SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2006, by and among BARNABUS ENERGY, INC., a Nevada corporation (the “Company”), and Cornell Capital Partners, LP, a Delaware limited partnership (the “Buyer”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • April 5th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2006, by and among BARNABUS ENERGY, INC., a Nevada corporation (the “Company”), and the undersigned investor listed on Schedule I attached hereto (the “Investor”).
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • April 5th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of March 31, 2006 (the “Effective Date”) by and among BARNABUS ENERGY, INC., a corporation organized and existing under the laws of the State of Nevada (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
SECURITY AGREEMENTSecurity Agreement • April 5th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March 31, 2006, by and between 2093603 Ontario Inc., a corporation organized and exiting under the laws of the Ontario Canada with its principal place of business at 100 King Street West First Canadian Place Toronto, Ontario Canada M5X1G5 (the “Company”), and Cornell Capital Partners, LP (the “Secured Party”).
ContractBarnabus Energy, Inc. • April 5th, 2006 • Crude petroleum & natural gas • Nevada
This Warrant and the shares purchasable hereunder have been acquired for investment and have not been registered under the securities act of 1933. Neither this warrant nor such shares may be sold or transferred in the absence of such registration in effect under such act unless the company receives an opinion of counsel or other evidence reasonably acceptable to it demonstrating that such sale or transfer is exempt from the registration and prospectus delivery requirements of said act or unless sold pursuant to rule 144 of such act.
AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • April 5th, 2006 • Barnabus Energy, Inc. • Crude petroleum & natural gas • Nevada
Barnabus Energy, Inc., a Nevada corporation, with offices at 514 Via de la Valle, Suite 200, Solana Beach, CA 92075 (the “Licensee,” and, collectively, with Licensor, the “Parties”),
