JMG Exploration, Inc. Units UNDERWRITING AGREEMENTUnderwriting Agreement • April 8th, 2005 • JMG Exploration, Inc. • Crude petroleum & natural gas • New York
In connection with an initial public offering (the “Offering”) of Units (as defined below) of JMG Exploration, Inc., a Nevada corporation (the “Company”), the Company proposes to issue and sell to Gilford Securities Incorporated (the “Underwriter” or “you”) pursuant to this Underwriting Agreement (the “Agreement”) 1,900,000 Units, with each Unit consisting of one share of common stock, $0.001 par value (“Common Stock”), and one warrant (“Warrant”) to purchase one share of Common Stock at $5.00 per share (collectively, the “Primary Offering Units”). The date on which the Securities and Exchange Commission (the “Commission”) shall declare the Registration Statement (as defined below) of the Company effective under the Securities Act of 1933, as amended (the “Act”), shall be the “Effective Date.” In addition, the Company proposes to grant to the Underwriter the option referred to in Section 2(b) to purchase all or any part of an aggregate of 285,000 additional Units (the “Over-Allotment U
MASTER LEASE AGREEMENT (the “Master Lease”)Master Lease Agreement • February 12th, 2013 • JMG Exploration, Inc. • Crude petroleum & natural gas
NOW, THEREFORE, in consideration of the mutual covenants hereinafter expressed and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
LOCK-UP AGREEMENTLock-Up Agreement • April 8th, 2005 • JMG Exploration, Inc. • Crude petroleum & natural gas • New York
The undersigned (the "Securityholder") understands that Gilford Securities Incorporated (the "Underwriter") has entered into a letter of intent (the "Letter of Intent") with JMG Exploration, Inc. (the "Company"), pursuant to which the Underwriter confirmed its intent to act as the managing underwriter in connection with a proposed public offering (the "Offering") of shares of common stock ("Common Stock") to be issued by the Company.
UNDERWRITER’S WARRANT AGREEMENTUnderwriter’s Warrant Agreement • June 22nd, 2005 • JMG Exploration, Inc. • Crude petroleum & natural gas • New York
Underwriter’s Warrant Agreement (the "Agreement"), dated as of _______________, 2005, between JMG Exploration, Inc. (the "Company") and Gilford Securities Incorporated (the "Underwriter").
GENERAL SECURITY AGREEMENTGeneral Security Agreement • April 8th, 2005 • JMG Exploration, Inc. • Crude petroleum & natural gas
EXPLORATION AND DEVELOPMENT AND CONVEYANCE AGREEMENT (WESTON COUNTY, WYOMING) (CARBON COUNTY, UTAH)Exploration and Development and Conveyance Agreement • April 8th, 2005 • JMG Exploration, Inc. • Crude petroleum & natural gas • Colorado
THIS EXPLORATION AND DEVELOPMENT, AND CONVEYANCE AGREEMENT (“Agreement”), is entered into, and is effective as of the Effective Date, by and between JMG EXPLORATION, INC., a Nevada corporation, (“JMG”) whose address is Suite 2600, 500 4th Avenue SW, Calgary, AB, T2P 2V6, and; FELLOWS ENERGY, LTD., a Nevada corporation, (“Fellows”) whose address is 370 Interlocken Boulevard, Suite 400, Broomfield, CO 80021. JMG and Fellows may sometimes be referred to collectively as “Parties.” Fellows may sometimes be referred to as “Seller.” JMG may sometimes be referred to as “Buyer.”
2nd AMENDED AND RESTATED AGREEMENT OF BUSINESS PRINCIPLESAgreement • June 22nd, 2005 • JMG Exploration, Inc. • Crude petroleum & natural gas • Alberta
THIS AGREEMENT made effective as of the 1st day of September, 2003 between Enterra and JED and effective as of the 1st day of August, 2004 among Enterra, JED and JMG.
WARRANT A TO PURCHASE COMMON STOCKJMG Exploration, Inc. • February 12th, 2013 • Crude petroleum & natural gas • Nevada
THIS CERTIFIES THAT, for value received, ___________, or its successors or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from JMG Exploration, Inc., a Nevada corporation (the “Company”), with its principal office at 600 Brand Blvd., Suite 230, Glendale, California 91203, up to a maximum of _____________ shares (__________ post-reverse split shares) of the Common Stock of the Company (the “Common Stock”), as provided herein.
JED Oil (USA) Inc. 2600, 500 - 4th Avenue S.W. Calgary, AB T2P 2V6Letter Agreement • October 29th, 2004 • JMG Exploration, Inc. • Alberta
This letter agreement sets out the agreement between JED Oil (USA) Inc. ("JED") and JMG Exploration Inc. ("JMG") in relation to the Well and the petroleum and natural gas rights held by JED in and to the Lands (collectively, the "JED Interests").
