Exhibit 10.2


     

     

    CALIBRE
      ENERGY, INC.

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
      is
      made as of November 6, 2006, by and among Calibre Energy, Inc., a Nevada
      corporation (the “Company”),
      and
      the undersigned holders of common stock (the “Company
      Stock”)
      of the
      Company together with their qualifying transferees (the “Holders”).
      

     

    RECITALS:

     

    	A.  	
            The
              Company has sold warrants exercisable for shares of the Company’s Common
              Stock (collectively with the shares sold, the “Common
              Shares”)
              to the Holders pursuant to one or more Subscription Agreements (each
              a
              “Subscription”).

          


     

    	B.  	
            The
              sale of the warrants is conditional upon the granting of the rights
              set
              forth herein, and by this Agreement the Company and the Holders desire
              to
              provide for certain rights as set forth
              herein.

          


     

    NOW,
      THEREFORE, in consideration of the foregoing and of the mutual promises and
      covenants contained herein, the parties, severally and not jointly, hereby
      agree
      as follows:

     

    AGREEMENT:

     

    1. Registration
      Rights.

     

    1.1  Definitions.
      As used
      in this Agreement, the following terms shall have the following respective
      meanings:

     

    (a)  The
      terms
“register,”
      “registered”
and
      “registration”
refer
      to a registration effected by preparing and filing a registration statement
      in
      compliance with the Securities Act of 1933, as amended (the “Securities
      Act”),
      and
      the declaration or ordering of the effectiveness of such registration
      statement.

     

    (b)  The
      term
“Registrable
      Securities”
means
      (i) any and all Common Shares issued or issuable upon exercise of the warrants
      issued and sold by the Company pursuant to the Subscriptions; (ii) stock
      issued in lieu of the Common Shares referred to in (i) in any
      reorganization which has not been sold to the public; or (iii) stock issued
      in respect of the Common Shares referred to in (i) and (ii) as a
      result of a stock split, stock dividend, recapitalization or the like, which
      has
      not been sold to the public.

     

    (c)  The
      terms
“Holder”
or
      “Holders”
means
      any person or persons who hold Registrable Securities or qualifying transferees
      under subsection 1.9 hereof who hold Registrable Securities.

     

    (d)  The
      term
“SEC”
means
      the Securities and Exchange Commission.

     

    (e)  The
      term
“Registration
      Expenses”
shall
      mean all expenses incurred by the Company in complying with subsections 1.2,
      1.3
      and 1.4 hereof, including, without limitation, all registration, qualification
      and filing fees, printing expenses, escrow fees, fees and disbursements of
      counsel for the Company, blue sky fees and expenses, and the expense of any
      special audits incident to or required by any such registration (but excluding
      the compensation of regular employees of the Company which shall be paid in
      any
      event by the Company).

     

    1.2  Company
      Registration.

     

    (a)  Registration.
      If at
      any time or from time to time, the Company shall determine to register any
      shares of its common stock, for its own account or the account of any of its
      shareholders, other than a registration on Form S-8 relating solely to
      employee, director or consultant stock option or purchase plans or other equity
      compensation plans, or a registration on Form S-4 relating solely to a SEC
      Rule 145 transaction, the Company will:

     

    (i)  promptly
      give to each Holder written notice thereof at least 10 days prior to the initial
      filing of the registration statement relating to such registration; and


     

    (ii)  include
      in such registration, and in any underwriting involved therein, all the
      Registrable Securities specified in a written request or requests, made within
      5
      days after receipt of such written notice from the Company, by any Holder or
      Holders, except as set forth in subsection 1.2(b) below.

     

    Notwithstanding
      the foregoing, if the Company shall have already registered for resale pursuant
      to a registration in accordance with Section 1.3 all of the Registrable
      Securities, the Company shall not be required to include such Registrable
      Securities in the Company’s registration or to deliver the written notice to
      each Holder as provided in subsection 1.2(a)(i). 

     

    (b)  Underwriting.

     

    (i)  If
      the
      registration of which the Company gives notice is for a registered public
      offering involving an underwriting, the Company shall so advise the Holders
      as a
      part of the written notice given pursuant to subsection 1.2(a)(i). In such
      event
      the right of any Holder to registration pursuant to subsection 1.2 shall be
      conditioned upon such Holder’s participation in such underwriting and the
      inclusion of such Holder’s Registrable Securities in the underwriting to the
      extent provided herein. Notwithstanding the foregoing, if the Company proposes
      to commence an underwriting with respect to shares of its common stock and
      shall
      not have otherwise been required to deliver a notice of the registration to
      the
      Holders of its Registrable Securities pursuant to the last sentence of
      subsection 1.2(a), the Company shall deliver a written notice of such
      underwriting at least 10 days prior to the commencement of such underwriting
      and
      provide the Holders an opportunity to participate in such underwriting in
      accordance with this subsection 1.2(b). The Company shall, subject to subsection
      1.2(b)(ii) below, include the Registrable Securities of any Holder in such
      underwriting that specifies in a written request or requests, made within 5
      days
      after receipt of such written notice from the Company. All Holders proposing
      to
      distribute their Registrable Securities through any such underwriting pursuant
      to this subsection 1.2(b) shall (together with the Company and the other
      shareholders distributing their shares of common stock through such
      underwriting) enter into an underwriting agreement in customary form with the
      underwriter or underwriters selected for such underwriting by the
      Company.

     

    (ii)  Notwithstanding
      any other provision of this subsection 1.2, if the underwriter managing
      such public offering determines that marketing factors require a limitation
      of
      the number of shares of common stock to be underwritten, and (A) if such
      registration is the first registered offering of the sale of the Company’s
      common stock to the general public, the underwriter may limit the number of
      Registrable Securities to be included in the registration and underwriting,
      or
      may exclude Registrable Securities entirely from such registration and
      underwriting, or (B) if such registration is other than the first
      registered offering of the sale of the Company’s common stock to the general
      public, the underwriter may limit the amount of Registrable Securities to be
      included in the registration and underwriting by the Company’s shareholders;
      provided, however, the number of Registrable Securities to be included in such
      registration and underwriting under this subsection 1.2(b)(ii) shall not be
      reduced to less than thirty percent (30%) of the aggregate shares of common
      stock included in such underwriting without the prior consent of at least a
      majority of the Holders who have requested their Registrable Securities to
      be
      included in such underwriting. The Company shall so advise all Holders of
      Registrable Securities which would otherwise be underwritten pursuant hereto,
      and the number of shares of Registrable Securities that may be included in
      the
      underwriting shall be allocated among Holders requesting inclusion in such
      underwriting in proportion, as nearly as practicable, to the respective amounts
      of Registrable Securities held by each of such Holders as of the date of the
      notice pursuant to subsection 1.2(a)(i) above; provided that the number of
      shares of Registrable Securities requested to be included in such underwriting
      shall not be reduced unless all other shares of common stock being sold by
      shareholders other than the Holders are first entirely excluded from the
      underwriting. If any Holder disapproves of the terms of any such underwriting,
      such Holder may elect to withdraw therefrom by written notice to the Company
      and
      the underwriter. Any Registrable Securities excluded or withdrawn from such
      underwriting shall be withdrawn from such registration.

     

    1.3  Form SB-2
      or S-3.
      In
      addition to the rights and obligations set forth in subsection 1.2 above,
      Company will use commercially reasonable efforts to prepare and file a
      registration statement on Forms SB-2 or S-3 (or any successor to Forms SB-2
      or
      S-3) to register the resale from time to time of the Holder’s Registrable
      Securities. In such a registration, the Company shall use commercially
      reasonable efforts to cause such registration statement on Forms SB-2 or S-3
      (or
      any successor form to Forms SB-2 or S-3) to be declared effective by the
      SEC as soon as practicable; provided, however, the Company shall not be required
      to effect a registration pursuant to this subsection 1.3:

     

    (a)  in
      any
      particular jurisdiction in which the Company would be required to execute a
      general consent to service of process in effecting such registration,
      qualification or compliance unless the Company is already subject to service
      in
      such jurisdiction and except as may be required by the Securities Act;
      or

     

    (b)  during
      the period starting with the date of filing of, and ending on a date 90 days
      following the effective date of, a registration statement pursuant to subsection
      1.2, provided that the Company is actively employing in good faith all
      reasonable efforts to cause such registration statement to become effective
      and
      further provided that no other person or entity could require the Company to
      file a registration statement in such period.

     

    Any
      Holder that intends to dispose of Registrable Securities pursuant to a
      registration under this subsection 1.3 shall not offer, sell or otherwise
      dispose of any Registrable Securities unless it has provided to the Company
      a
      written notice of its intent to offer and sell the Registrable Securities
      pursuant to a registration under this subsection 1.3 at least ten (10) days
      prior to the offer or sale of the Registrable Securities. Upon receipt of such
      notice by the Company from a Holder, the Company may voluntarily suspend the
      effectiveness of any registration statement filed pursuant to this subsection
      1.3 for a limited time, which in no event shall be longer than 90 days in any
      six-month period, if the Company has been advised by counsel or underwriters
      to
      the Company that the offering for resale of any Registrable Securities pursuant
      to the registration statement would materially adversely affect, or would be
      improper in view of (or improper without disclosure in a prospectus), a proposed
      financing, a reorganization, recapitalization, merger, consolidation or other
      transaction involving the Company.

