Energas Resources Inc Sample Contracts

Energas Resources Inc – PROMISSORY NOTE (August 2nd, 2006)

PROMISSORY NOTE FACE AMOUNT $650,000 PRICE $550,000 INTEREST RATE 0% per month NOTE NUMBER July-2006-101 ISSUANCE DATE July 26, 2006 MATURITY DATE July 26, 2007 FOR VALUE RECEIVED, Energas Resources, Inc., a Delaware corporation, and all of its subsidiaries (the "Company") (OTC BB: EGSR) hereby promises to pay to the order of DUTCHESS PRIVATE EQUITIES FUND, L.P. (collectively, the "Holder") by the Maturity Date, or earlier, the Face Amount of Six Hundred and Fifty Thousand Dollars ($650,000) U.S., (this "Note") in such amounts, at such times and on such terms and conditions as are specified herein (sometimes hereinafter the Company and the Holder are referred to collectively as "the Parties"). Any capitalized term not defin

Energas Resources Inc – INVESTMENT AGREEMENT (September 28th, 2004)

EXHIBIT 10.11 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of September 20, 2004, by and between Energas Resources, Inc., a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, II, L.P., a Delaware limited partnership (the "Investor"). Whereas, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to $10,000,000 to purchase the Company's Common Stock, $0.001 par value per share (the "Common Stock"); Whereas, such investments will be made in reliance upon the provisions of Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of Regulation D, and the rules and regulations promulgated thereunder, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of

Energas Resources Inc – REGISTRATION RIGHTS AGREEMENT (September 28th, 2004)

EXHIBIT 10.12 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "Agreement"), dated as of September 20, 2004, by and between Energas Resources, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at Energas Resources, Inc., 800 Northeast 63rd Street, Oklahoma City, Oklahoma, 73105, (the "Company"), and Dutchess Private Equities Fund, II, L.P., a Delaware limited partnership with its principal office at 312 Stuart Street, Boston, MA 02116 (the "Holder"). Whereas, in connection with the Investment Agreement by and between the Company and the Investor of even date herewith (the "Investment Agreement"), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company's Common Stock, $0.001 par value per share (the "Common Stock"), to be purchased pursuant to the terms and su

Energas Resources Inc – INVESTMENT AGREEMENT (September 22nd, 2004)

EXHIBIT 10.11 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of September 20, 2004, by and between Energas Resources, Inc., a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, II, L.P., a Delaware limited partnership (the "Investor"). Whereas, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to $10,000,000 to purchase the Company's Common Stock, $0.001 par value per share (the "Common Stock"); Whereas, such investments will be made in reliance upon the provisions of Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of Regulation D, and the rules and regulations promulgated thereunder, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of

Energas Resources Inc – REGISTRATION RIGHTS AGREEMENT (September 22nd, 2004)

EXHIBIT 10.12 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "Agreement"), dated as of September 20, 2004, by and between Energas Resources, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at Energas Resources, Inc., 800 Northeast 63rd Street, Oklahoma City, Oklahoma, 73105, (the "Company"), and Dutchess Private Equities Fund, II, L.P., a Delaware limited partnership with its principal office at 312 Stuart Street, Boston, MA 02116 (the "Holder"). Whereas, in connection with the Investment Agreement by and between the Company and the Investor of even date herewith (the "Investment Agreement"), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company's Common Stock, $0.001 par value per share (the "Common Stock"), to be purchased pursuant to the terms and su

Energas Resources Inc – STOCK BONUS PLAN (October 10th, 2003)

EXHIBIT 4.3 ENERGAS RESOURCES, INC. STOCK BONUS PLAN l. Purpose. The purpose of this Stock Bonus Plan is to advance the interests of Energas Resources, Inc. (the "Company") and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business, to acquire and retain a proprietary interest in the Company by ownership of its stock, to keep personnel of experience and ability in the employ of the Company and to compensate them for their contributions to the growth and profits of the Company and thereby induce them to continue to make such contributions in the future. 2. Definitions. A. "Board" shall mean the board of directors of the Company. B. "Committee" means the directors