ASSIGNMENT OF INTELLECTUAL PROPERTY AGREEMENT February 6, 2013Assignment of Intellectual Property Agreement • February 12th, 2013 • JMG Exploration, Inc. • Crude petroleum & natural gas • Delaware
This Assignment of Intellectual Property Agreement (the “Agreement”) is entered into by and among Travora Media, Inc., a Delaware corporation (“Assignor”), and Travora Networks, Inc., a Delaware corporation (“TNI”), or such affiliate of TNI as TNI directs (either TNI or an affiliate of TNI as TNI directs, “Assignee”).
LOCK-UP AGREEMENTLock-Up Agreement • September 6th, 2012 • JMG Exploration, Inc. • Crude petroleum & natural gas • Nevada
This Lock-Up Agreement (this “Lock-Up Agreement”) is being entered into by and between JMG Exploration Inc., a Nevada corporation (the “Parent”) and the undersigned holder (the “Undersigned”) of ADVN Capital Stock (as defined below) in connection with the following matters:
JOINT SERVICES AGREEMENTJoint Services Agreement • April 6th, 2006 • JMG Exploration, Inc. • Crude petroleum & natural gas • Alberta
WHEREAS the parties desire to enter into this Agreement to provide for any services provided by one party to the other party;
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • October 29th, 2004 • JMG Exploration, Inc. • Nevada
THIS SUBSCRIPTION AGENT AGREEMENT (the "Agreement") is made as of , 2004, between JED Oil Inc.. an Alberta, Canada corporation (the "Company") and Corporate Stock Transfer (the "Agent"). All terms not defined herein shall have the meaning given in the prospectus (the "Prospectus") included in the Registration Statement on Form SB-2, File No. 333-_______ filed by JMG Exploration, Inc., a Nevada corporation ("JMG"), with the Securities and Exchange Commission (the "SEC") on _____, 2004, as amended by any amendment filed with respect thereto (the "Registration Statement").
TECHNICAL SERVICES AGREEMENTTechnical Services Agreement • October 29th, 2004 • JMG Exploration, Inc. • Alberta
WHEREAS JMG wishes to retain JED to provide certain administrative and technical services in connection with the operation and management of the assets of JMG and JED is willing to provide such services on the terms and conditions hereinafter set forth;
August 19, 2004 Via CourierJMG Exploration, Inc. • October 29th, 2004
Highland West Resources Attention: Jim Bob Byrd 7599 S. Gallup St Littleton, Colorado 80120 Rutherford Exploration, Inc. Attention: John R. Mittchell 7599 S. Gallup St Littleton, Colorado 80120
TERMINATION AGREEMENT (Technical Services Agreement)Termination Agreement • April 6th, 2006 • JMG Exploration, Inc. • Crude petroleum & natural gas
JMG EXPLORATION, INC. VOTING AGREEMENTVoting Agreement • September 6th, 2012 • JMG Exploration, Inc. • Crude petroleum & natural gas • Nevada
THIS VOTING AGREEMENT is made and entered into as of [August 31], 2012, by and among JMG Exploration, Inc., a Nevada corporation (the “Company”), and those certain stockholders of the Company listed on Schedule A attached hereto as the same may be amended from time to time to include transferees thereof (the “Key Holders”). In consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt of and adequacy of which is hereby acknowledged, the Company and the Key Holders agree as follows:
EXHIBIT A JOINT FILING AGREEMENTJoint Filing Agreement • August 19th, 2010 • JMG Exploration, Inc. • Crude petroleum & natural gas
THIS JOINT FILING AGREEMENT (this “Agreement”) is dated as of August 17, 2010, by and between Charles F. Kirby, an individual (“Mr. Kirby”), The West Hampton Special Situations Fund, LLC, a Delaware limited liability company (“West Hampton”).
AMENDED AND RESTATED AGREEMENT OF BUSINESS PRINCIPLESAgreement of Business • April 8th, 2005 • JMG Exploration, Inc. • Crude petroleum & natural gas • Alberta
THIS AGREEMENT made effective as of the 1st day of September, 2003 between Enterra and JED and effective as of the 1st day of August, 2004 among Enterra, JED and JMG.
FORM OF PATENT SECURITY AGREEMENTPatent Security Agreement • July 13th, 2012 • JMG Exploration, Inc. • Crude petroleum & natural gas
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”), dated as of July __, 2012, is entered into by and between Ad-Vantage Networks, Inc., a Delaware corporation (“Grantor”), and JMG Exploration Group, Inc., a Nevada corporation (together with its successors, “Secured Party”).
Agreement and Plan of Merger dated as of July, 2012 by and among JMG Exploration, Inc., a Nevada corporation, Ad-Vantage Acquisition Inc., a Delaware Corporation, and Ad-Vantage Networks, Inc., a Delaware corporationAgreement and Plan of Merger • July 13th, 2012 • JMG Exploration, Inc. • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of July , 2012, is entered into by and among JMG Exploration, Inc., a Nevada corporation (“Parent”), Ad-Vantage Acquisition, Inc., a Delaware corporation wholly owned by Parent (“Merger Subsidiary”), and Ad-Vantage Networks, Inc., a Delaware corporation (“Ad-Vantage”), with respect to the matters set forth below.
Lock-Up AgreementLock-Up Agreement • February 12th, 2013 • JMG Exploration, Inc. • Crude petroleum & natural gas • Delaware
Amended and Restated Agreement and Plan of Merger Dated effective as of August 29, 2012 by and among JMG Exploration, Inc., a Nevada corporation, Ad-Vantage Acquisition Inc., a Delaware Corporation, and Ad-Vantage Networks, Inc., a Delaware corporationAgreement and Plan of Merger • September 6th, 2012 • JMG Exploration, Inc. • Crude petroleum & natural gas • Delaware
This Amended and Restated Agreement and Plan of Merger (this “Agreement”), dated as of August 29, 2012, is entered into by and among JMG Exploration, Inc., a Nevada corporation (“Parent”), Ad-Vantage Acquisition, Inc., a Delaware corporation wholly owned by Parent (“Merger Subsidiary”), and Ad-Vantage Networks, Inc., a Delaware corporation (“Ad-Vantage” and, with Parent and Merger Subsidiary, each, a “Party” and collectively, the “Parties”), with respect to the matters set forth below.
FINANCING and security AGREEMENTFinancing and Security Agreement • July 13th, 2012 • JMG Exploration, Inc. • Crude petroleum & natural gas • Delaware
THIS FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made and entered as of July 10, 2012 (the “Effective Date”) by and among Ad-Vantage Networks, Inc., a Delaware corporation (“Borrower”), and JMG Exploration, Inc., a Nevada corporation (“Lender”). Borrower and Lender may be referred to herein individually as a “Party” or collectively as the “Parties.”
EXHIBIT A JOINT FILING AGREEMENTJoint Filing Agreement • May 14th, 2012 • JMG Exploration, Inc. • Crude petroleum & natural gas
THIS JOINT FILING AGREEMENT (this “Agreement”) is dated as of May 8, 2012, by and among Charles F. Kirby, an individual (“Mr. Kirby”), The Kirby Enterprises, LLC, a Delaware limited liability company (“Enterprises”), The West Hampton Special Situations Fund, LLC, a Delaware limited liability company (“West Hampton”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 6th, 2007 • JMG Exploration, Inc. • Crude petroleum & natural gas
THIS SHARE EXCHANGE AGREEMENT, dated as of the 5th day of September, 2007 (the “Agreement”), by and among JMG Exploration, Inc., a Nevada corporation (the “Company”), on the one hand; and Nils Ollquist, an individual (“Ollquist”), Alessandro Parenti, an individual (together with Ollquist, the “Sellers”), ESAPI Ltd., a company organized under the laws of the Commonwealth of the Bahamas (“ESAPI”), and Newco Group Ltd. a company organized under the laws of the British Virgin Islands (“Newco”), on the other hand. The Company, Sellers and Newco are collectively referred to herein as the “Parties”. The Agreement is made with reference to the following:
August 5, 2004 Golden Hawk Resources Ltd. Attention: Bill Cherwayko Calgary, Alberta T2N 3P4 Re: Cutbank Farmin Agreement dated July 8, 2004 between Keesun Corp. and Golden Hawk Resources Ltd. ("Agreement") Area: Cutbank Montana Dear Mr. Cherwayko:JMG Exploration, Inc. • October 29th, 2004
This letter will set out the basic terms and conditions that we will proceed with the exploration and development of the above noted Agreement that Golden Hawk Resources Ltd. ("Golden Hawk") has with Keesun Corp ("Keesun").
Travora Networks, Inc.Letter Agreement • February 12th, 2013 • JMG Exploration, Inc. • Crude petroleum & natural gas • Massachusetts
Master Lease Agreement No. 527 dated as of January 13, 2012, by and between Travora Media, Inc. (“ Travora”) and Eastward Capital Partners V, L.P. (“Eastward”) (the “ Master Lease Agreement”) and the Rental Schedule and Acceptance Certificate No. 527-01 dated as of January 13, 2012 by and between Travora and Eastward (the “ Schedule”) to Master Lease Agreement.
ASSET PURCHASE AGREEMENT by and among TRAVORA NETWORKS, INC. JMG EXPLORATION, INC. and TRAVORA MEDIA, INC. DATED February 6, 2013Asset Purchase Agreement • February 12th, 2013 • JMG Exploration, Inc. • Crude petroleum & natural gas • Delaware
This Asset Purchase Agreement (this “ Agreement”) is made and entered into as of February 6, 2013 (“Agreement Date”), by and among JMG Exploration, Inc., a Nevada corporation (the “ Parent”) (solely for purposes of Sections 4 and 7 of this Agreement), Travora Networks, Inc., a Delaware corporation (the “ Purchaser”) and Travora Media, Inc., a Delaware corporation (the “Seller”). Certain capitalized terms used herein are defined in Exhibit A.
