exv10w2







Exhibit 10.2




Execution Version




SECURITIES PURCHASE AGREEMENT




     SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 23, 2009, by and among
Infinity Energy Resources, Inc., a Delaware corporation, with headquarters located at 11900 College
Blvd., Suite 204, Overland Park, Kansas 66210 (the “Company”) and Off-Shore Finance, LLC, a Nevada
limited liability company (the “Buyer”), 11900 College Blvd., Suite 310, Overland Park, Kansas
66210.



     WHEREAS:



     A. The Company and Buyer are executing and delivering this Agreement in reliance upon the
exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as
amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”) thereunder, as promulgated
by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.



     B. The Company has authorized the issuance of (i) a subordinated secured promissory note in
the aggregate principal amount of $1,275,000 due March 23, 2012 (the “Note”), and (ii) a one
percent (1%) revenue sharing interest with respect to the Company’s Nicaragua concessions in the
Tyra and Perlas Blocks, offshore Nicaragua (the “Concessions”) (the “Revenue Sharing Interest”).



     C. The Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions
stated in this Agreement, (i) the Note, in substantially the form attached hereto as
Exhibit A, and (ii) the Revenue Sharing Interest.



     D. The Note and the Revenue Sharing Interest are collectively referred to herein as the
“Securities.”



     NOW, THEREFORE, the Company and Buyer hereby agree as follows:



     1. PURCHASE AND SALE OF NOTE AND REVENUE SHARING INTEREST.



          (a) Amount. Upon the terms and conditions set forth herein, the Company hereby agrees
to issue and sell to Buyer, and Buyer hereby agrees to purchase from the Company at the Closing (as
defined below), the Securities.




          (b) Closing. The closing (the “Closing”) of the purchase and sale of the Securities
will occur at the offices of Davis Graham & Stubbs LLP, 1550 17th Street, Denver
Colorado, 80202 at 10:00 a.m., Denver Time, on the date hereof (“Closing Date”). At the Closing,
the parties shall take the actions and make such deliveries as are provided in Article 5 below.




          (c) Purchase Price. The purchase price (the “Purchase Price”) of the Securities is
$1,275,000. The Buyer agrees, on the terms and conditions set forth herein and in the Note, to make
loans to the Company upon the Company’s request from time to time, provided that in no event shall
the aggregate principal amount of such loans at any time exceed $1,275,000. On the Closing Date,
(i) Buyer shall deposit the Purchase Price into an escrow account (the “Off-Shore Escrow Account”)
at Amegy Bank National Association (“Amegy”) which is the subject of the escrow agreement




 









 




between the Buyer, Amegy and Amegy Bank National Association as escrow agent, of even date
herewith (the “Off-Shore Escrow Agreement”), by wire transfer of immediately available funds, and
(ii) the Company shall deliver to Buyer the Note and the Revenue Sharing Agreement.




          (d) Fees. In consideration of efforts made by the Buyer in advance of the date of this
Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company agrees to pay Buyer a loan origination fee of $17,912.50 (the “Loan
Origination Fee”). The Company further agrees to pay a commitment fee on unborrowed amounts under
the Note at a rate of 6.0% per annum, to be computed on the basis of a 360-day year and actual days
elapsed, commencing on the Closing Date, until such funds are borrowed under the Note, with such
amounts to be assessed against the Company on the last day of each fiscal quarter (the “Commitment
Fee”, together with the Loan Origination Fee, the “Fees”). The Fees shall be deemed accrued
interest under the Note; provided, however, that any Commitment Fees shall be offset by any
interest earned on funds held in the Off-Shore Escrow Account. The Loan Origination Fee is
non-refundable and earned by Buyer upon execution of the Note; the Commitment Fee when assessed
against the Company each quarter is thereby non-refundable and deemed earned by Buyer.




          (e) Subordinated Secured Promissory Note. Payment of the Note will be secured by (i)
two second-lien Deeds of Trust and Security Agreements, each dated March 23, 2009 (collectively,
the “Security Agreement”), by and between Infinity Texas and Infinity Wyoming, respectively, and
the Buyer, covering certain collateral as more particularly described therein and (ii) a
Commercial Guaranty by each of Infinity Oil and Gas of Texas, Inc. (“Infinity Texas”) and Infinity
Oil & Gas of Wyoming, Inc. (“Infinity Wyoming”) in favor of Buyer (the “Commercial Guaranties”),
and the Note is further subject to a Subordination and Intercreditor Agreement dated March 23, 2009
(the “Subordination Agreement”), by and among the Buyer, the Company and Amegy.