Energas Resources Inc – INCENTIVE STOCK OPTION PLAN (October 10th, 2003)

EXHIBIT 4.1 ENERGAS RESOURCES, INC. INCENTIVE STOCK OPTION PLAN 1. Purpose. The purpose of the Incentive Stock Option Plan (the "Plan") is to advance the interests of Energas Resources, Inc. and any subsidiary corporation (hereinafter referred to as the "Company") and all of its shareholders, by strengthening the Company's ability to attract and retain in its employ individuals of training, experience, and ability, and to furnish additional incentive to officers and valued employees upon whose judgment, initiative, and efforts the successful conduct and development of its business largely depends, by encouraging such officers and employees to become owners of capital stock of the Company. This will be effected through the granting of stock options as herein provided, which options are intended to qualify as "Incentive Stock Options" within the meaning of Section 4

Energas Resources Inc – NON-QUALIFIED STOCK OPTION PLAN (October 10th, 2003)

EXHIBIT 4.2 ENERGAS RESOURCES, INC. NON-QUALIFIED STOCK OPTION PLAN l. Purpose. This Non-Qualified Stock Option Plan (the "Plan") is intended to advance the interests of Energas Resources, Inc. (the "Company") and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business, to acquire and retain a proprietary interest in the Company by ownership of its stock. Options granted under the Plan are intended to be Options which do not meet the requirements of Section 422 of the Internal Revenue Code of 1954, as amended (the "Code"). 2. Definitions. (a) "Board" means the Board of Directors of the Company. (b) "Committee" means the directors duly appointed to administer the Plan. (c)

Energas Resources Inc – PROMISSORY NOTE (August 7th, 2002)

EXHIBIT 10.16 ENERGAS RESOURCES INC. 800 N.E. 63rd, 3rd Floor Okla. City, OK 73105-6412 (405) 879-1752 Fax (405)879-0175 PROMISSORY NOTE The undersigned, for value received, promises to pay to the order of Mankato Investments, LLC, the sum of $60,000.00, without interest, on or before May 13, 2002. Payment is to be made to Mankato Investments, LLC at 1230 E. Main St., Mankato, MN 56002. In the event action is necessary to enforce this note, the undersigned agrees to pay to the holder hereof its reasonable attorney's fees in bringing such action. DATED this 13th day of November, 2000. ENERGAS RESOURCES INC. By: /s/ George G. Shaw ---------------------------------------- George G. Shaw, President

Energas Resources Inc – PROMISSORY NOTE (August 7th, 2002)

EXHIBIT 10.13 ENERGAS RESOURCES INC. 800 NE 63rd Street Oklahoma City, OK 73105 PROMISSORY NOTE The undersigned, for value received, promises to pay to the order of Craig and Karen Aubuchon, the sum of $25,000.00 plus interest @ 10% per annum on or before August 25, 2000. Payment is to be made to Craig and Karen Aubuchon at #46 Muirfield, St. Louis, Missouri 63141. In the event action is necessary to enforce this note, the undersigned agrees to pay to the holder hereof its reasonable attorney's fees in bringing such action. Dated this 25th day of May, 2000. Energas Resources Inc. By: /s/ George G. Shaw ---------------------------------------- George G. Shaw, President /s/ George G. Shaw -------------------------------------------- George G. Shaw, Personally

Energas Resources Inc – CORPORATE PROMISSORY NOTE (August 7th, 2002)