     

    1.4  Expenses
      of Registration.
      All
      Registration Expenses incurred in connection with any registration,
      qualification or compliance pursuant to this Section 1 shall be borne by
      the Company except as follows:

     

    (a)  The
      Company shall not be required to pay fees or disbursements of more than one
      firm
      of legal counsel to the Holders, such fees to not exceed $10,000 in the
      aggregate.

     

    (b)  The
      Company shall not be required to pay underwriters’ fees, discounts or
      commissions relating to Registrable Securities.

     

    1.5  Registration
      Procedures.
      In the
      case of each registration, qualification or compliance effected by the Company
      pursuant to this Agreement, the Company will keep each Holder participating
      therein advised in writing as to the initiation of each registration,
      qualification and compliance and as to the completion thereof. Except as
      otherwise provided in subsection 1.4, at its expense the Company
      will:

     

    (a)  Prepare
      and file with the SEC a registration statement with respect to such Registrable
      Securities and use its commercially reasonable efforts to cause such
      registration statement to become effective, and, upon the request of the Holders
      of a majority of the Registrable Securities registered thereunder, keep such
      registration statement effective for up to 120 days, or if such registration
      statement is on Form SB-2 or S-3 (or any successor to Form SB-2 or S-3) and
      provides for sales of securities from time to time pursuant to Rule 415 under
      the Securities Act, for up to one year.

     

    (b)  Prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Securities Act with
      respect to the disposition of all Registrable Securities covered by such
      registration statement.

     

    (c)  Furnish,
      without charge, to the Holders such numbers of copies of a prospectus, including
      each preliminary prospectus, in conformity with the requirements of the
      Securities Act, and such other documents as they may reasonably request in
      order
      to facilitate the disposition of Registrable Securities owned by them. The
      Holders shall not be entitled to use any selling materials other than a
      prospectus and such other materials as may be approved by the Company, which
      approval shall not be unreasonably withheld.

     

    (d)  Use
      its
      commercially reasonable efforts to register and qualify the securities covered
      by such registration statement under such other securities or Blue Sky laws
      of
      such jurisdictions as shall be reasonably requested by the Holders or any
      managing underwriter, provided that the Company shall not be required in
      connection therewith or as a condition thereto to qualify to do business or
      to
      file a general consent to service of process in any such states or
      jurisdictions.

     

    (e)  In
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter of such offering. Notwithstanding the foregoing, the
      Company shall not be obligated to enter into an underwriting agreement with
      any
      underwriter unless the Company was previously consulted with respect to the
      selection of each underwriter and the Company consented to such selection,
      which
      consent shall not be unreasonably withheld. Each Holder participating in such
      underwriting shall also enter into and perform its obligations under such an
      agreement.

     

    (f)  Notify
      each Holder of Registrable Securities covered by such registration statement
      at
      any time when a prospectus relating thereto is required to be delivered under
      the Securities Act or the happening of any event as a result of which the
      prospectus included in such registration statement, as then in effect, includes
      an untrue statement of a material fact or omits to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading in the light of the circumstances then existing.

     

    (g) The
      Company shall:

     

    (i)  make
      available for inspection by a representative of the Holders, the managing
      underwriter participating in any disposition pursuant to such registration
      statement and one firm of attorneys designated by the Holders (upon execution
      of
      customary confidentiality agreements reasonably satisfactory to the Company
      and
      its counsel), at reasonable times and in reasonable manner, financial and other
      records, documents and properties of the Company that are pertinent to the
      conduct of due diligence customary for an underwritten offering, and cause
      the
      officers, directors and employees of the Company to supply all information
      reasonably requested by any such representative, underwriter or attorney in
      connection with a registration statement as shall be necessary to enable such
      persons to conduct a reasonable investigation within the meaning of Section
      11
      of the Securities Act.

     

    (ii)  use
      its
      commercially reasonable efforts to cause all Registrable Securities covered
      by a
      registration statement to be listed on any securities exchange or any automated
      quotation system on which the shares of common stock of the Company are then
      listed;

     

    (iii)  cause
      to
      be provided to the Holders that are selling Registrable Securities pursuant
      to
      such registration statement and to the managing underwriter if any disposition
      pursuant to such registration statement is an underwritten offering, upon the
      effectiveness of such registration statement, a customary “10b-5”
opinion
      of independent counsel (an “Opinion”)
      and a
      customary “cold comfort” letter of independent auditors (a “Comfort
      Letter”)
      in
      each case addressed to such Holders and managing underwriter, if
      any;

     

