Cygnus Oil & Gas Corp Sample Contracts

EXHIBIT 2.1 STOCK PURCHASE AGREEMENT BY AND BETWEEN TOUCHSTONE RESOURCES, LTD.
Stock Purchase Agreement • April 15th, 2004 • Coffee Exchange Inc • Retail-eating places • Delaware
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OPERATING AGREEMENT OF MAVERICK BASIN EXPLORATION, LLC
Operating Agreement • August 30th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places • Delaware
STOCK OPTION AGREEMENT UNDER THE TOUCHSTONE RESOURCES USA, INC. 2005 STOCK INCENTIVE PLAN
Agreement • October 6th, 2005 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • Delaware
RECITALS
Stock Redemption Agreement • March 30th, 2004 • Coffee Exchange Inc • Retail-eating places • California
RECITALS
Agreement and Plan of Merger • May 24th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places
EXHIBIT 10.6 INTEREST PURCHASE AGREEMENT BY AND BETWEEN TOUCHSTONE LOUISIANA, INC.
Interest Purchase Agreement • May 24th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places • Texas
AMENDMENT TO THE OPERATING AGREEMENT OF MAVERICK BASIN EXPLORATION, LLC
The Operating Agreement • August 30th, 2004 • Touchstone Resources Usa, Inc. • Retail-eating places

THIS AMENDMENT to the Operating Agreement of MAVERICK BASIN EXPLORATION, LLC, a Delaware Limited Liability Company, ("Operating Agreement") is entered into and shall be effective this 14th day of July, 2004, among Touchstone Resources USA, Inc. ("Touchstone") (The "Withdrawing Class A Member" and the "Initial Class B Member"), PHT Gas, LLC ("PHT") (the "Initial Class C Member") and South Oil, Inc. ("South Oil") (the "Additional Class A Member") (collectively the "Members").

Units Comprised of Common Stock and Warrants CONFIDENTIAL
Securities Purchase Agreement • January 30th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 6th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 4, 2006, by and among Touchstone Resources USA Inc., a Delaware corporation, with headquarters located at 1600 Smith Street, Suite 5100, Houston, Texas 77002 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

ASSIGNMENT AND TRANSFER AGREEMENT
Consulting Services Agreement • April 18th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • Texas
EMPLOYMENT AGREEMENT
Employment Agreement • July 27th, 2005 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • Texas

THIS AGREEMENT (the "Agreement") dated July 13, 2005 by and between Touchstone Resources USA, Inc., a Delaware corporation (the "Company"), and Roger Abel (the "Executive").

TOUCHSTONE RESOURCES USA, INC. March ___, 2006
Touchstone Resources • April 6th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • New York

In connection with the issuance of the Common Stock, par value $0.001 per share, of the Company (each a “Security” and collectively, the “Securities”) pursuant to the Securities Purchase Agreement entered by and among the Company and the investors named on the Schedule of Buyers attached thereto (the “Buyers”), on March ___, 2006 (the “Securities Purchase Agreement”), the undersigned agrees that, commencing on the date hereof and during the period specified below (the “Lock-Up Period"), the undersigned will not offer, sell, contract to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any share

VOTING AGREEMENT
Voting Agreement • April 6th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • New York

VOTING AGREEMENT, dated as of March ___, 2006 (this “Agreement”), by and among Touchstone Resources USA, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto under the heading “Stockholders” (each a “Stockholder” and collectively, the “Stockholders”).

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DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of April 10, 2007 among CYGNUS OIL AND GAS CORPORATION, CYGNUS TEXAS PROPERTIES, INC., CYGNUS OKLAHOMA, LLC, CYGNUS NEW ZEALAND, INC., CYGNUS LOUISIANA, INC., CYGNUS MISSISSIPPI, LLC, CYGNUS OKLAHOMA...
Possession Credit Agreement • April 16th, 2007 • Cygnus Oil & Gas Corp • Crude petroleum & natural gas • New York

This DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of April , 2007 (this "Agreement"), is made by and among CYGNUS OIL AND GAS CORPORATION, as a debtor and a debtor-in-possession, a Delaware corporation ("Cygnus"), Cygnus Texas Properties, Inc., as a debtor and a debtor-in-possession, a Delaware corporation ("Texas"), Cygnus Oklahoma, LLC, as a debtor and a debtor-in-possession, a Delaware limited liability company ("Oklahoma"), Cygnus New Zealand, Inc., as a debtor and a debtor-in-possession, a Delaware corporation ("New Zealand"), Cygnus Louisiana, Inc., as a debtor and a debtor-in-possession, a Delaware corporation ("Louisiana"), Cygnus Mississippi, LLC, as a debtor and a debtor-in-possession, a Delaware limited liability company ("Mississippi"), Cygnus Oklahoma Operating, LLC, as a debtor and a debtor-in-possession, a Delaware limited liability company ("Operating"), Cygnus Operator, Inc., as a debtor and a debtor-in-possession, a Delaware corporation ("Operator," and collectively

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 6th, 2006 • Touchstone Resources Usa, Inc. • Crude petroleum & natural gas • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 4, 2006, by and among Touchstone Resources USA, Inc., a Delaware corporation, with headquarters located at 1600 Smith Street, Suite 5100, Houston, Texas 77002 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

Securities Purchase Agreement Units Comprised of Common Stock and Warrants to Acquire Common Stock CONFIDENTIAL
Securities Purchase Agreement • July 3rd, 2006 • Cygnus Oil & Gas Corp • Crude petroleum & natural gas • Delaware

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated , 2004, by and between TOUCHSTONE RESOURCES USA, INC., a Delaware corporation (the “Company”), and the purchaser or purchasers identified on the signature page hereof (“Purchaser”).

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