EXHIBIT 10.14 CORPORATE PROMISSORY NOTE $50,000 U.S. dollars Date: June 2, 2000 FOR VALUE RECEIVED Energas Resources, Inc. (EEG) and George G. Shaw, the undersigned, jointly and severally, promise to pay to Mark Swan Trust C/O Carl W. Swan, or order, the principal sum of fifty-six thousand-two hundred and fifty ($56,250) dollars, which includes an interest payment of six thousand- two hundred and fifty ($6,250) dollars, at the rate of twenty- five percent (25%) per annum, and a principal payment of Fifty thousand dollars ($50,000), both principal and interest payable in lawful money of the United States of America. In addition to the interest paid, EEG shall provide upon funding fifty thousand (50,000) warrants for EEG common stock priced at U.S. $1.00 per share with each warrant representing one share. The effective date of this note is June 2, 2000. The closing date of thi

Energas Resources Inc – LOAN AGREEMENT (August 7th, 2002)

EXHIBIT 10.15 LOAN AGREEMENT THIS AGREEMENT is executed this 13th day of February, 1999 by ENERGAS RESOURCES, INC. ("Energas"), a British Columbia, Canada, corporation and MANKTO INVESTMENTS, L.L.C. ("Mankato"), an Oklahoma limited liability company. Recitals (a) Energas is engaged in the oil and gas exploration business and has expertise in developing oil and gas drilling prospects. (b) Mankato desires to advance funds to Energas so that Energas may develop and acquire oil and gas drilling prospects, all as set forth in this agreement. Agreement 1. Advance of Funds. ---------------- 1.1 From time to time upon execution of this agreement, Mankato shall advance to Energas sums of money for Energas to use as it sees fit for geological, geophysical, land,

Energas Resources Inc – Lease Description: (October 19th, 2001)

EXHIBIT 10.12 -------------------------------------------------------------------------------- 30-Dec-96 Conoco Inc. 6855 So. Havana Street Suite 620 Englewood, Colorado 80112 Energas Corporation 6003 N. Robinson Oklahoma City, Oklahoma 73118-7425 Attn: Mr. George Shaw Lease Description: 2-36 Finley State Section: 25, Township: 41N, Range 64W Niobrara County, Wyoming This letter confirms your agreement to sell and Conoco Inc.'s ("Conoco") agreement to purchase the crude oil and/or condensate ("Oil") production from this subject lease(s). Price and Custody Transfer Conoco Inc. will purchase, at the lease tanks, the allowable marketable crude oil and/or condensate from the lea

Energas Resources Inc – GAS GATHERING AGREEMENT (October 19th, 2001)

EXHIBIT 10.9 GAS GATHERING AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into this 1st day of July, 1992 with an effective date retroactive to October 1, 1991, is executed by and between ENERGAS PIPELINE COMPANY, INC. ("Pipeline"), an Oklahoma Corporation, and A T GAS GATHERING SYSTEMS, INC. ("A T"), an Oklahoma Corporation. WHEREAS, "A T", a wholly owned subsidiary of Energas Resources Inc., a British Columbia, Canada Corporation, is the owner of the gathering system pipeline situated in Sections 25, 26 and 34, T1N, R14E in Atoka County, Oklahoma and gathering the gas from the following wells: the Gamble 1-25, Wyrick 1-26, Wyrick 2-26 and the Rose 1-34, and; WHEREAS, "Pipeline" is the gas marketer and operator of the gathering system, gathering gas from the Gamble 1-25, Wyrick 1-26, wyrick 2-26 and Otto Rose 1-34 and delivering the gas to the COP (

Energas Resources Inc – INDEX I. REPRESENTATIONS OF SELLER . . . . . . . . . . . . . . . . . . . . 2 II. COMMITMENT OF SELLER'S GAS . . . . . . . . . . . . . . . . . . . 2 III. PIPELINE GATHERING SYSTEM, POINT(S) OF DELIVERY . . . . . . . . . 2 IV. QUANTITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 V. GENERAL TERMS AND CONDITIONS. . . . . . . . . . . . . . . . . . . 3 VI. PRICE AND REVENUE DISTRIBUTION. . . . . . . . . . . . . . . . . . 3 VII. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 VIII. TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 IX. MISCELLANEOUS . (October 19th, 2001)

