REGISTRATION RIGHTS AGREEMENTRegistration 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”).
STOCK PLEDGE AGREEMENTStock 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”).
ContractTrue 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.
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
ContractTrue 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.
AMENDED AND RESTATED SECURED TERM NOTESecured 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.
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.
PARTICIPATION AGREEMENT RE: ZODIAC II PROSPECT, JEFFERSON DAVIS & CALCASIEU PARISHES, LOUISIANAParticipation 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”.
CONVERTIBLE PROMISSORY NOTETrue North Energy CORP • September 19th, 2007 • Crude petroleum & natural gas • Texas
FOR VALUE RECEIVED, the undersigned, True North Energy Corporation, a Nevada corporation (the "Obligor"), hereby promises to pay to the order of EH&P Investments AG (the "Holder"), the principal sum of Two Hundred Fifty Thousand Dollars ($250,000) payable as set forth below. The Obligor also promises to pay to the order of the Holder interest on the principal amount hereof at a rate of 8% per annum, which interest shall be payable as set forth below. Interest shall be calculated on the basis of the year of 365 days and for the number of days actually elapsed. The payments of principal and interest hereunder shall be made in coin or currency of the United States of America which at the time of payment shall be legal tender therein for the payment of public and private debts.
FUNDS ESCROW AGREEMENTFunds 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”):
CONSULTING AGREEMENTConsulting 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”).
SECURITIES PURCHASE AGREEMENT VALENS U.S. SPV I, LLC, as Agent with TRUE NORTH ENERGY CORPORATION and ICF ENERGY CORPORATION Dated: September 18, 2007Securities 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”).
NOTES AMENDMENT AGREEMENTNotes 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.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTEmployment 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”).
DEVELOPMENT AGREEMENTDevelopment 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”).
DEVELOPMENT AGREEMENTDevelopment 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”).
TRUE NORTH ENERGY CORP. EXECUTIVE EMPLOYMENT AGREEMENTExecutive 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.
CONSULTING AGREEMENTConsulting 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”).
PIGGYBACK REGISTRATION RIGHTS AGREEMENTPiggyback 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”).
AGREEMENTAgreement • 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”).
PURCHASE AND SALE AGREEMENTPurchase 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”).
ContractTrue 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.
VALENS U.S. SPV I, LLC c/o Valens Capital Management, LLC New York, New York 10017Securities 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.
MASTER SECURITY AGREEMENTMaster Security Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York
ContractTrue 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
POOLING AGREEMENTPooling 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."
March 20, 2007True North Energy CORP • April 5th, 2007 • Crude petroleum & natural gas
This letter constitutes a letter of intent regarding the terms and conditions under which True North Energy Corporation (“Buyer”) is willing to acquire all interests of Angel LLC, CN Energy LLC, Swanson Energy Company, LLC, Fuel Exploration, LLC and MHBR Energy, LLC (collectively “Sellers”) in the units described above (the “Units”) together with the workover rig (the “Rig”) owned by Rocky Mountain Rig LLC (“RMR”), a wholly owned subsidiary of Sellers.
PURCHASE AGREEMENTPurchase 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.
ACREAGE CONTRIBUTION CONTRACT Kupcake Area North Slope, AlaskaAcreage 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."
ASSET PURCHASE AGREEMENTAsset 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”).
AMENDMENT TO PURCHASE AGREEMENTPurchase 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
CONVERTIBLE PROMISSORY NOTETrue North Energy CORP • September 19th, 2007 • Crude petroleum & natural gas • Texas
FOR VALUE RECEIVED, the undersigned, True North Energy Corporation, a Nevada corporation (the "Obligor"), hereby promises to pay to the order of EH&P Investments AG (the "Holder"), the principal sum of Two Hundred Fifty Thousand Dollars ($250,000) payable as set forth below. The Obligor also promises to pay to the order of the Holder interest on the principal amount hereof at a rate of 8% per annum, which interest shall be payable as set forth below. Interest shall be calculated on the basis of the year of 365 days and for the number of days actually elapsed. The payments of principal and interest hereunder shall be made in coin or currency of the United States of America which at the time of payment shall be legal tender therein for the payment of public and private debts.
ContractTrue 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
BP America Production Company Letterhead)True North Energy CORP • December 15th, 2006 • Commercial printing
PARTICIPATION AGREEMENTParticipation 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.