          (f) Revenue Sharing Interest. The Revenue Sharing Interest shall be reflected in the
Revenue Sharing Agreement, in substantially the form attached hereto as Exhibit B. In the
event that Buyer breaches its funding obligations under the Note, the Revenue Sharing Interest
shall terminate and be of no further force and effect.




          (g) Transaction Documents. The Note, the Security Agreement, the Commercial
Guaranties, the Off-Shore Escrow Agreement, the Subordination Agreement, the Revenue Sharing
Agreement and the other agreements entered into or to be entered into by the parties hereto in
connection with the transactions contemplated by this Agreement shall constitute the “Transaction
Documents”.




     2. BUYER’S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to the
Company that the following representations and warranties are true and correct in all material
respects as of the date hereof:



          (a) Organization and Good Standing. Buyer is duly organized, validly existing, and in
good standing under the laws of the State of Nevada. The Buyer has all requisite limited liability
company power and authority to own and operate its assets and to carry on its business as presently
conducted.




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          (b) Validity; Enforcement. The Buyer has the requisite power and authority to enter
into and perform its obligations under this Agreement and the other Transaction Documents to which
it is or may be a party. The execution and delivery of such Transaction Documents by the Buyer and
the consummation by the Buyer of the transactions contemplated hereby and thereby, including,
without limitation, the receipt of the Note and the Revenue Sharing Interest with respect thereto,
have been duly authorized by the Buyer’s Managing Member and Members. This Agreement and the other
Transaction Documents of even date herewith to which it is a party have been duly executed and
delivered by the Buyer, and constitute the legal, valid and binding obligations of the Buyer,
enforceable against the Buyer in accordance with their respective terms, except as (i) such
enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or (ii) general principles of
equity that restrict the enforcement and availability of applicable creditors’ rights and remedies.




          (c) No Conflicts. The execution, delivery and performance by Buyer of this Agreement
and the other Transaction Documents to which it is or may be a party and the consummation by Buyer
of the transactions contemplated hereby and thereby will not (i) result in a violation of the
organizational documents of Buyer, or (ii) conflict with, or constitute a default (or an event
which with notice or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which Buyer is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws) applicable to Buyer, except
in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations
which would not, have a material adverse effect on the ability of Buyer to perform its obligations
hereunder.




          (d) No Public Sale or Distribution. Buyer is acquiring the Securities for its own
account and for investment purposes only and not with a view towards, or for resale in connection
with, the public sale or distribution thereof in a manner that would violate the 1933 Act, except
pursuant to sales registered or exempted under the 1933 Act. Buyer does not presently have any
agreement or understanding, directly or indirectly, with any person to distribute any of the
Securities.




          (e) Access to Information. Buyer and its advisors, if any, have been furnished with
all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities that have been requested by Buyer. Buyer and its
advisors, if any, have been afforded the opportunity to ask questions of the Company and receive
answers concerning the business and affairs of the Company and the terms and conditions of the sale
of the Securities as contemplated by this Agreement, and to obtain any additional information as
may be necessary to verify the accuracy of information furnished to Buyer. Buyer further
acknowledges that it was encouraged by the Company to request all additional information that might
be material or important in order for Buyer to make an informed investment decision with respect to
the purchase of the Securities and has carefully read this Agreement and the other Transaction
Documents and all other information furnished to Buyer by the Company in connection with this
Agreement.




