True North Energy CORP Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2008 • True North Energy CORP • Crude petroleum & natural gas • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2008, by and among TRUE NORTH ENERGY CORPORATION, a Nevada corporation (the “Company”), and VALENS U.S. SPV I, LLC and VALENS OFFSHORE SPV II, CORP. (collectively, the “Purchasers”).

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STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York

This Stock Pledge Agreement (this “Agreement”), dated as of September 18, 2007, among Valens U.S. SPV I, LLC (the “Pledgee”), as agent for Purchasers (as defined in the Securities Purchase Agreement (as defined below)), True North Energy Corporation, a Nevada corporation (“TNEC”), and each of the other undersigned parties, if any, (other than the Pledgee and TNEC) (TNEC and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).

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Contract
True North Energy CORP • September 25th, 2007 • Crude petroleum & natural gas • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ICF ENERGY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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EXHIBIT 1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement") is made this 9th day of January, 2006 by and between Kevin Moe (the "Seller") and Massimiliano Pozzoni (the "Buyer"). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase...
Exhibit 1 Stock Purchase Agreement • January 23rd, 2006 • Ameriprint International Ltd. • Commercial printing • Nevada
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Contract
True North Energy CORP • September 25th, 2007 • Crude petroleum & natural gas • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TRUE NORTH ENERGY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF TRUE NORTH ENERGY CORPORATION (A Nevada corporation)
True North Energy CORP • December 17th, 2007 • Crude petroleum & natural gas • New York

FOR VALUE RECEIVED, True North Energy Corporation ("Company"), hereby certifies that ENERGY CAPITAL SOLUTIONS, LP, with an address at 1990 Post Oak Boulevard, Suite 2160, Houston, TX 77056 or his, her or its registered assigns ("Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at any time or from time to time during the three-year period commencing on September 19, 2007 and expiring on September 18, 2012, up to three hundred thousand (300,000) shares of common stock of the Company ("Common Stock"), at a purchase price of $0.48 per share. The number of shares of Common Stock purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Exercise Price," respectively.

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PARTICIPATION AGREEMENT RE: ZODIAC II PROSPECT, JEFFERSON DAVIS & CALCASIEU PARISHES, LOUISIANA
Participation Agreement • June 19th, 2006 • True North Energy CORP • Commercial printing • Texas

This Participation Agreement (“Agreement”) is made and entered into effective as of the 7th day of June, 2006 (“Effective Date”), by and between Bayou City Exploration, Inc. a Nevada Corporation (hereinafter “Company”) and True North Energy Corp. (hereinafter “Participant”). Company and Participant are sometimes hereinafter referred to, individually, as a “Party” and, collectively, as the “Parties”.

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AMENDED AND RESTATED SECURED TERM NOTE
Secured Term Note • April 4th, 2008 • True North Energy CORP • Crude petroleum & natural gas • New York

TRUE NORTH ENERGY CORPORATION, a Nevada corporation (“TNEC”), and ICF ENERGY CORPORATION, a Texas corporation (“ICF”, and together with TNEC, each a “Company” and collectively the “Companies”), executed and delivered a secured term note (the “Existing Note”) pursuant to that certain Securities Purchase Agreement dated as of September 18, 2007 (as amended, modified and/or supplemented from time to time, the “Purchase Agreement”), among Companies, the Holder (as defined below), any other Purchasers thereunder and the Holder, as agent for the Purchasers.

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FUNDS ESCROW AGREEMENT
Funds Escrow Agreement • April 4th, 2008 • True North Energy CORP • Crude petroleum & natural gas • New York

This Agreement (this “Agreement”) is dated as of the 31st day of March, 2008 among True North Energy Corporation, a Nevada corporation (“TNEC”), ICF Energy Corporation, a Texas corporation (“ICF”; and together with TNEC, the “Companies” and each a “Company”), Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV II, Corp, a Delaware corporation (“Valens Offshore”; and together with Valens U.S., collectively, the “Purchasers” and each a “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):

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CONSULTING AGREEMENT
Consulting Agreement • July 30th, 2008 • True North Energy CORP • Crude petroleum & natural gas • Texas

This CONSULTING AGREEMENT (the “Agreement”) is entered into as of June 30, 2008 by and between TRUE NORTH ENERGY CORPORATION, a Nevada corporation, with its principal offices at 2 Allen Center, 1200 Smith Street, Houston, TX 77002 (the “Company”) and PRIME NATURAL RESOURCES, INC. with an address at 2500 CityWest Blvd, Suite 1750, Houston, TX 77042 (“Prime”).

