REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2010 • ESP Resources, Inc. • Chemicals & allied products • Nevada
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 16, 2010, by and between ESP RESOURCES, INC., a Nevada corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
COMMON STOCK PURCHASE WARRANTESP Resources, Inc. • September 20th, 2010 • Chemicals & allied products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Lincoln Park Capital Fund, 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 September 16, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from ESP RESOURCES, INC., a Nevada corporation (the “Company”), up to 666,667 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).
SCHEDULESPurchase Agreement Purchase Agreement • November 24th, 2010 • ESP Resources, Inc. • Chemicals & allied products • Nevada
FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of up to Five Million Dollars ($5,000,000) of the Corporation’s common stock; and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 18th, 2012 • ESP Resources, Inc. • Chemicals & allied products • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of the _____ day of ___________, 2012 between ESP Resources, Inc., a Nevada corporation (the “Company”), located at 111 Lions Club Street, Scott, Louisiana 70583, and each purchaser identified on the signature pages hereto (“Purchaser” and collectively, the “Purchasers”).
SHARE PURCHASE AGREEMENTThe Share Purchase Agreement • November 26th, 2007 • Pantera Petroleum Inc. • Pharmaceutical preparations • British Columbia
THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:
SHARE PURCHASE AGREEMENTTransfer Agreement • September 14th, 2007 • Arthro Pharmaceuticals, Inc. • Pharmaceutical preparations • Nevada
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties covenant and agree as follows:
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • February 29th, 2008 • Pantera Petroleum Inc. • Pharmaceutical preparations
ContractESP Resources, Inc. • September 18th, 2012 • Chemicals & allied products • 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 (THE “SECURITIES ACT), 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 THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED SHARE PURCHASE AGREEMENTThe Share Purchase Agreement • September 15th, 2008 • Pantera Petroleum Inc. • Oil & gas field exploration services
ARTEMIS ENERGY PLC (formerly Pantera Oil and Gas PLC), a company registered in England, of 15 Poland Street, London, England, W1F 8QE
RESELLER AND LICENSE AGREEMENTServices Agreement • February 21st, 2013 • ESP Resources, Inc. • Chemicals & allied products • New York
This Reseller and License Agreement (this “Agreement”) is between ESP Petrochemicals, Inc., a Louisiana corporation with a principal place of business located at 9595 Six Pines Drive, Suite 6305, The Woodlands, Texas 77380 (“ESP”), and RGV Petroleum, LLC, a Texas limited liability company with a principal place of business at 1117 S 11/2 Street, McAllen, Texas 78501 (“RGV” or “Reseller”) and is effective as of this 15th day of February, 2013 (the “Effective Date”).
AGREEMENTAgreement • November 5th, 2008 • Pantera Petroleum Inc. • Oil & gas field exploration services • Texas
THIS AGREEMENT (the “Agreement”) is dated October 30, 2008, and is entered into by and among PANTERA PETROLEUM INC. (“Pantera”), LAKEHILLS PRODUCTION, INC. (“Lakehills”) and MADOFF ENERGY IV LLC (“Madoff”). Pantera, Lakehills and Madoff are at times each individually referred to herein as a “Party” and are at times collectively referred to herein as the “Parties”.
ContractPantera Petroleum Inc. • August 22nd, 2008 • Oil & gas field exploration services • Nevada
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
ADVISORY BOARD AGREEMENTAdvisory Board Agreement • February 5th, 2008 • Pantera Petroleum Inc. • Pharmaceutical preparations • Nevada
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2012 • ESP Resources, Inc. • Chemicals & allied products • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of the _____ day of ___________, 20____ between ESP Resources, Inc., a Nevada corporation (the “Company”), located at 111 Lions Club Street, Scott, Louisiana 70583, and each purchaser identified on the signature pages hereto (“Purchaser” and collectively, the “Purchasers”).
ESP RESOURCES, INC.Letter Agreement • November 24th, 2010 • ESP Resources, Inc. • Chemicals & allied products
This letter agreement (the “Agreement”) documents our understanding regarding amending that certain Purchase Agreement dated September 16, 2010 (the “Purchase Agreement”) between Lincoln Park Capital Fund, LLC and ESP Resources, Inc. (the “Company”). This Agreement hereby amends the Purchase Agreement by deleting the following from Section 11(a) of the Purchase Agreement:
AMENDING AGREEMENTAmending Agreement • March 19th, 2008 • Pantera Petroleum Inc. • Oil & gas field exploration services
ARTEMIS ENERGY PLC (formerly PANTERA OIL AND GAS PLC), a company registered in England, of 15 Poland Street, London, England, W1F 8QE
SECOND AMENDING AGREEMENTSecond Amending Agreement • August 5th, 2008 • Pantera Petroleum Inc. • Oil & gas field exploration services
ARTEMIS ENERGY PLC (formerly PANTERA OIL AND GAS PLC), a company registered in England, of 15 Poland Street, London, England, W1F 8QE
EQUITY FINANCING AGREEMENTEquity Financing Agreement • February 19th, 2008 • Pantera Petroleum Inc. • Pharmaceutical preparations • Nevada
EQUITY FINANCING AGREEMENT (this "Agreement"), dated as of February 12, 2008, between PANTERA PETROLEUM INC., a Nevada corporation (the "Company"), and FTS FINANCIAL INVESTMENTS LTD., a corporation organized under the laws of Switzerland (the "Investor").
ContractPrivate Placement Subscription Agreement • August 22nd, 2008 • Pantera Petroleum Inc. • Oil & gas field exploration services • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
AGREEMENT FOR SHARE EXCHANGEAgreement for Share Exchange • January 6th, 2009 • Pantera Petroleum Inc. • Oil & gas field exploration services • Texas
This AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is entered into on December 31, 2008, by and among ESP Resources, Inc. formerly known as Pantera Petroleum, Inc., a Nevada corporation (“PANTERA”), ESP Resources, Inc., a Delaware corporation (“ESP”) and ESP Enterprises, Inc., a Colorado corporation and the sole shareholder of ESP (“Enterprises”) .
ContractESP Resources, Inc. • September 18th, 2012 • Chemicals & allied products • 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 (THE “SECURITIES ACT), 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 THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