EXHIBIT 10.10 GAS PURCHASE AGREEMENT BETWEEN PANENERGY FIELD SERVICES, INC., A COLORADO CORPORATION AND ENERGAS PIPELINE COMPANY, AN OKLAHOMA CORPORATION

Energas Resources Inc – PROMISSORY NOTE (October 19th, 2001)

EXHIBIT 10.6 CONVERTIBLE PROMISSORY NOTE $[PRINCIPAL AMOUNT] November 15, 2000 FOR VALUE RECEIVED, the undersigned ENERGAS RESOURCES INC. ("Energas") promises to pay to [NAME OF PAYEE] ("Payee") at [ADDRESS], or at such other place as Payee may direct in writing, the aggregate principal sum of [PRINCIPAL AMOUNT]Dollars ($[PRINCIPAL AMOUNT), subject to being reduced as set forth in Paragraph 6 of that certain Stock Purchase Agreement, dated August 26, 2000 between Energas and Payee and others, as amended by Amendment to Stock Purchase Agreement, dated September 23, 2000 between the same parties, as amended by Second Amendment to Stock Purchase Agreement, dated October 30, 2000 between the same parties, and as amended by Third Amendment to Stock Purchase Agreement, dated November 8, 2000 be

Energas Resources Inc – GAS PURCHASE AGREEMENT (October 19th, 2001)

EXHIBIT 10.7 GAS PURCHASE AGREEMENT THIS AGREEMENT made and entered into this 1st day of March 1991, but with an effective date to be retroactive to October 1, 1990, by and between ENERGAS CORPORATION ("Seller") and ENERGAS PIPELINE COMPANY ("Buyer") concerns the sale of natural gas by Seller to Buyer as follows: I. NATURE OF SERVICE 1.1 The parties hereto recognize that the sale and purchase of gas hereunder will be contingent on the execution by Buyer and Seller of a PURCHASE NOMINATION NOTICE in the form attached hereto as Exhibit "A". It is expressly understood that Buyer shall have no right to purchase and Seller shall have no obligation to sell any gas under this Agreement unless there is a fully executed PURCHASE NOMINATION NOTICE in effect. The parties hereto further recognize that during any period in which a fully executed PURCHASE NOMINATION NOTICE is

Energas Resources Inc – ESCROW AGREEMENT (October 19th, 2001)

EXHIBIT 10.5 ESCROW AGREEMENT THIS AGREEMENT is executed this 8th day of November, 2000, by BANCFIRST, an Oklahoma banking corporation ("the Escrow Bank"), ENERGAS RESOURCES INC., a British Columbia, Canada corporation ("Energas"), and LARRY G. JORDAN, JIM and BILLIE BAKER, KEITH D. MENEES, WILLARD L. and JEANNE O'DANIEL, JAMES W. and LAVADA GREER LIVING TRUST, JACK and MARIE SELLERS, and MARK R. HOY, herein referred to, individually, as "Seller" and, collectively, as "Sellers", and FIRST NATURAL GAS, INC. ("the Company"), an Oklahoma corporation. RECITALS (a) Attached hereto and made a part hereof as Exhibits A, B and C, respectively, are Stock Purchase Agreement, dated August 26, 2000, as amended by Amendment to Stock Purchase Agreement, dated September 23, 2000, as amended by Second Amendment to Stock Purchase Agreement, date

Energas Resources Inc – STOCK PURCHASE AGREEMENT (October 19th, 2001)

EXHIBIT 10.3 SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT THIS AGREEMENT is executed this 30th day of October, 2000, by LARRY G. JORDAN, individually, and on behalf of JIM and BILLIE BAKER, KEITH D. MENEES, WILLARD L. and JEANNE O'DANIEL, JAMES W. and LAVADA GREER LIVING TRUST, JACK and MARIE SELLERS, and MARK R. HOY ("Sellers") and ENERGAS RESOURCES INC. ("Energas"). RECITALS (a) By Stock Purchase Agreement dated August 26, 2000, as amended by Amendment to Stock Purchase Agreement dated September 23, 2000, Sellers agreed to sell and Energas agreed to buy all of the outstanding and issued shares of First Natural Gas, Inc. (b) The Agreement, as amended, provides that the closing of the sale shall occur on October 30, 2000. (c) Because of circumstances beyond the control of Sellers an

