EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • August 9th, 2002 • Irv Inc • Retail-auto dealers & gasoline stations • Colorado
AMENDMENT NO. 1 TO ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • November 20th, 2000 • Irv Inc • Services-miscellaneous amusement & recreation
BY AND AMONGAgreement and Plan of Merger • December 22nd, 1999 • Southshore Corp /Co • Services-miscellaneous amusement & recreation • Colorado
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • June 30th, 2006 • Torrent Energy Corp • Crude petroleum & natural gas • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 28, 2006, by and among TORRENT ENERGY CORPORATION a corporation organized and existing under the laws of the state or Colorado (the “Company”) and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).
GROUND LEASE between SAMUEL J. FURROW, a Tennessee resident, as Lessor, and iRV-KNOXVILLE, INC. as LesseeGround Lease • July 14th, 2000 • Irv Inc • Services-miscellaneous amusement & recreation
BY AND AMONGAgreement and Plan of Merger • February 9th, 2000 • Southshore Corp /Co • Services-miscellaneous amusement & recreation • Colorado
MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ("Agreement") is entered into on this ______ day of January, 2000, by and between COACH AND CAMPERS OF KNOXVILLE, LLC, a Tennessee limited liability company ("C&C"), and iRV - KNOXVILLE, INC., a Colorado...Management Agreement • February 9th, 2000 • Southshore Corp /Co • Services-miscellaneous amusement & recreation
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2005 • Torrent Energy Corp • Crude petroleum & natural gas • Colorado
This Securities Purchase Agreement (this “Agreement”) is dated as of July 11, 2005, by and between TORRENT ENERGY CORPORATION, a Colorado corporation (the “Company”), and the Investors identified on the signature pages attached hereto (each an “Investor” and collectively the “Investors”).
INVESTMENT AGREEMENTInvestment Agreement • June 30th, 2006 • Torrent Energy Corp • Crude petroleum & natural gas • New Jersey
THIS INVESTMENT AGREEMENT (the “Agreement”) is dated as of June 28, 2006, by and between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Buyer”) and TORRENT ENERGY CORPORATION, a corporation organized and existing under the laws of the state of Colorado (the “Company”).
STOCK OPTION AND SUBSCRIPTION AGREEMENTStock Option and Subscription Agreement • August 31st, 2005 • Torrent Energy Corp • Crude petroleum & natural gas • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Optionee to the Company (the receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows:
CONSULTING AGREEMENTConsulting Agreement • March 30th, 2005 • Torrent Energy Corp • Crude petroleum & natural gas • Colorado
WITNESSES THAT in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
COMMERCIALSouthshore Corp /Co • June 25th, 1998 • Services-miscellaneous amusement & recreation
EXHIBIT 10.30 8/7/96 COMMERCIAL LEASESouthshore Corp /Co • October 24th, 1996 • Services-miscellaneous amusement & recreation
DRILLING SERVICES AGREEMENTDrilling Services Agreement • October 26th, 2004 • Torrent Energy Corp • Bituminous coal & lignite mining • Oregon
NOW, THEREFORE, in consideration of the premises and the covenants and agreements hereinafter contained, the parties hereto covenant and agree as follows:
INVESTMENT AGREEMENTInvestment Agreement • July 20th, 2005 • Torrent Energy Corp • Crude petroleum & natural gas • New Jersey
THIS INVESTMENT AGREEMENT (the “Agreement”) is dated as of July 12, 2005, by and between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Buyer”) and TORRENT ENERGY CORP., a corporation organized and existing under the laws of the state of Colorado (the “Company”).
OPTION TO ACQUIRE OIL & GAS LEASETorrent Energy Corp • August 18th, 2005 • Crude petroleum & natural gas • Washington
This Option to Acquire Oil & Gas Lease ("Agreement") is entered into by and between Cascadia Energy Corp., a Washington corporation ("Cascadia") and Weyerhaeuser Company, a Washington corporation ("Weyerhaeuser") and is effective as of August 9, 2005. The parties' addresses are as follows:
EXHIBIT 10.2 This Agreement is made and entered into as of this 17th day of July, 2002 by and between ("Company"), a corporation, and Lou Hilford ("Contractor"). In consideration of the mutual promises contained herein, the parties hereto agree as...Irv Inc • November 19th, 2002 • Retail-auto dealers & gasoline stations • British Columbia
VERBAL AGREEMENT WITH OFFICERS, DIRECTORS AND PRINCIPAL SHAREHOLDERSVerbal Agreement • May 29th, 2015 • 1PM Industries • Crude petroleum & natural gas
The document is to disclose the material terms of the verbal agreement between the Company and its officers, directors and principal shareholders who have verbally agreed to provide capital up to $100,000.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2004 • Torrent Energy Corp • Retail-auto dealers & gasoline stations • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 27, 2004, by and among TORRENT ENERGY CORP., a Colorado corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor").
EXHIBIT 10.1 This Agreement is made and entered into as of this 17th day of July, 2002 by and between ("Company"), a corporation, and Thomas E. Mills ("Contractor"). In consideration of the mutual promises contained herein, the parties hereto agree as...Irv Inc • November 19th, 2002 • Retail-auto dealers & gasoline stations • British Columbia
VERBAL AGREEMENT WITH OFFICERS, DIRECTORS AND PRINCIPAL SHAREHOLDERSVerbal Agreement • May 12th, 2015 • 1PM Industries • Crude petroleum & natural gas
The document is to disclose the material terms of the verbal agreement between the Company and its officers, directors and principal shareholders who have verbally agreed to provide capital up to $100,000.