          (f) Acknowledgement of Risk. Buyer acknowledges and warrants that, in making this
investment decision, it has made its own independent assessment of the merits and risks of an
investment in the Securities based on its examination and evaluation of Company, its business,




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operations, financial condition, future prospects and the skills and qualifications of its
officers, directors and employees. Buyer has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision with respect to its acquisition of the
Securities and has not relied on Company or its respective agents or representatives. Buyer
understands that its investment in the Securities involves a high degree of risk and understands
that the Company is currently experiencing substantial liquidity problems. Buyer acknowledges the
risks, including, without limitation, the risks set forth in the “Risk Factors” attached hereto as
Exhibit C relating to the Company and an investment in the Securities, and in particular,
the risks related to the Company’s risk of default under the loan agreement with Amegy, dated
January 9, 2007, as amended and supplemented by the First, Second and Third Forbearance Agreements.
Buyer further represents it: (i) is able to bear the loss of Buyer’s entire investment without any
material adverse effect on Buyer’s economic condition or stability and (ii) has, alone or together
with its advisors, such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of the investment to be made by Buyer pursuant to this
Agreement.




          (g) Investor Status. Buyer understands that the Securities are being offered and sold
only to “accredited investors” (as that term is defined under Rule 501(a) of Regulation D), and
Buyer represents that Buyer is an accredited investor by virtue of the fact that it is an entity in
which all of the equity owners are accredited investors. Buyer understands that the Company is
relying on Buyer with respect to the accuracy of this representation. Buyer and each of its equity
investors has completed and returned a copy of the investor questionnaire, and Buyer represents
that the statements made therein are complete and accurate.




          (h) General Solicitation. Buyer is not purchasing the Securities as a result of any
advertisement, article, notice or other communication regarding the Securities published in any
newspaper, magazine or similar media or broadcast over television or radio or presented at any
seminar or any other general solicitation or general advertisement.




          (i) Additional Information. Buyer represents and warrants that, except as set forth in
this Agreement and in the Transaction Documents, no representations or warranties have been made to
Buyer, by the Company or any agent, employee, representative or affiliate of the Company and that,
in entering into this transaction for the Securities, Buyer is not relying on any information other
than that contained in this Agreement, the other Transaction Documents, and other written
information obtained from the Company in the course of the independent investigation by Buyer, and
has been based solely on the independent evaluation by the Buyer and its representatives.




          (j) Reliance on Exemptions. Buyer understands that the Securities are being offered
and sold to it in reliance on specific exemptions from the registration requirements of United
States federal and state securities laws and that the Company is relying in part upon the truth and
accuracy of, and Buyer’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of Buyer set forth herein in order to determine the availability
of such exemptions and the eligibility of Buyer to acquire the Securities. Buyer understands that
the Securities have not been registered under the Securities Act or any state securities laws by
reason of their contemplated issuance in transactions exempt from the registration requirements of
the Securities Act and applicable state securities laws, and that the reliance of Company and
others upon these exemptions is predicated in part upon the representations by Buyer in this
Agreement.




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          (k) Acknowledgment Regarding Buyer’s Purchase of Securities. The Buyer acknowledges
and agrees that Buyer and any person acting as an affiliate of Buyer is acting solely in the
capacity of an arm’s length purchaser with respect to the Securities and the negotiation of the
Transaction Documents and that Buyer is not: (i) an officer or director of the Company, (ii) acting
as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the
purchase and sale of the Securities and the negotiation of the Transaction Documents.




          (l) No Governmental Review. Buyer understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of the investment in the Securities
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.




          (m) Transfer or Resale Legends. Buyer understands that because the Securities have
not been and are not being registered under the 1933 Act or any state securities laws, such
securities may not be offered for sale, sold, assigned or transferred, and the legend set forth
below shall not be removed and the Company shall not issue a certificate without such legend to the
holder of the securities upon which it is stamped, unless (i) such securities are registered under
the 1933 Act, or (ii) in connection with a sale, assignment or other transfer, such holder provides
the Company with an opinion of counsel, in a generally acceptable form, to the effect that such
sale, assignment or transfer of the securities may be made without registration under the
applicable requirements of the 1933 Act. Buyer understands that the certificates or other
instruments representing the Note and the Revenue Sharing Interest shall bear a legend as required
by the securities laws of any state and a restrictive legend in substantially the following form:





THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, OR (B) AN OPINION OF
COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT SUCH REGISTRATION SHALL NO LONGER BE
REQUIRED.



          (n) Brokers. Buyer has not employed, engaged or retained or otherwise incurred any
liability to, any person as a broker, finder, agent or other intermediary in connection with the
transactions contemplated herein.




          (o) Domicile. Buyer has its principal place of business in the jurisdiction set forth
below Buyer’s name in the notice provisions of this Agreement.