    (iv)  notify
      in
      writing the Holders that are selling Registrable Securities pursuant to such
      registration statement and any managing underwriter if any disposition pursuant
      to such registration statement is an underwritten offering, (A) when the
      registration statement has become effective and when any post-effective
      amendment thereto has been filed and becomes effective, (B) of any request
      by
      the SEC or any state securities authority for amendments and supplements to
      the
      registration statement or of any material request by the SEC or any state
      securities authority for additional information after the registration statement
      has become effective, (C) of the issuance by the SEC or any state securities
      authority of any stop order suspending the effectiveness of the registration
      statement or the initiation of any proceedings for that purpose, (D) if, between
      the effective date of the registration statement and the closing of any sale
      of
      Registrable Securities covered thereby, the representations and warranties
      of
      the Company contained in any underwriting agreement, securities sales agreement
      or other similar agreement, including this Agreement, relating to disclosure
      cease to be true and correct in all material respects or if the Company receives
      any notification with respect to the suspension of the qualification of the
      Registrable Securities for sale in any jurisdiction or the initiation of any
      proceeding for such purpose, (E) of the happening of any event during the period
      the registration statement is effective such that such registration statement
      or
      the related prospectus contains an untrue statement of a material fact or omits
      to state a material fact required to be stated therein or necessary to make
      statements therein not misleading (in the case of a prospectus, in light of
      circumstances under which they were made) and (F) of any determination by the
      Company that a post-effective amendment to the registration statement would
      be
      appropriate. The Holders hereby agree to suspend, and to cause any managing
      underwriter to suspend, use of the prospectus contained in a registration
      statement upon receipt of such notice under clause (C), (E) or (F) above until,
      in the case of clause (C), such stop order is removed or rescinded or, in the
      case of clauses (E) and (F), the Company has amended or supplemented such
      prospectus to correct such misstatement or omission or otherwise.

     

    If
      the
      notification relates to an event described in clauses (E) or (F), the Company
      shall promptly prepare and furnish to each selling Holder and each underwriter,
      if any, a reasonable number of copies of a prospectus supplemented or amended
      so
      that, as thereafter delivered to the purchasers of such Registrable Securities,
      such prospectus shall not include an untrue statement of a material fact or
      omit
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading.

     

    (v)  provide
      and cause to be maintained a transfer agent and registrar for all such
      Registrable Securities covered by such registration statement not later than
      the
      effective date of such registration statement;

     

    (vi)  deliver
      promptly upon request to each Holder participating in the offering and each
      underwriter, if any, copies of all correspondence between the SEC and the
      Company, its counsel or auditors and all memoranda relating to discussions
      with
      the SEC and its staff with respect to the registration statement, other than
      those portions of any such correspondence and memoranda which contain
      information subject to attorney-client privilege with respect to the Company,
      and, upon receipt of such confidentiality agreements as the Company may
      reasonably request, make reasonably available for inspection by any Holder
      of
      such Registrable Securities covered by such registration statement, by any
      underwriter, if any, participating in any disposition to be effected pursuant
      to
      such registration statement and by any attorney, accountant or other agent
      retained by any such Holder or any such underwriter, all pertinent financial
      and
      other records, pertinent corporate documents and properties of the Company,
      and
      cause all of the Company’s officers, directors and employees to supply all
      information reasonably requested by any such Holder, underwriter, attorney,
      accountant or agent in connection with such registration statement;

     

    (vii)  use
      commercially reasonable efforts to obtain the withdrawal of any order suspending
      the effectiveness of the registration statement;

     

    (viii)  provide
      a
      CUSIP number for all Registrable Securities not later than the effective date
      of
      any registration statement;

     

    (ix)  make
      reasonably available its employees and personnel and otherwise provide
      reasonable assistance to the underwriters in the marketing of Registrable
      Securities in any underwritten offering;

     

    (x)  promptly
      prior to the filing of any document which is to be incorporated by reference
      into the registration statement or the prospectus (after the initial filing
      of
      such registration statement) (other than a registration statement or prospectus
      prepared pursuant to subsection 1.3) provide copies of such document to counsel
      to the seller of Registrable Securities and to the managing underwriter, if
      any,
      and make the Company’s representatives reasonably available for discussion of
      such document and make such changes in such document concerning such sellers
      prior to the filing thereof as counsel for such sellers or underwriters may
      reasonably request; and

     

    (xi)  cooperate
      with the sellers of Registrable Securities and the managing underwriter, if
      any,
      to facilitate the timely preparation and delivery of certificates not bearing
      any restrictive legends representing the Registrable Securities to be sold,
      and
      cause such Registrable Securities to be issued in such denominations and
      registered in such names in accordance with the underwriting agreement prior
      to
      any sale of Registrable Securities to the underwriters or, if not an
      underwritten offering, in accordance with the instructions of the sellers of
      Registrable Securities at least three business days prior to any sale of
      Registrable Securities.