Energas Resources Inc – REGISTRATION RIGHTS AGREEMENT (October 19th, 2001)

EXHIBIT 4.8 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into this 18th day of July, 2001, by and between Energas Resources, Inc., a British Columbia corporation (the "Company"), and Clare L.L.C., an Illinois limited liability company ("Clare"). BACKGROUND. Clare has agreed to purchase 2,000,000 shares of the Company's common stock (the "Stock") and as a condition of such purchase the Company has agreed to provide certain registration rights to Clare in accordance with the terms set forth below. In consideration of the purchase of the Stock and the mutual covenants and agreements herein set forth, the parties to this Agreement hereby agree, subject to the terms and conditions hereinafter set forth, as follows: 1. DEFINITIONS. As used herein, unless the context otherwise requires, the following terms shall have the following respective meanings:

Energas Resources Inc – STOCK PURCHASE AGREEMENT (October 19th, 2001)

EXHIBIT 10.4 THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT THIS AGREEMENT is executed this 8th day of November, 2000, by LARRY G. JORDAN, JIM and BILLIE BAKER, KEITH D. MENEES, WILLARD L. and JEANNE O'DANIEL, JAMES W. and LAVADA GREER LIVING TRUST, JACK and MARIE SELLERS and MARK R. HOY, herein referred to, individually, as "Seller" and, collectively, as "Sellers", and ENERGAS RESOURCES INC., a British Columbia, Canada corporation, herein referred to as "Energas". RECITALS (a) By Stock Purchase Agreement dated August 26, 2000, as amended by Amendment to Stock Purchase Agreement dated September 23, 2000, as amended by Second Amendment to Stock Purchase Agreement dated October 30, 2000, herein referred to, collectively, as "the Agreement", Sellers agreed to sell and Energas agreed to buy all of the outstand

Energas Resources Inc – SELLER AMOUNT OF NOTE $388,554 Larry G. Jordan Jim and Billie Baker 37,950 Keith D. Menees 25,302 Willard L. and Jeanne O'Daniel 50,604 James W. and LaVada Greer Living Trust 81,324 Jack and Marie Sellers 12,648 Mark R. Hoy 3,618 Each note shall be payable twelve months from the date it is delivered to Seller and it shall provide for interest on the principal amount of 10% per annum. The promissory note shall also provide that the net income of the Company, calculated at the end of each calendar month shall be applied on the then interest due on the note with the balance of said monthly net in (October 19th, 2001)

EXHIBIT 10.2 AMENDMENT TO STOCK PURCHASE AGREEMENT THIS AMENDMENT is executed this 23RD day of September 2000. BETWEEN: LARRY G. JORDAN, JIM AND BILLIE BAKER, KEITH D. MENEES, WILLARD L. AND JEANNE O'DANIEL, JAMES W. AND LAVADA GREER LIVING TRUST, JACK AND MARIE SELLERS, AND MARK R. HOY (individually referred to as "Seller" and collectively called the "Sellers") AND: ENERGAS RESOURCES INC., a British Columbia, Canada corporation ("Energas") WHEREAS: (A) Under the date of August 26, 2000, Sellers and Energas executed a Stock Purchase Agreement (the "Agreement") under the terms of which Sellers agreed to sell and Energas agreed to buy all of the outstanding and issued shares ("Seller's Stock") of First Natural Gas, Inc. (the "Company"); (B) The Agreement, which is incorporated herein and made a part hereof by reference, is in full force and effect; and (C) Subsequent to the execution of the Agreement, Sellers and Energas have discovered that for regulatory compliance and/or to express th