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SECURITIES PURCHASE AGREEMENT VALENS U.S. SPV I, LLC, as Agent with TRUE NORTH ENERGY CORPORATION and ICF ENERGY CORPORATION Dated: September 18, 2007
Securities Purchase Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 18, 2007, by and among TRUE NORTH ENERGY CORPORATION, a Nevada corporation (“TNEC”), ICF ENERGY CORPORATION, a Texas corporation (“ICF” and together with TNEC, each a “Company” and collectively the “Companies”), and VALENS U.S. SPV I, LLC, a Delaware limited liability company, as agent (the “Agent”), and the purchasers from time to time party hereto (the “Purchasers” and, together with the Agent, the “Creditor Parties”).

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NOTES AMENDMENT AGREEMENT
Notes Amendment Agreement • December 17th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York

Reference is made to (a) the Secured Term Note (the “Valens US Note”) dated September 18, 2007 made by True North Energy Corporation (the “Company”) and ICF Energy Corporation (“ICF”) in favor of Valens U.S. SPV I, LLC (“Valens US”) and (b) the Secured Term Note (the “Valens Offshore Note” and together with the Valens US Note, the “Notes” and each a “Note”) dated September 18, 2007 made by the Company and ICF in favor of Valens Offshore SPV II, Corp. (“Valens Offshore” and together with Valens US, the “Holders” and each a “Holder”). Capitalized terms used herein that are not defined shall have the meaning given to them in the Notes.

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AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • July 30th, 2007 • True North Energy CORP • Crude petroleum & natural gas

This Amendment to Executive Employment Agreement is made as of May 28, 2007 between True North Energy Corp., a Nevada corporation (the “Company”) and John Folnovic (the “Executive”).

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DEVELOPMENT AGREEMENT
Development Agreement • February 8th, 2007 • True North Energy CORP • Commercial printing • Louisiana

THIS DEVELOPMENT AGREEMENT (“Agreement”), made and entered into effective as of January 1, 2007 (the “Effective Date”), by and between BP AMERICA PRODUCTION COMPANY (“BP”), a Delaware corporation, with an office at 501 Westlake Park Boulevard, Houston, Texas 77079, and TRUE NORTH ENERGY CORP. (“Company”), a Nevada corporation, with an office at 1200 Smith Street, 16th Floor, Houston, Texas 77002 (individually, a “Party” and collectively, the “Parties”).

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DEVELOPMENT AGREEMENT
Development Agreement • October 10th, 2006 • True North Energy CORP • Commercial printing • Louisiana

THIS DEVELOPMENT AGREEMENT (“Agreement”), made and entered into effective as of October 1, 2006 (the “Effective Date”), by and between BP AMERICA PRODUCTION COMPANY (“BP”), a Delaware corporation, with an office at 501 Westlake Park Boulevard, Houston, Texas 77079, and TRUE NORTH ENERGY CORP. (“Company”), a Nevada corporation, with an office at 1200 Smith Street, 16th Floor, Houston, Texas 77002 (individually, a “Party” and collectively, the “Parties”).

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TRUE NORTH ENERGY CORP. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 6th, 2006 • True North Energy CORP • Commercial printing • Texas

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made between True North Energy Corp., a Nevada corporation and its affiliated companies (collectively referred to as the “Company"), and John Folnovic (“Executive”). Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement is effective as of the “Effective Date” set forth in Section 11 below.

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CONSULTING AGREEMENT
Consulting Agreement • August 29th, 2007 • True North Energy CORP • Crude petroleum & natural gas • Texas

This Consulting Agreement (the “Agreement”) is entered into as of the 15th day of April 2007 by and between True North Energy Corporation, a Nevada corporation, with its principal offices at 2 Allen Center, 1200 Smith Street, Houston, TX 77002 (the “Company”) and Constance Knight with an address at 1800 Washington Avenue, Golden, Colorado 80401 (the “Consultant”).

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PIGGYBACK REGISTRATION RIGHTS AGREEMENT
Piggyback Registration Rights Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • Texas

This Piggyback Registration Rights Agreement (this “Agreement”) is made and entered into as of the 18th day of September 2007 between True North Energy Corporation, a Nevada corporation (the “Company”), and Prime Natural Resources, Inc., a Texas corporation (the “Holder”).

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AGREEMENT
Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York

THIS AGREEMENT is made as of September 18, 2007 among True North Energy Corporation, a Nevada corporation (the “Parent”), ICF Energy Corporation, a Texas corporation (the “Company”), Valens U.S. SPV I, LLC (“Valens US”) and Valens Offshore SPV II, Corp. (“Valens Offshore” and together with Valens US, each a “Valens Entity” and collectively the “Valens Entities”).

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • September 7th, 2007 • True North Energy CORP • Crude petroleum & natural gas • Texas

This Purchase and Sale Agreement (“Agreement”) is made and entered into this 31st day of August, 2007, by and between Prime Natural Resources, Inc., a Texas corporation, (“Seller”), and ICF Energy Corporation, a Texas corporation (“Purchaser”) (sometimes herein Seller and Purchaser are collectively called the “Parties” and individually called a “Party”).

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Contract
True North Energy CORP • September 25th, 2007 • Crude petroleum & natural gas • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ICF ENERGY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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VALENS U.S. SPV I, LLC c/o Valens Capital Management, LLC New York, New York 10017
Securities Purchase Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York

Reference is made to (a) the Securities Purchase Agreement dated as of September 18, 2007 (as the same may be amended, supplemented, restated or modified from time to time, the “Securities Purchase Agreement”) entered into by and among True North Energy Corporation, a Nevada corporation (“TNEC”), ICF Energy Corporation, a Texas corporation (“ICF” and together with TNEC, the “Companies” and each a “Company”), and Valens U.S. SPV I, LLC, a Delaware limited liability company, as agent (the “Agent”) for itself and various other purchasers from time to time parties to the Purchase Agreement (the “Purchasers”) and (b) all documents, instruments and agreements executed in connection therewith (together with the Securities Purchase Agreement, collectively, the “Documents”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement.

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MASTER SECURITY AGREEMENT
Master Security Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York
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Contract
True North Energy CORP • April 2nd, 2007 • Crude petroleum & natural gas

March 20, 2007 BP America Production Company Onshore Business Unit Onshore Gulf Coast Asset Area 501 Westlake Park Boulevard Houston, Texas 77079 Michael J. Walcher Senior Land Negotiator Phone: 281.366.0316 Fax: 281.366.4519

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POOLING AGREEMENT
Pooling Agreement • December 17th, 2007 • True North Energy CORP • Crude petroleum & natural gas

THIS POOLING AGREEMENT (this "Agreement"), dated effective as of July 1, 2007 (the "Effective Date"), is between SAVANT ALASKA, LLC, a Colorado limited liability company, hereinafter referred to as "Savant" or "Operator," and TRUE NORTH ENERGY CORP. a Nevada corporation, hereinafter referred to as "True North" or as "Non-operator." Savant and True North shall be referred to herein, individually, as a "Patty," and, collectively, as the "Parties."

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ASSIGNMENT, BILL OF SALE AND CONVEYANCE
Transportation Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • Texas

This ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this “Assignment”) is dated the 18th day of September, 2007, but effective as of the 1st day of July, 2007, at 7:00 a.m., local time where the Properties (as such term is defined below) are located (the “Effective Time”), is from PRIME NATURAL RESOURCES, INC., a Texas corporation, whose address is 2500 City West Boulevard, Suite 1750 Houston, Texas 77042 (“Seller”) to ICF ENERGY CORPORATION, a Texas corporation, whose address is 1400 Woodloch Forest Drive, Suite 530, The Woodlands, Texas 77380 (“Purchaser”).

