Galaxy Investments Inc Sample Contracts

EXHIBIT 10.17
Participation Agreement • October 29th, 2003 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
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PURCHASE AND SALE AGREEMENT by and among TOWER COLOMBIA CORPORATION, NORTH FINN, LLC
Purchase and Sale Agreement • October 5th, 2004 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
EXHIBIT 10.4
Letter Agreement • March 17th, 2003 • Galaxy Investments Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Texas
ARTICLE I DEFINITIONS
Securities Purchase Agreement • June 26th, 2006 • Galaxy Energy Corp • Crude petroleum & natural gas • Colorado
RECITALS:
Forbearance Agreement • March 15th, 2007 • Galaxy Energy Corp • Crude petroleum & natural gas • Wyoming
EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT DATED MARCH 1, 2005 BETWEEN GALAXY ENERGY CORPORATION AND THE BUYERS NAMED THEREIN
Registration Rights Agreement • March 4th, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
OPTION AGREEMENT
Option Agreement • October 29th, 2003 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 2.1
Agreement and Plan of Reorganization • December 6th, 2002 • Galaxy Investments Inc • Mining & quarrying of nonmetallic minerals (no fuels)
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EXHIBIT 10.2
Share Acquisition Agreement • December 23rd, 2003 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Wyoming
SUBORDINATED UNSECURED PROMISSORY NOTE DATED MARCH 3, 2008
Galaxy Energy Corp • March 4th, 2008 • Crude petroleum & natural gas • Colorado

THIS SUBORDINATED UNSECURED PROMISSORY NOTE (THIS “NOTE”) AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF MARCH 3, 2008 (AS AMENDED, RESTATED SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) AMONG GALAXY ENERGY CORPORATION, THE SUBORDINATED CREDITORS NAMED THEREIN, THE LENDERS NAMED THEREIN, AND PROMETHEAN ASSET MANAGEMENT L.L.C., TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS PROMISSORY NOTE (EACH A “HOLDER”, AND COLLECTIVELY THE “HOLDERS”), BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

SUBORDINATION AGREEMENT DATED MARCH 3, 2008
Subordination Agreement • March 4th, 2008 • Galaxy Energy Corp • Crude petroleum & natural gas • New York

This SUBORDINATION AGREEMENT (this “Agreement”), dated as of March 3, 2008 is among GALAXY ENERGY CORPORATION, a Colorado corporation (“Borrower”), DOLPHIN ENERGY CORPORATION, a Nevada corporation, and PANNONIAN INTERNATIONAL, LTD., a Colorado corporation (each such corporation, including Borrower, and together with each other obligor who becomes a party to this Agreement each an “Obligor” and, together, “Obligors”), BRUNER FAMILY TRUST UTD MARCH 28, 2005 (“Bruner Trust”, together with any transferees or holders from time to time of the Subordinated Note (as defined below), each a “Subordinated Creditor”, and collectively the “Subordinated Creditors”), and HFTP INVESTMENTS LLC, PROMETHEAN II MASTER, L.P., PROMETHEAN I MASTER LTD., CAERUS PARTNERS LLC, AG OFFSHORE CONVERTIBLES, LTD., and LEONARDO, L.P., (collectively, and together with any transferees or holders from time to time of the Notes (as defined below), hereinafter, the “Lenders”), and PROMETHEAN ASSET MANAGEMENT L.L.C., a Dela

GUARANTY
Guaranty • August 20th, 2004 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 2.2
Purchase and Sale Agreement • March 1st, 2007 • Galaxy Energy Corp • Crude petroleum & natural gas
EXHIBIT 10.6
Third Extension Agreement • July 15th, 2003 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
WAIVER AND FIRST AMENDMENT TO 2004 NOTES AND WARRANTS WAIVER AND FIRST AMENDMENT TO 2004 NOTES AND WARRANTS
2004 Notes and Warrants • June 2nd, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS WAIVER AND FIRST AMENDMENT TO 2004 NOTES AND WARRANTS (this “Amendment”) is entered into as of May 31, 2005, by and among Galaxy Energy Corporation, a Colorado corporation (the “Company”), and the investors listed on the Schedule of Securities Holders attached hereto (collectively, the “Securities Holders”).

SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT DATED JULY 31, 2007
Purchase and Sale Agreement • August 1st, 2007 • Galaxy Energy Corp • Crude petroleum & natural gas

This SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is dated the 31st day of July, 2007, by and between Galaxy Energy Corporation (“Galaxy”), Dolphin Energy Corporation (hereinafter jointly referred to as “Seller” or “Party”) and PetroHunter Operating Company (“Buyer” or “Party”) and PetroHunter Energy Corporation. Buyer, Seller and PetroHunter Energy Corporation may be referred to herein collectively as “Parties”.

RECITALS:
Participation Agreement • March 4th, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
EXHIBIT 10.7
Participation Agreement • July 15th, 2003 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 10.1 ESCROW INSTRUCTIONS AND AGREEMENT DATED AS OF AUGUST 28, 2002
Escrow Instructions and Agreement • March 17th, 2003 • Galaxy Investments Inc • Mining & quarrying of nonmetallic minerals (no fuels)
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