Execution Version


 


Exhibit 10.26


 


REVENUE SHARING AGREEMENT


 


This Revenue Sharing Agreement
(the “Agreement”), dated June 6, 2009, is entered into by INFINITY ENERGY RESOURCES, INC. (“Assignor”)
and Stanton E. Ross (“Ross”), Leroy C. Richie (“Richie”) and Daniel E. Hutchins (“Hutchins”)
(the “Assignees”).  Assignor and the Assignees are collectively referred to as the “Parties.”


 


RECITALS


 


WHEREAS, the Assignor has an
interest in certain oil and gas concessions in the Tyra and Perlas Blocks, off shore Nicaragua, as more specifically defined in
Exhibit A attached hereto (the “Concessions”);


 


WHEREAS, the Assignees are directors
and/or officers of the Assignor and have provided services to the Assignor without compensation for a substantial period of time
and Assignor desires to compensate the Assignees with such services;


 


WHEREAS, the Assignees who are
directors of the Assignor are interested parties in the transaction and have approved the transaction, they have determined that
such terms are fair and in the best interests of the Assignor.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties
agree as follows:


 


1.           Assignment.  Assignor
hereby assigns unto the Assignees an amount equal to the revenue derived from one percent (1%) of 8/8ths of Assignor’s share
(the “RSP”) of the hydrocarbons produced at the wellhead from the Concessions. The RSP shall bear its proportionate
share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including without limitation,
its share of production, severance and similar taxes, as well as its share of all costs of gathering, treating, compressing, dehydrating
and processing produced hydrocarbons (or otherwise rendering the same marketable) and transporting the same to the point of sale.  Assignor
will employ the accounting procedures and standards in the 2005 COPAS Accounting Procedure in calculating the RSP.  Assignor
shall pay the RSP to the Assignees on or before the last day of each month based on the revenue received by Assignor during the
previous month from the purchaser of the production from the Concessions.  The RSP shall be reduced in proportion to
any reduction in Assignor’s interest in the Concessions. For example, if Assignor’s revenue from the Concessions is
reduced by 80%, whether through sales or transfers of interest in the Concessions to third parties or otherwise, the RSP of the
Assignees shall be equal to 1% multiplied by the remaining 20%, or 0.002 of the revenue that Assignor derives from the Concessions.


 


2.           Interest
in Concessions. The Parties expressly agree that this Agreement does not create any rights in the Concessions, but rather
is an interest in the revenue derived from the Concessions.  No obligation, express or implied, shall arise by reason
of the RSP that obligates Assignor to maintain or develop either of the Concessions.  All operations under the Concessions
shall be solely at the discretion of Assignor.


 



    	 



    	 



    

3.           Audit
Rights.  The Assignees, upon notice in writing to Assignor, shall have the right to audit Assignor’s accounts
and records relating to the RSP (the “Audit Rights”) for any calendar year within the twenty-four (24) month
period following the end of such calendar year.  Assignor shall bear no portion of the Assignees’ audit cost, and
the audits shall not be conducted more than once each year without prior approval of Assignor.


 


4.           Ownership
of RSP. The Assignees shall own the RSP as tenants in common in the following percentages:  Ross - forty percent
(40%); Hutchins - thirty-five percent (35%); and Richie - twenty-five percent (25%). Assignor shall pay each Assignee’s portion
of the RSP to each Assignee in such percentages at the Assignee’s direction.


 


5.           Conditions
Precedent to Effectiveness. The effectiveness of this Agreement is subject to satisfaction of the following:


 


	 	(i)	Execution of a fourth Forbearance Agreement with Amegy Bank that consents to this Agreement; and


 


	 	(ii)	Approval of this Agreement by the holders of a majority in interest of Offshore, LLC.


 


6.           Subordination
of RSP.  Assignor’s obligation to pay and Assignees' right to receive the RSP under this Agreement shall
be subordinated to the following:


 


	 	(i)	Payment of Assignor’s obligation to Amegy  Bank in full;


 


	 	(ii)	Payment in full of Assignor’s outstanding obligations to third party vendors; and


 


	 	(iii)	Repayment of the promissory note of Offshore Finance, LLC.


 


7.           Counterparties.  This
Agreement may be executed in several counterparts, all of which are identical.  All of such counterparts together shall
constitute one and the same instrument.


 


8.           Term.
This Agreement shall commence on the date first above written and terminate upon Assignor’s sale or transfer of its right,
title and interest in and to the Concessions, including its right to receive distributions from operation or sale of the Concessions.


 


9.           Benefit.
This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Parties and to the
legal representatives, heirs, successors and permitted the assigns of the Assignees.


 


10.         Assignment
of RSP.  This Agreement shall be not be assignable or transferable by the Assignor without the prior written
consent of Assignees. The respective interests of the Assignees in the RSP under this Agreement are assignable and transferrable
by any of the Assignees in whole or in part, provided that the transferee agrees to be bound by each and every provision of this
Agreement. The Parties shall amend this Agreement to effect the Assignees transfers or assignments of their RSP interests.


 



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11.         Entire
Agreement.  This Agreement contains the entire agreement between the Parties relating to the subject matter of
this Agreement at the date hereof to the exclusion of any terms implied by law which may be excluded by contract and supersedes
any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.


 


12.         Governing
Law.  This Agreement will be governed by, construed, interpreted and applied in accordance with the laws of the
State of Kansas, excluding any choice of law rules which would refer the matter to the laws of another jurisdiction.  All
disputes arising out of or related to the interpretation or enforcement of this Agreement shall be fully and finally resolved under
Commercial Arbitration Rules of the American Arbitration Association by a panel of three arbitrators appointed in accordance with
those rules.  The arbitration proceeding shall take place in Overland Park, Kansas, or any such other location as the
Parties may mutually agree, and shall be conducted in the English language.  The arbitration award shall be final and
binding on the Parties.  A Party may enter judgment upon the award in any court of appropriate jurisdiction upon application
thereto.


 


13.         Confidentiality.  The
Parties agree that this Agreement and its contents shall be considered confidential and shall not be disclosed to any other person
or entity without the prior written consent of Assignor.


 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement to be effective as of the date and year first above written.


 


	 	ASSIGNOR:
	 	 
	 	INFINITY ENERGY RESOURCES, INC.
	 	 
	 	/s/ Stanton E. Ross
	 	Stanton E. Ross
	 	Its Chief Executive Officer
	 	 
	 	/s/ Daniel F. Hutchins
	 	Daniel F. Hutchins
	 	Its Chief Financial Officer
	 	 
	 	ASSIGNEES:
	 	 
	 	/s/ Stanton E. Ross
	 	Stanton E. Ross
	 	 
	 	/s/ Daniel F. Hutchins
	 	Daniel F. Hutchins
	 	 
	 	/s/ Leroy C. Richie
	 	Leroy C. Richie


 



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