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PURCHASE AGREEMENT
Purchase Agreement • May 17th, 2006 • True North Energy CORP • Commercial printing • Alaska

THIS AGREEMENT, dated as of May 9th, 2006, is between DANIEL K. DONKEL and SAMUEL H. CADE (hereinafter collectively referred to as "Sellers"), whose address is c/o Daniel K. Donkel, 968 Willow Run Lane, Winter Springs, Florida 32708, and TRUE NORTH ENERGY CORP (hereinafter called "Buyer"), whose address is 1200 Smith st, 16th Floor, Houston, TX, 77002.

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ACREAGE CONTRIBUTION CONTRACT Kupcake Area North Slope, Alaska
Acreage Contribution Contract • January 31st, 2008 • True North Energy CORP • Crude petroleum & natural gas

THIS CONTRACT, entered into effective on January 23, 2008 ("Effective Date"), between TRUE. NORTH ENERGY CORP. ("True North"), with an office in Houston, Texas, hereinafter referred to as "Farmor" and SAVANT ALASKA, LLC ("Savant") with an office in Denver, Colorado, hereinafter sometimes referred to as "Operator."

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 27th, 2006 • Ameriprint International Ltd. • Commercial printing • Nevada

This Asset Purchase Agreement (this “Agreement”), dated January 23, 2006, is made between Massimiliano Pozzoni (“Seller”), Ameriprint International Ltd., a Nevada corporation (the “Buyer”), and Kevin Moe, the sole officer and director of Buyer (“KM”).

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AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • August 1st, 2006 • True North Energy CORP • Commercial printing

This Amendment to Purchase Agreement (this “Amendment”) is made and entered into July 31, 2006, by and between Daniel K. Donkel and Samuel H. Cade (hereinafter collectively referred to as “Sellers”), whose address is c/o Daniel K. Donkel, 1420 N. Atlantic Avenue, Suite 1201, Daytona Beach, FL 32118 and True North Energy Corp. (hereinafter called “Buyer”), whose address is 1200 Smith Street, 16th Floor, Houston, TX 77002. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement

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Contract
True North Energy CORP • April 2nd, 2007 • Crude petroleum & natural gas

March 28, 2007 BP America Production Company Onshore Business Unit Onshore Gulf Coast Asset Area 501 Westlake Park Boulevard Houston, Texas 77079 Peter W. Foster Senior Land Negotiator Phone: 281.366.3574 Fax: 281.366.4519

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BP America Production Company Letterhead)
True North Energy CORP • December 15th, 2006 • Commercial printing
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PARTICIPATION AGREEMENT
Participation Agreement • August 1st, 2006 • True North Energy CORP • Commercial printing • Texas

THIS AGREEMENT made and entered into as of the 28th Day of July, 2006, by and between WHITMAR EXPLORATION COMPANY, (hereinafter called "WhitMar"), having its offices located at 555 17th Street, Suite 880, Denver, CO 80202, and True North Energy Corporation (hereinafter called “True North”), having a corporate office at 1200 Smith Street, Houston, TX 77002.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • June 4th, 2004 • Ameriprint International Ltd.

Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing __________________________________________________ (__________) shares of Common Stock of AMERIPRINT INTERNATIONAL LTD. (the "Company") at a price of $0.10 per share (the "Subscription Price").

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COLLATERAL ASSIGNMENT
Collateral Assignment • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas

FOR VALUE RECEIVED, and as collateral security for all debts, liabilities and obligations of each Assignor to Assignee and the Purchasers, now existing or hereafter arising under that certain Securities Purchase Agreement dated as of September 18, 2007 (as amended, modified, restated or supplemented from time to time, the “Purchase Agreement”) among the Assignors, Purchasers and Assignee, as agent for Purchasers, and the Related Agreements (as defined in the Purchase Agreement), each Assignor hereby assigns, transfers and sets over unto Assignee, for the ratable benefit of Assignee and the other Purchasers, its successors and assigns, all of its rights, but not its obligations, under that certain (i) Purchase and Sale Agreement effective as of July 1, 2007 between Prime Natural Resources, Inc. (“Seller”) and ICF with a limited appearance by TNEC and (ii) all of the agreements and documents by which assets or rights of the Seller are transferred to either or both Assignors (as each may

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