     

    1.6  Indemnification.

     

    (a)  The
      Company will indemnify and hold harmless to the fullest extent permitted by
      law
      each Holder of Registrable Securities and each of its officers, directors and
      partners, and each person controlling such Holder, with respect to which such
      registration, qualification or compliance has been effected pursuant to this
      Agreement, and each underwriter, if any, and each person who controls any
      underwriter of the Registrable Securities held by or issuable to such Holder,
      against all claims, losses, expenses, damages and liabilities (or actions in
      respect thereto) arising out of or based on (i) any untrue statement (or alleged
      untrue statement) of a material fact contained in any registration statement
      under which such securities were registered under the Securities Act or the
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein not misleading;
      (ii)
      any untrue statement (or alleged untrue statement) of a material fact contained
      in any preliminary or final prospectus, or based on any omission (or alleged
      omission) to state therein a material fact required to be stated therein or
      necessary to make the statement therein, in light of the circumstances under
      which they were made, or not misleading, or (iii) any violation or alleged
      violation by the Company of the Securities Act, the Exchange Act or any state
      securities law applicable to the Company or any rule or regulation promulgated
      under the Securities Act, the Exchange Act or any such state law and relating
      to
      action or inaction required of the Company in connection with any such
      registration, qualification of compliance, and will reimburse each such Holder,
      each of its officers, directors and partners, and each person controlling such
      Holder, each such underwriter and each person who controls any such underwriter,
      within a reasonable amount of time after incurred for any reasonable legal
      and
      any other expenses incurred in connection with investigating, defending or
      settling any such claim, loss, damage, liability or action; provided, however,
      that the indemnity agreement contained in this subsection 1.6(a) shall not
      apply to amounts paid in settlement of any such claim, loss, damage, liability,
      or action if such settlement is effected without the consent of the Company
      (which consent shall not be unreasonably withheld); and provided further, that
      the Company will not be liable in any such case to the extent that any such
      claim, loss, damage or liability arises out of or is based on any untrue
      statement or omission based upon written information furnished to the Company
      by
      such Holder or underwriter specifically for use therein; and provided further,
      however, that the Company will not be liable in any such case to the extent
      that
      any such claim, loss, damage or liability arises directly out of or is based
      primarily upon an untrue statement or omission made in any preliminary or final
      prospectus if (i) such Holder failed to send or deliver a copy of the final
      prospectus or prospectus supplement with or prior to the delivery of written
      confirmation of the sale of the Registrable Securities and (ii) the final
      prospectus or prospectus supplement would have corrected such untrue statement
      or omission.

     

    (b)  Each
      Holder will, if Registrable Securities held by or issuable to such Holder are
      included in the securities as to which such registration, qualification or
      compliance is being effected, severally and not jointly, indemnify and hold
      harmless to the fullest extent permitted by law the Company, each of its
      directors and officers, each underwriter, if any, of the Company’s securities
      covered by such a registration statement, each person who controls the Company
      within the meaning of the Securities Act, and each other such Holder, each
      of
      its officers, directors and partners and each person controlling such Holder,
      against all claims, losses, expenses, damages and liabilities (or actions in
      respect thereof) arising out of or based on any untrue statement (or alleged
      untrue statement) of a material fact contained in any such registration
      statement or final prospectus, or based on any omission (or alleged omission)
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, and will reimburse the Company, such
      Holders, such directors, officers, partners, persons or underwriters for any
      reasonable legal or any other expenses incurred in connection with
      investigating, defending or settling any such claim, loss, damage, liability
      or
      action, in each case to the extent, but only to the extent, that such untrue
      statement (or alleged untrue statement) or omission (or alleged omission) is
      made in such registration statement or prospectus in reliance upon and in
      conformity with information furnished to the Company by such Holder specifically
      for use therein; provided, however, that the indemnity agreement contained
      in
      this subsection 1.6(b) shall not apply to amounts paid in settlement of any
      such
      claim, loss, damage, liability or action if such settlement is effected without
      the consent of the Holder, (which consent shall not be unreasonably withheld);
      and provided further, that the total amount for which any Holder shall be liable
      under this subsection 1.6(b) shall not in any event exceed the net proceeds
      received by such Holder from the sale of Registrable Securities held by such
      Holder in such registration; and provided further, that a Holder will not be
      liable in any such case to the extent that any such claim, loss, damage or
      liability arises out of or is based on any untrue statement or omission based
      upon written information furnished to the Holder by the Company or underwriter
      specifically for use therein.

     

    (c)  Each
      party entitled to indemnification under this subsection 1.6 (the
“Indemnified
      Party”)
      shall
      give notice to the party required to provide indemnification (the “Indemnifying
      Party”)
      promptly after such Indemnified Party has actual knowledge of any claim as
      to
      which indemnity may be sought, and shall permit the Indemnifying Party to assume
      the defense of any such claim or any litigation resulting therefrom; provided
      that counsel for the Indemnifying Party, who shall conduct the defense of such
      claim or litigation, shall be approved by the Indemnified Party (whose approval
      shall not be unreasonably withheld), and the Indemnified Party may participate
      in such defense at such party’s expense; and provided further, that the failure
      of any Indemnified Party to give notice as provided herein shall not relieve
      the
      Indemnifying Party of its obligations hereunder, except to the extent such
      failure resulted in material prejudice to the Indemnifying Party; and provided
      further, that an Indemnified Party (together with all other Indemnified Parties
      which may be represented without conflict by one counsel) shall have the right
      to retain one separate counsel, with the fees and expenses to be paid by the
      Indemnifying Party, if representation of such Indemnified Party by the counsel
      retained by the Indemnifying Party would be inappropriate due to actual or
      potential differing interests between such Indemnified Party and any other
      party
      represented by such counsel in such proceeding. No Indemnifying Party, in the
      defense of any such claim or litigation, shall, except with the consent of
      each
      Indemnified Party, consent to entry of any judgment or enter into any settlement
      which does not include as an unconditional term thereof the giving by the
      claimant or plaintiff to such Indemnified Party of a release from all liability
      in respect to such claim or litigation.

     

    (d)  If
      for
      any reason the foregoing indemnity is unavailable or is insufficient to hold
      harmless an indemnified party under subsection 1.6, then each Indemnifying
      Party
      shall contribute to the amount paid or payable by such Indemnified Party as
      a
      result of any claim in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party, on the one hand, and the Indemnified Party,
      on
      the other hand, with respect to such offering of securities. The relative fault
      shall be determined by reference to, among other things, whether the untrue
      or
      alleged untrue statement of a material fact or the omission or alleged omission
      to state a material fact relates to information supplied by the Indemnifying
      Party or the Indemnified Party and the parties' relative intent, knowledge,
      access to information and opportunity to correct or prevent such untrue
      statement or omission. If, however, the allocation provided in the second
      preceding sentence is not permitted by applicable law, then each Indemnifying
      Party shall contribute to the amount paid or payable by such Indemnified Party
      in such proportion as is appropriate to reflect not only such relative faults,
      but also any other relevant equitable considerations. The parties hereto agree
      that it would not be just and equitable if contributions pursuant to this
      subsection 1.6(d) were to be determined by pro rata allocation or by any other
      method of allocation which does not take into account the equitable
      considerations referred to in the preceding sentences of this
      subsection 1.6(d). The amount paid or payable in respect of any claim shall
      be deemed to include any legal or other expenses reasonably incurred by such
      Indemnified Party in connection with investigating or defending any such claim.
      No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f)
      of the Securities Act) shall be entitled to contribution from any person who
      was
      not guilty of such fraudulent misrepresentation. Notwithstanding anything in
      this subsection 1.6 to the contrary, no Indemnifying Party (other than the
      Company) shall be required pursuant to this subsection 1.6(d) to contribute
      any
      amount in excess of the net proceeds received by such Indemnifying Party from
      the sale of Registrable Securities in the offering to which the losses, claims,
      damages or liabilities of the Indemnified Parties relate, less the amount of
      any
      indemnification payment made pursuant to subsection 1.6.

     

    (e)  The
      indemnity agreements contained herein shall be in addition to any other rights
      to indemnification or contribution which any Indemnified Party may have pursuant
      to law or contract and shall remain operative and in full force and effect
      regardless of any investigation made or omitted by, or on behalf of, any
      Indemnified Party and shall survive the transfer of the Registrable Securities
      by any such party.

     

    1.7  Information
      by Holder.
      Any
      Holder or Holders of Registrable Securities included in any registration shall
      promptly furnish to the Company such information regarding such Holder or
      Holders and the distribution proposed by such Holder or Holders as the Company
      may reasonably request and as shall be required in connection with any
      registration, qualification or compliance referred to herein.

     

    1.8  Rule
      144 Reporting.
      With a
      view to making available to Holders the benefits of certain rules and
      regulations of the SEC which may permit the sale of the Registrable Securities
      to the public without registration, the Company agrees at all times
      to:

     

    (a)  make
      and
      keep public information available, as those terms are understood and defined
      in
      SEC Rule 144, after 90 days after the effective date of the first
      registration filed by the Company for an offering of its securities to the
      general public;

     

    (b)  file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act (at any time after it
      has
      become subject to such reporting requirements); and

     

    (c)  so
      long
      as a Holder owns any Registrable Securities, to furnish to such Holder forthwith
      upon receipt of a written request a written statement by the Company as to
      its
      compliance with the reporting requirements of said Rule 144 (at any time
      after 90 days after the effective date of the first registration statement
      filed
      by the Company for an offering of its securities to the general public), and
      of
      the Securities Act and the Exchange Act (at any time after it has become subject
      to such reporting requirements), a copy of the most recent annual or quarterly
      report of the Company, and such other reports and documents so filed by the
      Company as the Holder may reasonably request in complying with any rule or
      regulation of the SEC allowing the Holder to sell any such securities without
      registration.

