Digital Ecosystems Corp. Sample Contracts

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 15th, 2007 • PetroHunter Energy Corp • Crude petroleum & natural gas

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November __, 2007, among PetroHunter Energy Corporation, a Maryland corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

EXHIBIT 2.3
Purchase and Sale Agreement • April 2nd, 2007 • PetroHunter Energy Corp • Crude petroleum & natural gas
JAMES C. STEINHAUSER EMPLOYMENT AGREEMENT
Employment Agreement • January 28th, 2009 • PetroHunter Energy Corp • Crude petroleum & natural gas • Colorado

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into this 26th day of January, 2009, but effective January 13, 2009 (the “Effective Date”), by and between PetroHunter Operating Company, a Maryland corporation (the “Employer”), and James C. Steinhauser, an individual (the “Employee”).

EXHIBIT 10.1
Credit and Security Agreement • May 22nd, 2007 • PetroHunter Energy Corp • Crude petroleum & natural gas • Colorado
LOAN AGREEMENT
Loan Agreement • February 16th, 2006 • Digital Ecosystems Corp. • Wholesale-groceries & related products • Washington

CARNAVON TRUST REG., a domiciled discretionary trust of Liechtenstein, having an address of Aeulestrasse 5, FL-9490 Vaduz, Liechtenstein

SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT DATED JULY 31, 2007
Purchase and Sale Agreement • August 2nd, 2007 • PetroHunter 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”.

Tel: 303.572.8900 Fax: 303.572.8927
PetroHunter Energy Corp • January 4th, 2007 • Crude petroleum & natural gas
AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 5th, 2008 • PetroHunter Energy Corp • Crude petroleum & natural gas

This Amendment to Purchase and Sale Agreement (the “Amendment”) dated May 23, 2008, is by and between PetroHunter Energy Corporation, a Maryland corporation, and PetroHunter Operating Company, a Maryland corporation, (together, “Seller”), with an address of 1600 Stout Street, Suite 2000, Denver, Colorado and Laramie Energy II, LLC, a Delaware limited liability company (“Buyer”), with an address of 1512 Larimer Street, Suite 1000, Denver, Colorado 80202. Seller and Buyer are sometimes referred to as a “Party” or, collectively, as the “Parties.”

AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND PROMISSORY NOTE DATED MARCH 5, 2010
Credit and Security Agreement • March 10th, 2010 • PetroHunter Energy Corp • Crude petroleum & natural gas

THIS AMENDMENT (this “Amendment”) is made as of March 5, 2010, between PetroHunter Energy Corporation, a Maryland corporation (the “Company”), and Global Project Finance AG (the “Lender”).

MANAGEMENT AND DEVELOPMENT AGREEMENT Between MAB RESOURCES LLC and GSL ENERGY CORPORATION (Amended and Restated) Effective July 1, 2005
Management and Development Agreement • July 14th, 2006 • Digital Ecosystems Corp. • Wholesale-groceries & related products • Colorado

THIS MANAGEMENT AND DEVELOPMENT AGREEMENT (“Agreement”) is made effective July 1, 2005 (the “Effective Date”), by and between MAB Resources LLC, with an office at 1601 Blake Street, Suite 505, Denver, Colorado 80202-1329 (hereinafter “MAB”), and GSL Energy Corporation, with an office at 1601 Blake Street, Suite 505, Denver, Colorado 80202-1329 (hereinafter “GSL”). MAB and GSL are sometimes referred to individually as a “Party” and collectively as the “Parties.” The Parties agree as follows:

RECITALS
Assignment of Contract and Guarantee • March 22nd, 2007 • PetroHunter Energy Corp • Crude petroleum & natural gas • Colorado
SECOND AMENDMENT TO ACQUISITION AND CONSULTING AGREEMENT BETWEEN MAB RESOURCES LLC AND PETROHUNTER ENERGY CORPORATION DATED NOVEMBER 15, 2007
Acquisition and Consulting Agreement • November 16th, 2007 • PetroHunter Energy Corp • Crude petroleum & natural gas

THIS SECOND AMENDMENT (“Second Amendment”) is made this 15th day of November, 2007, by and between MAB Resources LLC (“MAB”) and PetroHunter Energy Corporation (“PetroHunter”), and is an amendment to that certain Acquisition and Consulting Agreement between MAB and PetroHunter, dated effective January 1, 2007, as amended by the First Amendment, dated October 29, 2007 (collectively, the “Original Agreement”).

STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • February 16th, 2006 • Digital Ecosystems Corp. • Wholesale-groceries & related products • Colorado

THIS STOCK EXCHANGE AGREEMENT (the “Agreement”) is dated as of February 10, 2006, by and among Digital Ecosystems Corp., a Nevada corporation (“DEC”), GSL Energy Corporation, a Maryland corporation (“GSL”), and MABio Materials Corporation, a Maryland corporation, and MAB Resources LLC, a Delaware limited liability company (collectively, the “GSL Shareholders”). DEC, GSL, the GSL Shareholders are referred to collectively herein as the “Parties”.

COLLATERAL PLEDGE AND SECURITY AGREEMENT
Collateral Pledge and Security Agreement • November 15th, 2007 • PetroHunter Energy Corp • Crude petroleum & natural gas • Colorado

This Collateral Pledge and Security Agreement (as supplemented from time to time, this “Pledge Agreement”) is made and entered into as of November __, 2007 between PETROHUNTER ENERGY CORPORATION, a Maryland corporation (the “Pledgor”), having its principal offices at Suite 1400, 1875 Lawrence Street, Denver, CO 80202, and BRUCE E. LAZIER as collateral agent for the holders (the “Holders”) of the Debentures (as defined herein) issued by the Pledgor (the “Collateral Agent”).

FORM OF WAIVER AND AMENDMENT AGREEMENT DATED MARCH 8, 2010
Waiver and Amendment Agreement • March 10th, 2010 • PetroHunter Energy Corp • Crude petroleum & natural gas

THIS WAIVER AND AMENDMENT AGREEMENT (this “Agreement”) is made as of March 8, 2010, among PetroHunter Energy Corporation, a Maryland corporation (“PetroHunter” or the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

December 27, 2005 Digital Ecosystems Corp. #1500 – 701 West Georgia Street Vancouver, British Columbia Canada, V7Y1C6 Gentlemen:
Digital Ecosystems Corp. • January 4th, 2006 • Wholesale-groceries & related products

This letter is to express the mutual intent between Digital Ecosystems Corp. (“Digital”) and GSL Energy Corporation (“GSL”) concerning the amendment of the Letter of Intent dated November 18, 2005(the “Letter of Intent”), by and between Digitial and GSL. Paragraph 11 of the Letter of Intent stated that the Letter of Intent, unless extended by mutual agreement, shall terminate on the earlier of (a) the execution by Digital and GSL of the Agreement; or (b) December 31, 2005. Both GSL and Digital agree to amend Paragraph 11 of the Letter of Intent, and restate in its entirety, to read as follows:

AMENDMENT NO. 5 TO STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • May 19th, 2006 • Digital Ecosystems Corp. • Wholesale-groceries & related products • Colorado

THIS AMENDMENT NO. 5 TO STOCK EXCHANGE AGREEMENT (“Amendment No. 5”) is entered into as of May 12, 2006 by and among Digital Ecosystems Corp., a Nevada corporation (“DEC”), GSL Energy Corporation, a Maryland corporation (“GSL”), and MAB Resources LLC, a Delaware limited liability company, as GSL Shareholder Representative (the “GSL Shareholder Representative”).

SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT DATED JUNE 30, 2007 SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • July 2nd, 2007 • PetroHunter Energy Corp • Crude petroleum & natural gas

This SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is dated the 30th day of June, 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”.