     3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and
warrants to the Buyer that the following representations and warranties are true and correct in all
material respects as of the date hereof:



          (a) Organization and Good Standing. The Company and its subsidiaries are duly
organized, validly existing, and in good standing under the laws of the jurisdiction in which they
are
formed. The Company and it subsidiaries have all requisite power and authority to own and
operate their properties and assets and to carry on their business as presently conducted.




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          (b) Validity; Enforcement. The Company has the requisite power and authority to enter
into and perform its obligations under this Agreement, the Note and the other Transaction Documents
to which it is or may be a party. The execution and delivery by the Company of such Transaction
Documents and the consummation by the Company of the transactions contemplated hereby and thereby,
including, without limitation, the issuance of the Note and the Revenue Sharing Interest, have been
duly authorized by the Company’s Board of Directors. This Agreement and the other Transaction
Documents of even date herewith to which the Company is a party have been duly executed and
delivered by the Company, and constitute the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms, except as (i) such
enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or (ii) general principles of
equity that restrict the enforcement and availability of applicable creditors’ rights and remedies.




          (c) No Conflicts. The execution, delivery and performance by the Company of this
Agreement and the other Transaction Documents to which it is or may be a party and the consummation
by the Company of the transactions contemplated hereby and thereby will not (i) result in a
violation of the organizational documents of the Company, or (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which Company is a party, or (iii) result in a violation of
any law, rule, regulation, order, judgment or decree (including federal and state securities laws)
applicable to Company, except in the case of clauses (ii) and (iii) above, for such conflicts,
defaults, rights or violations which would not have a material adverse effect on the Company or its
ability to perform its obligations hereunder.




          (d) Consents. The Company is not required to obtain any consent, authorization or
order of, or make any filing or registration with, any court, governmental agency or any regulatory
or self-regulatory agency in order for it to execute, deliver or perform any of its obligations
under or contemplated by the Transaction Documents, in each case in accordance with the terms
hereof or thereof, other than (x) the filing of the Security Agreement in applicable real estate
records, (y) the filing with the SEC of a Form D, and (z) filings with state securities authorities
as required thereby.




          (e) Compliance with Law; Permits. The Company and its subsidiaries are in compliance
with all applicable statutes and regulations of the United States and of all states and applicable
agencies and foreign jurisdictions or bodies in respect of the conduct of their business and
operations, except as would not have a material adverse effect. The Company and its subsidiaries
have all permits, licenses, and similar authority necessary for the conduct of their business as
now being conducted by them, except as would not have a material adverse effect.




          (f) SEC Documents; Financial Statements. During the two (2) years prior to the date
hereof, the Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the “1934 Act”) (the “SEC Documents”). As of their respective




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dates, the SEC Documents complied in all material respects with the requirements of the 1934
Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC
Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any
untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, other than as may have been subsequently restated or
amended in an amended or subsequent report. As of their respective dates, the financial statements
of the Company included in the SEC Documents complied as to form in all material respects with
applicable accounting requirements and the published rules and regulations of the SEC with respect
thereto. The financial statements of the Company were prepared in accordance with generally
accepted accounting principles in the United States and fairly and accurately present in all
material respects the financial position, results of operations and cash flows of the Company as of
the dates, and for the periods, indicated therein.




          (g) Ranking of Notes. Except with respect to the “Senior Debt” (as defined in the
Note), which is senior to the Note in all respects, no indebtedness of the Company ranks senior to
or pari passu with the Note in right of payment, whether with respect of payment of principal,
interest, damages or upon liquidation or dissolution or otherwise.




          (h) No Additional Agreements. The Company does not have any agreement or
understanding with Buyer with respect to the transactions contemplated by the Transaction Documents
other than as specified in the Transaction Documents.




     4. COVENANTS.



          (a) Form D and Blue Sky. The Company agrees to file a Form D with respect to the
Securities as required under Regulation D. The Company shall, on or before the Closing Date, take
such action as the Company shall reasonably determine is necessary in order to obtain an exemption
for or to qualify the Securities, for sale to the Buyer at the Closing pursuant to this Agreement
under applicable securities laws of the states of the United States (or to obtain an exemption from
such qualification). The Company shall make all filings and reports relating to the offer and sale
of the Securities required under applicable securities or “Blue Sky” laws of the states of the
United States following the Closing Date.




          (b) Use of Proceeds. The Company hereby agrees, as further set forth in the Off-Shore
Escrow Agreement, that the proceeds from the sale of the Securities shall be used solely for the
development of the Nicaragua Concessions, for general and administrative expenses, and the
settlement of any claims, actions or proceedings against the Company or any of its subsidiaries
involving the Nicaragua Concessions.




          (c) Conduct of Business. The business of the Company and its subsidiaries shall not
be conducted in violation of any law, ordinance or regulation of any governmental entity, except
where such violations would not result, either individually or in the aggregate, in a material
adverse effect.




          (d) Release of Assets. The Buyer acknowledges that the Company is currently obligated
to proceed with the sale of certain assets, and at the request of Amegy may be required to




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proceed with the sale of additional assets, under the Company’s Third Forbearance Agreement
with Amegy dated October 16, 2008 (collectively, the “Permitted Dispositions”). Upon the
request of the Company in connection with a Permitted Disposition, the Buyer agrees to take all
such actions as shall be required to release the collateral being sold in such Permitted
Disposition, to the extent necessary to permit the consummation of such Permitted Disposition and
agrees not take any action that would hinder or delay a Permitted Disposition. The Company agrees
to deliver to the Buyer at least ten (10) days prior to the date of the proposed release (or such
shorter period agreed to by the Buyer), a written request for release identifying the relevant
collateral being sold in such Permitted Disposition, together with a certification by the Company
stating that such transaction is in compliance with this Section 4(d). Buyer agrees to
execute all necessary releases in recordable form within ten (10) days of the Company’s written
request.




          (e) Indemnification of Buyer by the Company. The Company hereby agrees to indemnify
and hold harmless each of Buyer, its affiliates, their investment advisors and each of their
respective officers, managers, members and employees (collectively, the “Buyer Indemnitees”), from
and against any and all losses, claims, damages, judgments, penalties, liabilities and deficiencies
(including the reasonable fees and expenses (including the reasonable fees and expenses of legal
counsel) (collectively, “Losses”), to the extent arising out of or in connection with: (i) any
material misrepresentation, omission of fact or breach of any of the Company’s representations or
warranties contained in this Agreement or the other Transaction Documents to which it is a party;
or (ii) any failure by the Company to perform any of its covenants, agreements, undertakings or
obligations set forth in this Agreement or the other Transaction Documents to which it is a party.




          (f) Indemnification of the Company by Buyer. Buyer hereby agrees to indemnify and
hold harmless the Company and its officers, directors and employees (collectively, the “Company
Indemnitees”), from and against any and all Losses to the extent arising out of or in connection
with any material misrepresentation, omission of fact or breach of any of Buyer’s representations,
warranties or covenants contained in this Agreement or the other Transaction Documents to which it
is a party and any failure by Buyer to perform any of its covenants, agreements, undertakings or
obligations set forth in this Agreement or the other Transaction Documents to which it is a party.




          (g) Confidentiality. Buyer acknowledges that after the Closing Date it may receive
non-public information regarding the Company in connection with the Note and the Off-Shore Escrow
Agreement. Buyer agrees that any such non-public information shall be maintained in confidence and
shall not be used or divulged by Buyer or its affiliates to any party unless and until it shall
become generally known.




     5. CLOSING. The parties will take the following actions at Closing:



          (a) Execution and Delivery of Transaction Documents. Each of Buyer and the Company
shall execute each of the Transaction Documents to which it is a party and any and all ancillary
documents thereto, and deliver the same to the other party. In addition, the Company shall execute
and deliver to Buyer the Security Agreements and the Commercial Guaranties, executed by Infinity
Texas and Infinity Wyoming and the Subordination Agreement, executed by Amegy. Buyer shall
deliver to the Company the Off-Shore Escrow Agreement executed by Amegy, Amegy Bank National
Association and deposit the Purchase Price into the Off-Shore Escrow Account by




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wire transfer of immediately available funds. Each party shall execute and deliver such other
documents relating to the transactions contemplated by this Agreement as the other party or its
counsel may reasonably request.