     

    1.9  Transfer
      of Registration Rights.
      Holders’ rights to cause the Company to register their securities and keep
      information available, granted to them by the Company under
      subsections 1.2, 1.3 and 1.8, may be assigned to a transferee or assignee
      of (i) at least 100,000 shares of Registrable Securities (as adjusted for
      stock splits, stock dividends, recapitalizations and like events), (ii) the
      transfer is in connection with the transfer of all the Registrable Securities
      of
      a Holder (including by way of transfer of a Holder’s Common Shares), or
      (iii) to any constituent partners or members of a Holder which is a
      partnership or limited liability company, or to affiliates (as such term is
      defined in SEC Rule 405) of a Holder, provided, that (a) the Company is given
      written notice by such Holder at the time of or within a reasonable time after
      said transfer, stating the name and address of said transferee or assignee,
      and
      identifying the securities with respect to which such registration rights are
      being assigned; (b) the assignee
      or transferee of such rights agrees in writing to be bound by the terms and
      conditions of this Agreement, and
      (c)
      solely as to transfers pursuant to clause (iii) above, any transferees or
      assignees agree to act through a single representative. The Company may prohibit
      the transfer of any Holders’ rights under this subsection 1.9 to any proposed
      transferee or assignee who the Company reasonably believes is a competitor
      of
      the Company, or when such transfer may violate applicable securities laws.
      Notwithstanding anything else in this subsection 1.9, any Holder may transfer
      rights to a transferee of a Holder’s Registrable Securities (or Common Shares)
      if such transferee is a partner, member or shareholder or a retired partner,
      member or shareholder of such Holder. 

     

    1.10  “Market
      Stand-Off” Agreement.
      Each
      Holder hereby agrees that, during the period of duration (not to exceed 180
      days) specified by the Company and an underwriter of common stock or other
      securities of the Company following the effective date of an IPO or reverse
      merger with a public company, it shall not, to the extent requested by the
      Company and such underwriter, directly or indirectly sell, offer to sell,
      contract to sell (including, without limitation, any short sale), grant any
      option to purchase, pledge or otherwise transfer or dispose of (other than
      to
      donees who agree to be similarly bound) any securities of the Company held
      by it
      at any time during such period except common stock included in such
      registration. In order to enforce the foregoing covenant, the Company may impose
      stop-transfer instructions with respect to the securities of the Company held
      by
      any such Holder (and the shares of securities of every other person subject
      to
      the foregoing restriction) until the end of such period.

     

    1.11  Delay
      of Registration.
      No
      Holder shall have any rights to take any actions to restrain, enjoin, or
      otherwise delay any registration as the result of any controversy that might
      arise with respect to the interpretation or implementation of this Section
      1.

     

    1.12  Termination
      of Registration Rights.
      No
      Holder shall be entitled to exercise any right provided for in this Section
      1 at
      any time, and the obligations of the Company to a Holder under this Section
      1
      shall terminate with respect to such Holder, when such Holder may sell all
      its
      Registrable Securities in a three (3) month period under Rule 144 of the Act
      (whether or not such Registrable Securities are then held in the form of Common
      Shares).

     

    2. Affirmative
      Covenants of the Company.
      The
      Company hereby covenants and agrees as follows:

     

    2.1 Annual
      Financial Information.
      The
      Company shall deliver to each Holder of at least ten thousand (10,000) (as
      adjusted for stock splits or recapitalizations) Registrable Securities (a
“Qualified
      Holder”)
      as
      soon as practicable after the end of each fiscal year of the Company, but in
      any
      event within 90 days thereafter, statements of operations, shareholders’
equity and cash flows of the Company for such year, and a balance sheet of
      the
      Company as of the end of such year, such year-end financial reports to be in
      reasonable detail, prepared in accordance with generally accepted accounting
      principles (“GAAP”),
      and
      audited by independent public accountants selected by the Company’s Board of
      Directors.

     

    2.2 Inspection.
      The
      Company shall permit each Qualified Holder, at such Qualified Holder’s expense,
      to visit and inspect the Company’s properties, to examine its books of account
      and records and to discuss the Company’s affairs, finances and accounts with its
      officers, all at such reasonable times as may be requested by the Qualified
      Holder; provided, however, that the Company shall not be obligated pursuant
      to
      this subsection to provide access to any information which it reasonably
      considers to be a trade secret or similar confidential information.