MAIL DISTRIBUTION AGREEMENTMail Distribution Agreement • October 26th, 2004 • Torrent Energy Corp • Bituminous coal & lignite mining • Florida
THIS AGREEMENT made the 9th day of September, by and between Capital Financial Media, LLC., with its principal offices at 120 A NE 5th Avenue, Delray Beach, FL 33483 ("Capital") and Torrent Energy Corporation with offices at Suite 528 - 666 Burrard Street, Vancouver, BC V6C 2X8 (the "Company").
AMENDING AGREEMENT TO LEASE PURCHASE AND SALE AGREEMENT, DATED MAY 11, 2004Amending Agreement • June 23rd, 2004 • Scarab Systems Inc • Retail-auto dealers & gasoline stations
METHANE ENERGY CORP., an Oregon company whose address is 200 Adams Street, Coquille, OR 97427, which is a wholly owned subsidiary of Scarab.
1PM Industries, Inc. A COLORADO CORPORATION 200,000,000 SHARES COMMON STOCK, NO PAR VALUE1PM Industries • September 16th, 2015 • Crude petroleum & natural gas
This certifies that _________________________________________________ is hereby issued ____________________________________________________ fully paid and non-assessable Shares of Common Stock of 1PM Industries, Inc. transferable on the books of the Corporation by the holder hereof, in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.
AGREEMENT FOR WHOLESALE FINANCING This Agreement for Wholesale Financing ("Agreement") is made as of February 18, 2000 between Deutsche Financial Services Corporation ("DFS") and iRV - Knoxville, Inc., a ( ) SOLE PROPRIETORSHIP, ( ) PARTNERSHIP, (x)...Agreement for Wholesale Financing • July 14th, 2000 • Irv Inc • Services-miscellaneous amusement & recreation • Arizona
COMMERCIALSouthshore Corp /Co • August 27th, 1998 • Services-miscellaneous amusement & recreation
SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT DATED AS OF JUNE 6, 2008 BETWEEN TORRENT ENERGY CORPORATION AS BORROWER, THE GUARANTORS PARTY HERETO AND YA GLOBAL INVESTMENTS, L.P. AS LENDERCredit and Guaranty Agreement • July 16th, 2008 • Torrent Energy Corp • Crude petroleum & natural gas • New York
SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT, dated as of June 6, 2008 (this “Agreement”), between TORRENT ENERGY CORPORATION, a Colorado corporation (“Borrower”), as borrower, the subsidiaries of the Borrower party hereto, as guarantors (each, a “Guarantor” and collectively, the “Guarantors”) and YA GLOBAL INVESTMENTS, L.P., a Cayman Islands exempt limited partnership (together with its successors, assigns and transferees, the “Lender”), as lender. Capitalized terms used herein are defined in Annex A or in the text hereof.
JOINT VENTURE AGREEMENT By and Between CASCADIA ENERGY CORP. and ST. HELENS ENERGY, LLC Dated as of August 12, 2005 JOINT VENTURE AGREEMENTJoint Venture Agreement • August 18th, 2005 • Torrent Energy Corp • Crude petroleum & natural gas • Washington
CASCADIA ENERGY CORP., (hereinafter "Cascadia"), a company organized under the laws of the State of Washington, with its principal offices at 11916 - 59 Ave. West, Mukilteo, Washington 98275; and ST. HELENS ENERGY, LLC (hereinafter "St. Helens"), a limited liability company organized under the laws of the State of Washington with its principal offices at Level 10, International House, 26 St. George's Terrace, Perth, Western Australia 6000.
EXHIBIT 10.31 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING COMMERCIAL CONTRACT TO BUY AND SELL REAL ESTATESouthshore Corp /Co • March 3rd, 1998 • Services-miscellaneous amusement & recreation
SECOND AMENDING AGREEMENT TO LEASE PURCHASE AND SALE AGREEMENT, DATED MAY 11, 2004Second Amending Agreement • June 23rd, 2004 • Scarab Systems Inc • Retail-auto dealers & gasoline stations
METHANE ENERGY CORP., an Oregon company whose address is 200 Adams Street, Coquille, OR 97427, which is a wholly owned subsidiary of Scarab.
INVESTOR RELATIONS CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this 3rd day of February 2000, between Access1 Financial (the Consultant), whose principal place of business is 2224 Main Street, Santa...Investor Relations Consulting Agreement • July 14th, 2000 • Irv Inc • Services-miscellaneous amusement & recreation • Nevada
CONFIDENTIALTorrent Energy Corp • July 15th, 2008 • Crude petroleum & natural gas
SUBSCRIPTION AGREEMENTSubscription Agreement • April 7th, 2015 • 1PM Industries • Crude petroleum & natural gas
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • March 23rd, 2000 • Southshore Corp /Co • Services-miscellaneous amusement & recreation • Colorado
OPTION TO ACQUIRE OIL & GAS LEASEGas Lease • May 22nd, 2006 • Torrent Energy Corp • Crude petroleum & natural gas • Washington
This Option to Acquire Oil & Gas Lease ("Agreement") is entered into by and between Cascadia Energy Corp., a Washington corporation ("Cascadia") and Pope Resources L.P., a Delaware Limited Partnership ("Pope") and is effective as of May 9, 2006. The parties' addresses for notice purposes are as follows:
