Jayhawk Energy, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 19th, 2010 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 18, 2010, between JayHawk Energy, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 14th, 2009 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 9, 2009, between Jayhawk Energy, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

10% SENIOR SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 18, 2012
Jayhawk Energy, Inc. • October 19th, 2010 • Crude petroleum & natural gas • New York

THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of JayHawk Energy, Inc., a Colorado corporation, (the “Company”), having its principal place of business at 6240 E. Seltice Way, Suite C, Post Falls, ID 83854, designated as its 10% Senior Secured Convertible Debenture due October 18, 2012 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

COMMON STOCK PURCHASE WARRANT
Jayhawk Energy, Inc. • October 19th, 2010 • Crude petroleum & natural gas

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on April 18, 2014 (the “Termination Date”) but not thereafter, to subscribe for and purchase from JayHawk Energy, Inc., a Colorado corporation (the “Company”), up to ________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 23rd, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • Nevada

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the date executed below, by and between JayHawk Energy, Inc., a Nevada corporation (the “Company” or “JayHawk”), and _______________________________________(“Indemnitee”). For purposes of this Agreement, the “Company” shall be deemed to include JayHawk and its subsidiaries, as appropriate.

JAYHAWK ENERGY, INC. WARRANT AGREEMENT
Warrant Agreement • August 6th, 2008 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • Colorado

THIS CERTIFIES THAT, for value received, __________ (the “Investor”), or Investor’s assigns (Investor and Investor’s assigns being the “Holder”), is entitled to subscribe for and purchase at any time during the Exercise Period from Jayhawk Energy, Inc., a Nevada corporation, with an office located at 6240 E. Seltice Way, Suite C, Post Falls, Idaho 83854 (the “Company”), a number of shares of Common Stock equal to the Share Number at a per share price equal to the Exercise Price in effect at such time. This Warrant is issued in conjunction with the Convertible Promissory Note dated as of July 30, 2008, by and between the Company and the Investor.

COMMON STOCK PURCHASE WARRANT
Jayhawk Energy, Inc. • January 28th, 2016 • Crude petroleum & natural gas • Idaho

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Vast Exploration, LLC (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Effective Date”) and on or prior to the close of business on November 3, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from JayHawk Energy, Inc., a Colorado corporation (the “Company”), up to 39,645,872 shares (the “Warrant Shares”) of Common Stock at the Exercise Price of $0.005 per share as described below in Section 1(b)(i)(“Assumed Debts”).

LIMITED LIABILITY COMPANY MEMBER INTEREST PURCHASE & SALE AGREEMENT
Limited Liability Company Member Interest • December 23rd, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • Nevada

THIS LIMITED LIABILITY COMPANY MEMBER INTEREST PURCHASE & SALE AGREEMENT (this “Agreement”) is entered into this 1st day of September, 2016 (“Effective Date”), by and between Vast Exploration, LLC, a Texas limited liability company (the “Seller”), Vast Holdings, LLC, a Nevada limited liability company (the "Company"), and JayHawk Energy, Inc., a Nevada corporation (the "Purchaser"). The Seller, Company and Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties”.

SECOND LINE OF CREDIT MODIFICATION AGREEMENT
Second Line of Credit Modification Agreement • October 1st, 2015 • Jayhawk Energy, Inc. • Crude petroleum & natural gas

THIS SECOND LINE OF CREDIT MODIFICATION AGREEMENT (this “Agreement”) is made and entered into this 25th day of September, 2015 (“Effective Date”), by and between VAST EXPLORATION, LLC, a Texas limited liability company (the “Lender”), and JAYHAWK ENERGY, INC., a Colorado corporation (the “Borrower”).

CONVERTIBLE DEBENTURE TRANSFER AGREEMENT
Convertible Debenture Transfer Agreement • January 28th, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • New York

This CONVERTIBLE DEBENTURE TRANSFER AGREEMENT (this “Agreement”) is entered into as of the 17th day of March, 2015 (the “Effective Date”), by and among, ELLIS INTERNATIONAL LTD. (the “Holder”), whose address is 510 Madison Avenue, New York, New York 10022; VAST EXPLORATION, LLC, a Texas limited liability company (the “Purchaser”), whose address is10119 W. Lariat Lane, Peoria, AZ 85383; and JAYHAWK ENERGY, INC., a Colorado corporation (the “Company”), whose address is 611 E. Sherman Avenue, Coeur d’Alene, Idaho 83814.

FIRST AMENDMENT TO SETTLEMENT AGREEMENT
Settlement Agreement • December 23rd, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas

This FIRST AMENDMENT TO SETTLMENT AGREEMENT (hereafter “Amendment”) is made and entered into this 9th day of December, 2016, by and between JayHawk Energy, Inc., a Nevada corporation; Vast Exploration; LLC, a Texas limited liability company, Vast Holdings, LLC, a Nevada limited liability company; Vast Operations, LLC, a Nevada limited liability company; Vast Petroleum Corp., a Kansas corporation (collectively, the “Company”) and Kelly Stopher, a married individual (“Stopher”). The Company and Stopher are individually referred to as a “Party” and collectively referred to as the “Parties”.

INDEPENDENT CONSULTING AGREEMENT
Independent Consulting Agreement • December 23rd, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • Nevada

THIS INDEPENDENT CONSULTING AGREEMENT (this “Agreement”), effective as of October 4, 2016 (“Effective Date”) is entered into by and between JayHawk Energy, Inc. (“the Company”) and Grant Galloway (herein referred to as the “Consultant”).

WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • October 1st, 2015 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • Idaho

This Warrant Purchase Agreement (this “Agreement”) is dated as of September 25, 2015, between JayHawk Energy, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT
Jayhawk Energy, Inc. • December 30th, 2016 • Crude petroleum & natural gas • Nevada

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Kelly Stopher or assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Effective Date”) and on or prior to the close of business on December 19, 2021 (the “Termination Date”), but not thereafter, to subscribe for and purchase from JayHawk Energy, Inc., a Nevada corporation (the “Company”), up to Seventy-Five Thousand (75,000) post 100:1 reverse split shares (the “Warrant Shares”) of Common Stock at the Exercise Price described below.

CONVERTIBLE DEBENTURE TRANSFER AGREEMENT
Convertible Debenture Transfer Agreement • January 28th, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • New York

This CONVERTIBLE DEBENTURE TRANSFER AGREEMENT (this “Agreement”) is entered into as of the 17th day of March, 2015 (the “Effective Date”), by and among, ALPHA CAPITAL ANSTALT (the “Holder”), whose address is 510 Madison Avenue, New York, New York 10022; VAST EXPLORATION, LLC, a Texas limited liability company (the “Purchaser”), whose address is10119 W. Lariat Lane, Peoria, AZ 85383; and JAYHAWK ENERGY, INC., a Colorado corporation (the “Company”), whose address is 611 E. Sherman Avenue, Coeur d’Alene, Idaho 83814.

COMMON STOCK PURCHASE & SALE AGREEMENT
Common Stock Purchase & Sale Agreement • December 23rd, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • Nevada

THIS COMMON STOCK PURCHASE & SALE AGREEMENT (this “Agreement”) is entered into this 1st day of September, 2016 (“Effective Date”), by and between Vast Exploration, LLC, a Texas limited liability company (the “Seller”), Vast Funding Corp., a Nevada corporation (the "Company"), and JayHawk Energy, Inc., a Nevada corporation (the "Purchaser"). The Seller, Company and Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties”.

REVOLVING CREDIT NOTE (JayHawk Energy, Inc.)
Revolving Credit Note • July 6th, 2015 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • Idaho

Borrowing Rate. The Borrowing Rate is a rate equal to one and a half percent (1.5%) per month of the unpaid principal balance. A portion of the interest collected may be allocated to fees and expenses of the Lender in servicing the debt described herein.

JAYHAWK ENERGY, INC. 10% CONVERTIBLE DEBENTURE DUE ________________, 2019
Jayhawk Energy, Inc. • June 9th, 2014 • Crude petroleum & natural gas • Idaho

THIS 10% CONVERTIBLE DEBENTURE is a duly authorized and validly issued 10% Convertible Debenture of JayHawk Energy, Inc., a Colorado corporation, (the “Company”), having its principal place of business at 611 E. Sherman Avenue, Coeur d’Alene, Idaho 83814, designated as its 10% Convertible Debenture due _________________, 2019 (the “Debenture”).

ASSET PURCHASE AND SALE AGREEMENT
Asset Purchase and Sale Agreement • July 26th, 2007 • Jayhawk Energy, Inc. • Retail-jewelry stores • Colorado

This Asset Purchase and Sale Agreement (“Agreement”) is entered into this 25th day of July, 2007 (“Effective Date”), by and among Jayhawk Energy, Inc., a Colorado corporation (“Jayhawk”), and Armstrong Investments Incorporated, an Anguilla corporation (“Armstrong”). Jayhawk is referred to herein as “Buyer” and Armstrong is referred to herein as “Seller.” Buyer and Seller are called herein collectively the “Parties.”

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 9th, 2014 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • Idaho

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of this ___________ day of May, 2014 by and between JAYHAWK ENERGY, INC. a Colorado corporation with its office at 611 E. Sherman Avenue, Coeur d’Alene, ID 83814 (the "Company") and the undersigned (the "Subscriber"). Each of the Company and the Subscriber are a “Party” and together are the “Parties.”

CONVERTIBLE DEBENTURE TRANSFER AGREEMENT
Convertible Debenture Transfer Agreement • January 28th, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • New York

This CONVERTIBLE DEBENTURE TRANSFER AGREEMENT (this “Agreement”) is entered into as of the 17th day of March, 2015 (the “Effective Date”), by and among, MOMONA CAPITAL (the “Holder”), whose address is 510 Madison Avenue, New York, New York 10022; VAST EXPLORATION, LLC, a Texas limited liability company (the “Purchaser”), whose address is10119 W. Lariat Lane, Peoria, AZ 85383; and JAYHAWK ENERGY, INC., a Colorado corporation (the “Company”), whose address is 611 E. Sherman Avenue, Coeur d’Alene, Idaho 83814.

SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • February 23rd, 2010 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • New York

THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of February 22, 2010, is entered into by and among JayHawk Energy, Inc., a Colorado corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”).

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AMENDMENT TO CONVERTIBLE DEBENTURES
Convertible Debentures • January 28th, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas

This AMENDMENT TO CONVERTIBLE DEBENTURES (this “Amendment”) by and among, VAST EXPLORATION, LLC, a Texas limited liability company (the “Holder”), whose address is 10119 W. Lariat Lane, Peoria, AZ 85383; and JAYHAWK ENERGY, INC., a Colorado corporation (the “Company”), whose address is 611 E. Sherman Avenue, Coeur d’Alene, Idaho 83814.

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • December 30th, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • Nevada

THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made as of December 28, 2016, but effective as of December 20, 2016, by JayHawk Energy, Inc., a Nevada corporation ("Pledgor”), for the benefit of Kelly Stopher, a married individual, (“Pledgee”) and Cameron Sutherland, PLLC, a Washington professional limited liability company, having an office at 421 W. Riverside Ave., Suite 660 Spokane, WA 99201 (the “Escrow Agent”).

COMMON STOCK PURCHASE WARRANT
Jayhawk Energy, Inc. • April 21st, 2015 • Crude petroleum & natural gas • Idaho

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on March 17, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from JayHawk Energy, Inc., a Colorado corporation (the “Company”), up to [____________] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).

Purchase and Sale Agreement CANDAK AREA, NORTH DAKOTA This Agreement made January 16, 2008
Purchase and Sale Agreement • January 22nd, 2008 • Jayhawk Energy, Inc. • Crude petroleum & natural gas
MODIFICATION AGREEMENT
Modification Agreement • February 17th, 2012 • Jayhawk Energy, Inc. • Crude petroleum & natural gas

This MODIFICATION AGREEMENT, effective as of February 16th, 2012 (“Modification”), is entered into by and among JayHawk Energy, Inc., a Colorado corporation (the “Company”), Alpha Capital Anstalt (“Alpha”), Whalehaven Capital Fund Ltd. (“Whalehaven”), Lane Ventures, Inc. (“Lane”), Momona Capital (“Momona”), Ellis International Ltd. (“Ellis” and collectively with Alpha, Whalehaven, Lane, Momona and Ellis, the “Purchasers”).

AMENDMENT TO CONVERTIBLE DEBENTURES
Jayhawk Energy, Inc. • May 6th, 2015 • Crude petroleum & natural gas

This AMENDMENT TO CONVERTIBLE DEBENTURES (this “Amendment”) by and among, VAST EXPLORATION, LLC, a Texas limited liability company (the “Holder”), whose address is 10119 W. Lariat Lane, Peoria, AZ 85383; and JAYHAWK ENERGY, INC., a Colorado corporation (the “Company”), whose address is 611 E. Sherman Avenue, Coeur d’Alene, Idaho 83814.

ASSIGNMENT, BILL OF SALE AND CONVEYANCE
Jayhawk Energy, Inc. • October 7th, 2015 • Crude petroleum & natural gas • North Dakota

This Assignment, Bill of Sale and Conveyance (the “Assignment”), effective as of September 1, 2015, at 12:01 a.m., Central Time (the “Effective Date”), is made by and between JayHawk Energy, Inc., a Nevada corporation (“Assignor”), whose address is 611 E Sherman Ave, Coeur D’Alene 83814 and Vast Holdings, LLC a Nevada limited liability company (“Assignee”), whose address is 10119 W. Lariat Lane, Peoria, AZ 85383.

SECOND AMENDMENT TO SETTLEMENT AGREEMENT
Settlement Agreement • December 30th, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas

This SECOND AMENDMENT TO SETTLMENT AGREEMENT (hereafter “Amendment”) is made and entered into this 28th day of December, 2016, by and between JayHawk Energy, Inc., a Nevada corporation; Vast Exploration; LLC, a Texas limited liability company, Vast Holdings, LLC, a Nevada limited liability company; Vast Operations, LLC, a Nevada limited liability company; Vast Petroleum Corp., a Kansas corporation (collectively, the “Company”) and Kelly Stopher, a married individual (“Stopher”). The Company and Stopher are individually referred to as a “Party” and collectively referred to as the “Parties”.

CONVERTIBLE DEBENTURE TRANSFER AGREEMENT
Convertible Debenture Transfer Agreement • January 28th, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • New York

This CONVERTIBLE DEBENTURE TRANSFER AGREEMENT (this “Agreement”) is entered into as of the 17th day of March, 2015 (the “Effective Date”), by and among, LANE VENTURES, INC. (the “Holder”), whose address is 510 Madison Avenue, New York, New York 10022; VAST EXPLORATION, LLC, a Texas limited liability company (the “Purchaser”), whose address is10119 W. Lariat Lane, Peoria, AZ 85383; and JAYHAWK ENERGY, INC., a Colorado corporation (the “Company”), whose address is 611 E. Sherman Avenue, Coeur d’Alene, Idaho 83814.

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • December 23rd, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • Nevada

This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is entered into this 21st day of October, 2016 (“Effective Date”), by and between JAYHAWK ENERGY, INC., a Nevada corporation (the “Company”), and THREE RIVERS BUSINESS CONSULTING, LLC, a Pennsylvania limited liability company (“Contractor”), having an office at 23 Overlook Court, Pittsburgh, PA 15222. Company and Contractor are individually referred to as a (“Party”) and are collectively referred to in this Agreement as the (“Parties”).

CONVERTIBLE DEBENTURE TRANSFER AGREEMENT
Convertible Debenture Transfer Agreement • January 28th, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • Idaho

This CONVERTIBLE DEBENTURE TRANSFER AGREEMENT (this “Agreement”) is entered into as of the 17th day of March, 2015 (the “Effective Date”), by and among, LINDSAY E. GORRILL (the “Holder”), whose address is 611 E. Sherman Avenue, Coeur d’Alene, Idaho 83814; VAST EXPLORATION, LLC, a Texas limited liability company (the “Purchaser”), whose address is 10119 W. Lariat Lane, Peoria, AZ 85383; and JAYHAWK ENERGY, INC., a Colorado corporation (the “Company”), whose address is 611 E. Sherman Avenue, Coeur d’Alene, Idaho 83814.

Purchase and Sale Agreement CRAWFORD & BOURBON COUNTIES, KANSAS
Purchase and Sale Agreement • March 5th, 2008 • Jayhawk Energy, Inc. • Crude petroleum & natural gas
SETTLEMENT AGREEMENT
Settlement Agreement • December 23rd, 2016 • Jayhawk Energy, Inc. • Crude petroleum & natural gas • Nevada

THIS SETTLEMENT AGREEMENT (this “Agreement”) is made this 11th day of November, 2016 by and between JayHawk Energy, Inc., a Nevada corporation; Vast Exploration; LLC, a Texas limited liability company, Vast Holdings, LLC, a Nevada limited liability company; Vast Operations, LLC, a Nevada limited liability company; Vast Petroleum Corp., a Kansas corporation (collectively, the “Company”) and Kelly Stopher, a married individual (“Stopher”). The Company and Stopher are individually referred to as a “Party” and collectively referred to as the “Parties”. The effective date of this Agreement is the execution date of the last Party to sign this Agreement.

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