     

    2.3 Termination
      of Information Covenants and Confidentiality of Information.
      The
      covenants of the Company set forth in subsections 2.1 and 2.2 shall terminate
      as
      to the Qualified Holder and be of no further force or effect when the Company
      first becomes subject to the periodic reporting requirements of Section 12(b),
      12(g) or 15(d) of the Securities Exchange Act of 1934, as amended. Each
      Qualified Holder agrees that it will keep confidential and will not disclose
      or
      divulge any confidential, proprietary or secret information which such Purchaser
      may obtain from the Company, and which the Company has prominently marked
“confidential”,
      “proprietary”
or
      “secret”
or
      has
      otherwise identified as being such, pursuant to financial statements, reports
      and other materials submitted by the Company as required hereunder, unless
      such
      information is or becomes known to the Qualified Holder from a source other
      than
      the Company without violation of any rights of the Company, or is or becomes
      publicly known, or unless the Company gives its written consent to the Qualified
      Holder’s release of such information, except that no such written consent shall
      be required (and the Qualified Holder shall be free to release such information
      to such recipient) if such information is to be provided to a Qualified Holder’s
      counsel or accountant (and the provision of such information is directly
      necessary in order for such recipient provide services to Qualified Holder),
      or
      to an officer, director or partner of a Qualified Holder, provided that the
      Qualified Holder shall inform the recipient of the confidential nature of such
      information, and such recipient agrees in writing in advance of disclosure
      to
      treat the information as confidential.

     

    3. General.

     

    3.1 Waivers
      and Amendments.
      With
      the written consent of the record holders of at least a majority of the
      Registrable Securities, the obligations of the Company and the rights of the
      parties under this Agreement may be waived (either generally or in a particular
      instance, either retroactively or prospectively, and either for a specified
      period of time or indefinitely), and with the same consent the Company, when
      authorized by resolution of its Board of Directors, may enter into a
      supplementary agreement for the purpose of adding any provisions to or changing
      in any manner or eliminating any of the provisions of this Agreement; provided,
      however, that no such modification, amendment or waiver shall reduce the
      aforesaid percentage of Registrable Securities without the consent of all of
      the
      Holders of the Registrable Securities. Notwithstanding the foregoing,
      subsections 2.1, 2.2, and 2.3 may be amended only with the written consent
      of the Company and a majority of the shares then held by Qualified Holders.
      Upon
      the effectuation of each such waiver, consent, agreement of amendment or
      modification, the Company shall promptly give written notice thereof to the
      record holders of the Registrable Securities or Qualified Holders, as the case
      may be, who have not previously consented thereto in writing. This Agreement
      or
      any provision hereof may be changed, waived, discharged or terminated only
      by a
      statement in writing signed by the party against which enforcement of the
      change, waiver, discharge or termination is sought, except to the extent
      provided in this subsection 3.1. 

     

    3.2 Governing
      Law.
      This
      Agreement shall be governed in all respects by the laws of the State of Nevada
      without regard the principles of conflicts of law thereof.

     

    3.3 Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, the provisions hereof shall inure to
      the
      benefit of, and be binding upon, the successors, assigns, heirs, executors
      and
      administrators of the parties hereto.

     

    3.4 Entire
      Agreement.
      Except
      as set forth below, this Agreement and the other documents delivered pursuant
      hereto constitute the full and entire understanding and agreement between the
      parties with regard to the subjects hereof and thereof, and this Agreement
      shall
      supersede and cancel all prior agreements between the parties hereto with regard
      to the subject matter hereof.

     

    3.5 Notices,
      etc.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be delivered by overnight courier service or mailed by first
      class mail, postage prepaid, certified or registered mail, return receipt
      requested, addressed (a) if to any Purchaser, at such party’s address as
      set forth in the Company’s records, or at such other address as such party shall
      have furnished to the Company in writing, or (b) if to the Company, at such
      address as the Company shall have furnished to the Purchaser in
      writing.

     

    3.6 Severability.
      In case
      any provision of this Agreement shall be invalid, illegal, or unenforceable,
      the
      validity, legality and enforceability of the remaining provisions of this
      Agreement or any provision of the other Agreement s shall not in any way be
      affected or impaired thereby.

     

    3.7 Titles
      and Subtitles.
      The
      titles of the sections and subsections of this Agreement are for convenience
      of
      reference only and are not to be considered in construing this
      Agreement.

     

    3.8 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.

     

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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
      set
      forth underneath their respective signatures below.

     

    


     

    “COMPANY”

    


    Calibre
      Energy, Inc.,

    a
      Nevada
      corporation 

    


    


    By:
       /s/
      Prentis B. Tomlinson, Jr. 

    Prentis
      B. Tomlinson, Jr.

    President

    


    Date:
      April 18, 2006

    


    


    “HOLDER”

    


     

    If
      Holder is an individual, sign here:   /s/    

     

    (Signature)

     

    


     

    Print
      Name:_____________________________________

     

    


     

    If
      Holder is a company, trust or other entity, sign here:

     

    


     

    Print
      Entity Name:________________________________

     

    


     

    By:_____________________________________________

     

    (Signature)

     

    Print
      Name and Title:______________________________