PURCHASE AND SALE AGREEMENT BETWEEN PETROHUNTER HEAVY OIL LTD. AND PEARL EXPLORATION AND PRODUCTION LTD. EFFECTIVE OCTOBER 1, 2007
Purchase and Sale Agreement • November 7th, 2007 • PetroHunter Energy Corp • Crude petroleum & natural gas • Colorado

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into this 2nd day of November, 2007, but effective October 1, 2007 (the “Effective Date”), by and between PetroHunter Heavy Oil Ltd. (“Seller”), and Pearl Exploration and Production Ltd. (“Buyer”). Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.”

PURCHASE AND SALE AGREEMENT BETWEEN PETROHUNTER ENERGY CORPORATION AND SWEETPEA PETROLEUM PTY LTD. AND FALCON OIL & GAS LTD. AND FALCON OIL & GAS AUSTRALIA PTY LTD. DATED AUGUST 22, 2008
Purchase and Sale Agreement • November 20th, 2008 • PetroHunter Energy Corp • Crude petroleum & natural gas • Northern Territory

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into August 22, 2008, by and between PetroHunter Energy Corporation (“PetroHunter Energy”), Sweetpea Petroleum Pty Ltd (“Sweetpea”), Falcon Oil & Gas Ltd. (“Falcon”), and Falcon Oil & Gas Australia Pty Ltd (“Purchaser”). PetroHunter Energy, Sweetpea, Falcon and Purchaser may sometimes be referred to herein individually as a “Party” and collectively as the “Parties.” This Agreement is based on the following premises:

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FORM OF WAIVER AND AMENDMENT AGREEMENT BETWEEN PETROHUNTER ENERGY CORPORATION AND HOLDERS OF CONVERTIBLE DEBENTURES
Waiver and Amendment Agreement • December 23rd, 2010 • PetroHunter Energy Corp • Crude petroleum & natural gas

THIS WAIVER AND AMENDMENT AGREEMENT (this “Agreement”) is made as of April __, 2010, among PetroHunter Energy Corporation, a Maryland corporation (“PetroHunter” or the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

PURCHASE AND SALE AGREEMENT BETWEEN PETROHUNTER ENERGY CORPORTION, PETROHUNTER OPERATING COMPANY AND SWEETPEA PETROLEUM PTY LTD. AND FALCON OIL & GAS LTD., FALCON OIL & GAS USA, INC. AND FALCON OIL & GAS AUSTRALIA PTY LTD. DATED MAY 26, 2009
Second Purchase and Sale Agreement • May 27th, 2009 • PetroHunter Energy Corp • Crude petroleum & natural gas • Northern Territory

THIS SECOND PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into May 26, 2009, by and between PetroHunter Energy Corporation (“PetroHunter Energy”), Sweetpea Petroleum Pty Ltd (“Sweetpea”), PetroHunter Operating Company (“PetroHunter Operating”), Falcon Oil & Gas Ltd. (“Falcon”), Falcon Oil & Gas USA, Inc. (“Falcon USA”) and Falcon Oil & Gas Australia Pty Ltd (“Purchaser”). PetroHunter Energy, PetroHunter Operating, Sweetpea, Falcon, Falcon USA and Purchaser may sometimes be referred to herein individually as a “Party” and collectively as the “Parties”.

MARKETING MANAGEMENT SERVICES CONTRACT
Marketing Management Services Contract • October 28th, 2005 • Digital Ecosystems Corp. • Wholesale-groceries & related products • British Columbia
THIRD AMENDMENT TO ACQUISITION AND CONSULTING AGREEMENT
Acquisition and Consulting Agreement • January 15th, 2008 • PetroHunter Energy Corp • Crude petroleum & natural gas

THIS THIRD AMENDMENT (“Third Amendment”) is made this 31st day of December, 2007, by and between MAB Resources LLC (“MAB”) and PetroHunter Energy Corporation (“PetroHunter”), and is an amendment to that certain Acquisition and Consulting Agreement between MAB and PetroHunter, dated effective January 1, 2007, as amended by the First Amendment, dated October 29, 2007, and the Second Amendment dated November 15, 2007 (collectively, the “Original Agreement”). The Parties agree as follows:

PURCHASE AND SALE AGREEMENT BETWEEN PETROHUNTER ENERGY CORPORATION AND PETROHUNTER OPERATING COMPANY AND FALCON OIL & GAS LTD. AND FALCON OIL & GAS USA, INC. DATED AUGUST 22, 2008
Purchase and Sale Agreement • November 20th, 2008 • PetroHunter Energy Corp • Crude petroleum & natural gas • Colorado

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into this 22nd day of August, 2008, by and between PetroHunter Energy Corporation (“PetroHunter Energy”), PetroHunter Operating Company (“Seller”), Falcon Oil & Gas Ltd. (“Falcon”) and Falcon Oil & Gas USA, Inc. (“Purchaser”). PetroHunter Energy, Seller, Falcon and Purchaser may sometimes be referred to herein individually as a “Party” and collectively as the “Parties”. This Agreement is based on the following premises:

AMENDMENT TO CREDIT AND SECURITY AGREEMENTS AND PROMISSORY NOTE BETWEEN PETROHUNTER ENERGY CORPORATION AND GLOBAL PROJECT FINANCE AG DATED MARCH 5, 2010
Credit and Security Agreements • December 23rd, 2010 • PetroHunter Energy Corp • Crude petroleum & natural gas

THIS AMENDMENT (this “Amendment”) is made as of March 5, 2010, between PetroHunter Energy Corporation, a Maryland corporation (the “Company”), and Global Project Finance AG (the “Lender”).

LOAN AGREEMENT WITH FALCON OIL & GAS LTD. DATED OCTOBER 1, 2008
Loan Agreement • October 2nd, 2008 • PetroHunter Energy Corp • Crude petroleum & natural gas • Colorado

THIS LOAN AGREEMENT is made this 1st day of October, 2008, by and between PETROHUNTER ENERGY CORPORATION, a Maryland corporation (“Borrower”), and FALCON OIL & GAS LTD., a British Columbia corporation (“Lender”).

AMENDMENT NO. 1 TO STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • April 7th, 2006 • Digital Ecosystems Corp. • Wholesale-groceries & related products • Colorado

THIS AMENDMENT NO. 1 TO STOCK EXCHANGE AGREEMENT (“Amendment No. 1”) is entered into as of March 31, 2006 by and among Digital Ecosystems Corp., a Nevada corporation (“DEC”), GSL Energy Corporation, a Maryland corporation (“GSL”), MAB Resources LLC, a Delaware limited liability company, as GSL Shareholder Representative (the “GSL Shareholder Representative”), and each shareholder of GSL that is a signatory to this Amendment No. 1 (each individually, a “GSL Shareholder” and collectively, the “GSL Shareholders”).

LOAN AGREEMENT
Loan Agreement • November 21st, 2005 • Digital Ecosystems Corp. • Wholesale-groceries & related products • Washington

CARNAVON TRUST REG., a domiciled discretionary trust of Liechtenstein, having an address of Aeulestrasse 5, FL-9490 Vaduz, Liechtenstein

EXHIBIT 10.2
Credit and Security Agreement • January 11th, 2007 • PetroHunter Energy Corp • Crude petroleum & natural gas • Colorado
FIRST AMENDMENT TO ACQUISITION AND CONSULTING AGREEMENT BETWEEN MAB RESOURCES LLC AND PETROHUNTER ENERGY CORPORATION DATED OCTOBER 18, 2007
Acquisition and Consulting Agreement • October 23rd, 2007 • PetroHunter Energy Corp • Crude petroleum & natural gas

THIS FIRST AMENDMENT (“First Amendment”) is made this 18th day of October, 2007, by and between MAB Resources LLC (“MAB”) and PetroHunter Energy Corporation (“PetroHunter”), and is an amendment to that certain Acquisition and Consulting Agreement between MAB and PetroHunter, dated effective January 1, 2007 (the “Original Agreement”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 5th, 2008 • PetroHunter Energy Corp • Crude petroleum & natural gas • Colorado
BUSINESS CONSULTANT AGREEMENT
Business Consultant Agreement • October 28th, 2005 • Digital Ecosystems Corp. • Wholesale-groceries & related products
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