxxx, of age, single, attorney, with domicile and residence in this city of Managua, identified through identification card number zero zero one dash one six zero six eight zero dash zero three L (001-160680-0073L) and Ms. Xxx Xxxxxxx Xxxxxxxx Xxxxxxxx, of age, single, student, with domicile and residence in this city of Managua, identified through identification card number eight eight eight dash one three zero one eight six dash zero zero zero one M (888-130186-001M). I swear to personally know the appearing parties and that in my judgment they have the necessary legal civil capacity to bind and to contract, and especially to execute this instrument, in their own name and representation. The first appearing party, Xxxxx Xxxxx Xxxxxx Xxxxx speaks and says: FIRST: that he is in possession of a Certificate issued by the Secretary of the Board of Directors of Infinity Energy Resources, Inc, an American company constituted in accordance with the laws of the state of Delaware of the United States of America, which contains, as an Annex, a Resolution of the Board of Directors associated with the negotiation and execution of some Nicaraguan Concession Agreements, as well as a Special power of Attorney on behalf of Xx. Xxxxxxx Xxxxxxxx and Xx. Xxxxxxx Xxxx. Such Certificate, as well as the Notarial Certificate and two authentic copies of the same are in English; therefore, through this Instrument it is requested that a Notarial translation be provided of the documents that are in English into Spanish through an interpreter, so that such Certificate and its annexes, that is, the Resolution of the Board of Directors and the Special Power of Attorney already mention may be valid in the republic of Nicaragua. In accordance with article five of law number one hundred thirty nine, “LAW THAT GIVES GREATER POWER TO THE INSTITUTION OF NOTARY PUBLIC” and article one thousand one hundred thirty two of the Code of Civil Procedure of the Republic of Nicaragua, the undersigned notary proceeds with the mentioned translation through an interpreter. To this end, based on the mentioned law, the undersigned notary, with more than ten years in office as described in the previous instrument and each one having acknowledged that he executed the same by the authority conferred unto him, hereby signs and places his official seal on it. Signature (illegible). My commission expires on August twenty nine of the year two thousand nine. (seal) XXXXXXX X. XXXXXX, Notary Public in and for the State of Kansas. My commission expires on August twenty nine of the year two thousand nine. (iii) Certificate from the Secretary of State of the State of Kansas: “STATE OF KANSAS. Office of the Secretary of State. Xxx Xxxxxxxxxx (seal: Great Seal of the State of Kansas, January twenty nine 1861. To all who see this document, Greetings: I, Xxx Xxxxxxxxxx, Secretary of State for the State of Kansas, hereby certify that the files in my office show that on August twenty nine of the year two thousand five XXXXXXX X. XXXXXX was a Notary Public in and for the State of Kansas, with her commission expiring on August 29, 2009 and that, as Notary Public, all the official acts are fully valid. I further certify that said Notary Public is authorized by the laws of the State of Kansas to give oaths, acknowledgments and perform any other official duty. In witness whereof, I hereby sign and authorize my seal of office to be affixed hereto. In the city of Topeka, on November twelve of the year two thousand eight. (Seal: SECRETARY OF STATE FOR THE STATE OF KANSAS). Signature (illegible). XXX XXXXXXXXXX, Secretary of State.” (iv) Certificate from the Office of the Governor of the State of Kansas: STATE OF KANSAS (seal) Office of the Governor. I, XXXXXXXX XXXXXXXX, Governor of the State of Kansas, hereby certify that XXX XXXXXXXXXX is the Secretary of State for the State of Kansas, duly elected and qualified; that the signature on the certificate is his authentic signature and that said certificate and witness are in agreement and official. IN WITHNESS WHEREOF, I have subscribed my name and authorized that the Great Seal of the State be affixed: on November twelve of the year two thousand eight (signature: illegible) Governor (v) Annex A Resolution of the Board of Directors: “ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF INFINITY ENERGY RESOURCES, INC. On November six, 2008, in accordance with Section one hundred forty one of the General Law of Companies of Delaware and its amendments, the undersigned, all members of the Board of Directors (“Board) of Infinity Energy Resources, Inc., a Delaware company, sign this instrument to show their consent to execute the actions described in this document and the adoption of the following preambles and resolutions without holding a meeting: Negotiation and Execution of the Nicaraguan Concession Contracts Considering that the Concession Contracts (as defined below) have been approved by the North Atlantic Autonomous Region and the South Atlantic Region; Considering that the Board of Directors of the Company has determined that it feasible and in the best interest of the Company to delegate the authority to Messrs Xxxx and Xxxxxxxx Xxxxxxxxxxxxx to approve, negotiate and execute the Concession Contracts as deemed convenient; THEREFORE, it is resolved that Xxxxxxx Xxxxxx Xxxx, of age, married, businessman, domiciled in Chanute, Kansas, identified through the United States Passport number Z eight four, one, one, five, two, four (Z8411524) as President of the Board of Directors and Executive Officer of the Company, be and hereby is authorized to approve the form, terms and provisions, and negotiate and subscribe the PETROLEUM CONCESSION CONTRACT BETWEEN THE STATE OF NICARAGUA AND INFINITY for (i) the area of Perlas, granted to the company in accordance with Resolution thirty nine dash zero two dash two thousand six (39-02-2006) (the “Perlas Contract”) and (ii) the area of Tyra, granted to the Company in accordance with Resolution thirty eight dash zero two two thousand six (38-02-2006) (the “Tyra contract”) together with the Perlas Contract, the “Concession Contracts”); both Resolutions were issued by the INSTITUTO NICARAGUENSE DE ENERGIA (INEMEM) and both contracts were approved by the North Atlantic Autonomous Regional Council and the South Atlantic Autonomous Regional Council and any other act nece4ssary to carry out the negotiation and subscription of the Concession Contract; Furthermore, it is RESOLVED that if Xx. Xxxx is unable to negotiate and execute the Concession Contracts, alternatively, Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxxxxxxx, of age, single, attorney, identified through the identification card number zero, zero, one, dash, zero, seven, zero, eight, seven, eight, dash, zero, zero, six, zero B (001-070878-0060B) domiciled in this city of Managua, Republic of Nicaragua, is hereby authorized to (a) approve the form, terms and provision, and to negotiate and subscribe the Concession Contracts on behalf of the Company and (b) to execute any other act that is necessary to carry out the negotiation and execution of the mentioned Concession Contracts. IT IS FURTHER RESOLVED, that a Special Power-of-Attorney is granted on behalf of Messrs. Xxxx and Xxxxxxxx Xxxxxxxxxxxxx in the form of Annex A – General Authorization. RESOLVE that any and all acts of the officers previously performed or decided with respect to the preceding resolutions are hereby adopted, ratified and affirmed as acts authorized and approved by the Company, and FINALLY: RESOLVE that the officers and directors are and each one hereby is authorized and guided by and on behalf of the Company to execute all documents and carry out all actions they deem necessary, appropriate or recommended to perform the objectives of each of the preceding resolutions. The actions taken by this agreement will have the same strength and effect as if they had been taken by the undersigned in a Board of Directors meeting, duly called and constituted in accordance with the By-laws and the Articles of Association of the Company. This agreement can be executed in duplicate copies through signature by facsimile and a signature through facsimile will be deemed an original signature. IN WITNESS WHEREOF the undersigned have executed this Unanimous Agreement as of November six (6) 2008. (F) illegible: Xxxxxxx X. Xxxx (F ) illegible: Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx.