NGAS Resources Inc Sample Contracts

WITNESSETH
Option Agreement • May 22nd, 2000 • Daugherty Resources Inc • Crude petroleum & natural gas • Kentucky
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WITNESSETH:
Incentive Stock Option Agreement • May 21st, 1997 • Alaska Apollo Resources Inc • Crude petroleum & natural gas
ALASKA APOLLO RESOURCES, INC. AND JAYHEAD INVESTMENTS, LTD. WARRANT AGREEMENT
Warrant Agreement • May 21st, 1997 • Alaska Apollo Resources Inc • Crude petroleum & natural gas • Kentucky
3,960,000 Units NGAS RESOURCES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • May 12th, 2010 • NGAS Resources Inc • Crude petroleum & natural gas • New York

LAZARD CAPITAL MARKETS LLC WUNDERLICH SECURITIES, INC. c/o Lazard Capital Markets LLC 30 Rockefeller Plaza New York, New York 10020

BETWEEN
Agreement • December 9th, 1999 • Daugherty Resources Inc • Crude petroleum & natural gas • Kentucky
ALASKA APOLLO RESOURCES, INC. AND EXERGON CAPITAL S.A. WARRANT AGREEMENT
Warrant Agreement • May 21st, 1997 • Alaska Apollo Resources Inc • Crude petroleum & natural gas • Kentucky
RECITALS
Asset Purchase Agreement • August 19th, 2004 • NGAS Resources Inc • Crude petroleum & natural gas • Virginia
BACKGROUND
Registration Rights Agreement • September 9th, 2003 • Daugherty Resources Inc • Crude petroleum & natural gas • New York
UNDERWRITING AGREEMENT
Underwriting Agreement • November 20th, 2007 • NGAS Resources Inc • Crude petroleum & natural gas • New York

NGAS Resources, Inc., a corporation organized under the laws of the Province of British Columbia (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 4,200,000 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), to the several underwriters named in Schedule I (collectively, the “Underwriters”), for whom BMO Capital Markets Corp., a Delaware corporation (“BMOCM”), is acting as representative (the “Representative”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 14th, 2005 • NGAS Resources Inc • Crude petroleum & natural gas • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 13, 2005, by and among NGAS Resources, Inc., a corporation incorporated under the laws of the Province of British Columbia, with headquarters located at 120 Prosperous Place, Suite 201, Lexington, Kentucky 40509 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

BACKGROUND
Securities Purchase Agreement • September 9th, 2003 • Daugherty Resources Inc • Crude petroleum & natural gas • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 14th, 2005 • NGAS Resources Inc • Crude petroleum & natural gas • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 13, 2005, by and among NGAS Resources, Inc., a corporation incorporated under the laws of the Province of British Columbia, with headquarters located at 120 Prosperous Place, Suite 201, Lexington, Kentucky 40509, and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

BACKGROUND
Registration Rights Agreement • October 5th, 2004 • NGAS Resources Inc • Crude petroleum & natural gas • Delaware
Amended and Restated Credit Agreement
Credit Agreement • August 7th, 2008 • NGAS Resources Inc • Crude petroleum & natural gas • Ohio

Each change in the Applicable Margin for Eurodollar Loans, the Applicable Margin for ABR Loans, and the Unused Commitment Fee Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next change. If an Event of Default exists, the Applicable Margin and the Unused Commitment Fee Rate shall be at Level V.

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ARRANGEMENT AGREEMENT Dated as of December 23, 2010 BY AND BETWEEN MAGNUM HUNTER RESOURCES CORPORATION AND NGAS RESOURCES, INC.
Arrangement Agreement • December 27th, 2010 • NGAS Resources Inc • Crude petroleum & natural gas • Delaware

THIS ARRANGEMENT AGREEMENT dated as of December 23, 2010 (this “Agreement”) by and between Magnum Hunter Resources Corporation, a corporation existing under the laws of Delaware (“Acquiror”) and NGAS Resources, Inc., a company existing under the laws of British Columbia (the “Company” and together with Acquiror, the “Parties”).

FORM OF SUPPORT AGREEMENT
Form of Support Agreement • December 27th, 2010 • NGAS Resources Inc • Crude petroleum & natural gas • British Columbia

THIS SUPPORT AGREEMENT (this “Agreement”) is made the 23rd day of December, 2010 between THE PERSONS NAMED ON THE SIGNATURE PAGES HERETO (each such person a “Seller” and collectively the “Sellers”) and Magnum Hunter Resources Corporation, a corporation existing under the laws of Delaware (the “Acquiror”).

BACKGROUND
Securities Purchase Agreement • October 5th, 2004 • NGAS Resources Inc • Crude petroleum & natural gas • Delaware
JOINT OWNERSHIP AGREEMENT
Joint Ownership Agreement • July 17th, 2009 • NGAS Resources Inc • Crude petroleum & natural gas • Texas

THIS JOINT OWNERSHIP AGREEMENT (this “Agreement”), entered into this 15th day of July, 2009, by and between Seminole Gas Company, L.L.C. (“Seminole”) and NGAS Gathering II, LLC, a Kentucky limited liability company (“NNG”), also hereinafter referred to individually or collectively as “Owner” or “Owners” or “Party” or “Parties”, respectively.

NGAS Resources, Inc. FORM OF AMENDMENT TO LONG TERM INCENTIVE AGREEMENT
Long Term Incentive Agreement • December 27th, 2010 • NGAS Resources Inc • Crude petroleum & natural gas

This AMENDMENT TO LONG TERM INCENTIVE AGREEMENT (the “Amendment”) is entered into as of December 23, 2010 between NGAS Resources, Inc., a British Columbia corporation (the “Company”), and_______________ , the _____________ of the Company (the “Executive”).

GAS GATHERING AGREEMENT
Gas Gathering Agreement • July 17th, 2009 • NGAS Resources Inc • Crude petroleum & natural gas • Texas

THIS GAS GATHERING AGREEMENT (this “Agreement”), dated effective July 15, 2009 (the “Effective Date”), is by and among (i) NGAS Gathering II, LLC, a Kentucky limited liability company (“NNG”) and Seminole Gas Company, L.L.C., an Oklahoma limited liability company (“Seminole”), (NNG and Seminole are referred to herein collectively as the “Gathering System Owners”) and (ii) Seminole Energy Services, LLC, an Oklahoma limited liability company (“Shipper”). Gathering System Owners and Shipper are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

FORM OF JOINT DRILLING AND OPERATING AGREEMENT
Form of Joint Drilling and Operating Agreement • November 1st, 2007 • NGAS Resources Inc • Crude petroleum & natural gas • Kentucky

This JOINT DRILLING AND OPERATING AGREEMENT is entered into as of ___, 200___by and between NGAS Partners ___Drilling Program, a Kentucky general partnership (the “Program”), and Daugherty Petroleum, Inc., a Kentucky corporation (“DPI”).

NGAS Resources, Inc. FORM OF AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 27th, 2010 • NGAS Resources Inc • Crude petroleum & natural gas

This AMENDMENT TO CHANGE OF CONTROL AGREEMENT (the “Amendment”) is entered into as of December 23, 2010 between NGAS Resources, Inc., a British Columbia corporation formerly named Daugherty Resources, Inc. (the “Company”), and ______________, the ______________ of the Company (the “Executive”).

Amendment No. 1 to Amended and Restated Credit Agreement
Credit Agreement • August 7th, 2008 • NGAS Resources Inc • Crude petroleum & natural gas • Ohio

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), effective (subject to Section 2 below) as of June 30, 2008 (the “Amendment Effective Date”), by and among NGAS RESOURCES, INC., a corporation organized under the laws of the Province of British Columbia (“Holdings”), DAUGHERTY PETROLEUM, INC., a Kentucky corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to the Credit Agreement referred to below (the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

NGAS Resources, Inc. LONG TERM INCENTIVE AGREEMENT
Long Term Incentive Agreement • March 12th, 2009 • NGAS Resources Inc • Crude petroleum & natural gas • Delaware

This LONG TERM INCENTIVE AGREEMENT is entered into as of December 9, 2008 between NGAS Resources, Inc., a British Columbia corporation (the “Company”), and , the of the Company (the “Executive”).

OMNIBUS AGREEMENT
Gas Gathering Agreement • March 16th, 2011 • NGAS Resources Inc • Crude petroleum & natural gas • Texas

This Omnibus Agreement (“Agreement”), entered into as of the 10th day of March, 2011, is by and between Seminole Energy Services, L.L.C., an Oklahoma limited liability company (“SES”), Seminole Gas Company, L.L.C., an Oklahoma limited liability company (“SGC”), Magnum Hunter Resources Corporation, a Delaware corporation (“MHR”), NGAS Production Co., a Kentucky corporation (formerly known as Daugherty Petroleum, Inc.) (“NPC”), NGAS Gathering, LLC, a Kentucky limited liability company (“NGL”), NGAS Gathering II, LLC, a Kentucky limited liability company (“NNG”), and NGAS Resources, Inc., a British Columbia corporation (“NGAS”). Each of the companies executing this Amendment may be referred to herein as a “Party,” and they may be collectively referred to herein as the “Parties”.

NGAS Resources, Inc. SECOND AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • January 28th, 2011 • NGAS Resources Inc • Crude petroleum & natural gas • Delaware

This SECOND AMENDMENT TO CHANGE OF CONTROL AGREEMENT (the “Amendment”) is entered into as of January 24, 2011 between NGAS Resources, Inc., a British Columbia corporation formerly named Daugherty Resources, Inc. (the “Company”), and _____, the _____ of the Company (the “Executive”).

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