     6. MISCELLANEOUS.



          (a) Governing Law; Jurisdiction; Jury Trial. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of Colorado, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Colorado or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of Colorado. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in The City of Denver, Colorado, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof to such party
at the address for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.




          (b) Counterparts. This Agreement may be executed in two or more identical
counterparts, all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the other party;
provided that a facsimile signature shall be considered due execution and shall be binding upon the
signatory thereto with the same force and effect as if the signature were an original, not a
facsimile signature.




          (c) Headings. The headings of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement.




          (d) Severability. If any provision of this Agreement is prohibited by law or
otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the
provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to
apply to the broadest extent that it would be valid and enforceable, and the invalidity or
unenforceability of such provision shall not affect the validity of the remaining provisions of
this Agreement so long as this Agreement as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or the practical
realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith




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negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid
provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or
unenforceable provision(s).




          (e) Entire Agreement; Amendments. This Agreement and the other Transaction Documents
supersede all other prior oral or written agreements between the Buyer, the Company, their
affiliates and persons acting on their behalf with respect to the matters discussed herein, and
this Agreement, the other Transaction Documents and the instruments referenced herein and therein
contain the entire understanding of the parties with respect to the matters covered herein and
therein and, except as specifically set forth herein or therein, neither the Company nor Buyer
makes any representation, warranty, covenant or undertaking with respect to such matters. No
provision of this Agreement may be amended other than by an instrument in writing signed by the
Company and the holder of the Securities issued and issuable hereunder, and any amendment to this
Agreement made in conformity with the provisions of this Section 6(e) shall be binding on Buyer.
No provision hereof may be waived other than by an instrument in writing signed by the party
against whom enforcement is sought.




          (f) Notices. Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one Business Day after deposit with an overnight
courier service, in each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:




          If to the Company:



11900 College Blvd., Suite 204

Overland Park, Kansas 66210

Attn: Stanton E. Ross




          With a copy (for informational purposes only) to:



Davis Graham & Stubbs LLP

1550 17th Street, Suite 500

Denver, Colorado 80202

Michelle H. Shepston

Phone: (303) 892-7344

Fax: (303) 893-1379

Michelle.Shepston@dgslaw.com




          If to Buyer:



Off-Shore Finance, LLC

11900 College Boulevard., Suite 310

Overland Park, Kansas 66210

Daniel J. Haake

Phone: (913) 338-4455

Fax: (913) 338-4458

dan.haake@haakecpa.com




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          With a copy (for informational purposes only) to:



Richard W. Daily, LLC

621 17th Street, Suite 1535

Denver, Colorado 80293

Attn: Richard W. Daily

Phone: (720) 963-1121

Fax: (720) 897-2802

RDaily@DailyLLC.com



or to such other address and/or facsimile number and/or to the attention of such other person as
the recipient party has specified by written notice given to each other party five (5) days prior
to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of
such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, recipient facsimile number and an
image of the first page of such transmission or (C) provided by an overnight courier service shall
be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight
courier service in accordance with clause (i), (ii) or (iii) above, respectively.




          (g) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns, including any purchasers of the
Note or the Revenue Sharing Interest. The Buyer shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the Company.




          (h) No Third Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.




          (i) Survival. The representations and warranties of the Company and the Buyer
contained in Sections 2 and 3 and the agreements, and covenants set forth in Section 4 shall
survive the Closing.




          (j) Further Assurances. Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as any other party may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.




          (k) No Strict Construction. The language used in this Agreement will be deemed to be
the language chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.




[Signature Page Follows]




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     IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to
this Securities Purchase Agreement to be duly executed as of the date first written above.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	INFINITY ENERGY RESOURCES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stanton E. Ross	 	 
	 

	 	Name:
	 	 

Stanton E. Ross
	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	BUYER:	 	 
	 
	 	 	 	 	 	 
	 	 	OFF-SHORE FINANCE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel J. Haake	 	 
	 

	 	Name:
	 	 

Daniel J. Haake
	 	 
	 

	 	Title:
	 	Managing Member	 	 






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EXHIBITS




	 	 	 
	Exhibit A

	 	Form of Note
	 
	Exhibit B

	 	Form of Revenue Sharing Agreement
	 
	Exhibit C

	 	Risk Factors







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