nfe_ex10x1.htm


    
Exhibit 10.1


    INVESTOR
RIGHTS AGREEMENT

    


    THIS
INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of this 9th day
of November 2009, by and among Iris Energy Holdings Limited (“Iris”), The
Peierls Foundation (“TPF”), Brian E. Peierls (“BEP”), and Michael Barish
(“Barish”).  Iris, TPF, BEP and Barish are referred to herein
sometimes collectively as the Parties and individually as a
“Party.”

    


    WHEREAS,
Iris, TPF, BEP, and Barish are investors in an offering of up to 10,000,000
shares (the “Shares”) of $0.001 par value common stock (“Common Stock”) of New
Frontier Energy, Inc. (“NFEI”) pursuant to a Securities Purchase Agreement dated
as of the date hereof (the “Purchase Agreement”); and

    


    WHEREAS,
Iris is the owner of a majority of NFEI’s 2.5% Series C Cumulative Convertible
Preferred Stock which automatically converts into shares of Common Stock on
December 1, 2009 and on such date, will become a significant owner of shares of
Common Stock in NFEI; and

    


    WHEREAS,
the sole director of Iris is Samyak Veera, a director of NFEI; and

    


    WHEREAS,
TPF, BEP and Barish, as a condition to entering into the Purchase Agreement with
NFEI, have requested that Iris enter into this Agreement; and

    


    WHEREAS,
in order to induce TPF, BEP and Barish to enter into the Purchase Agreement,
Iris hereby agrees to enter into this Agreement to define certain rights it has
agreed to give to TPF, BEP, and Barish and certain restrictions and limitations
on how it may vote its shares of Common Stock in NFEI; and

    


    NOW,
THEREFORE, in consideration of the mutual agreements, covenants and conditions
contained herein, Iris, TPF, BEP and Barish hereby agree as
follows.

    


    


    ARTICLE
I

    CERTAIN
DEFINITIONS

    


    
      	
              1.1

            	
              The
      term “Affiliate” shall mean an affiliate of, or person affiliated with, a
      specified person, is a person that directly, or indirectly through one or
      more intermediaries, controls or is controlled by, or is under common
      control with, the person specified.

            


    

    


    1.2           The
term “Agreement” shall have the meaning set forth in the Recitals.

    


    1.3           The
term “Barish” shall have the meaning set forth in the Recitals.

    


    1.4           The
term “Common Stock” shall have the meaning set forth in the
Recitals.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              1.5

            	
              The
      term “Disqualified Nominee” shall mean any individual who is nominated to
      join the board of directors of NFEI that is not Independent of
      Iris.

            


    

    


    
      	
              1.6

            	
              The
      term “Independent” with respect to any company shall mean a person who is
      qualified to be an “Independent Director” of such company as defined by
      NASDAQ Marketplace Rule 5605(a)(2).

            


    

    


    
      	
              1.7

            	
              The
      term “New Securities” shall mean any capital stock of NFEI, whether now
      authorized or not, and rights, options or warrants to purchase Common
      Stock, and securities of any type whatsoever that under its terms, are, or
      may become, convertible or exerciseable into Common
  Stock.

            


    

    


    1.8           The
term “NFEI” shall have the meaning set forth in the Recitals.

    


    
      	
              1.9

            	
              The
      term “Offering” means the offering of the Shares to Iris, TPF, BEP, and
      Barish pursuant to the Purchase
Agreements.

            


    

    


    
      	
              1.10

            	
              The
      term “Pro Rata Ratio” means the ratio (i) the numerator of which is the
      number of shares of Common Stock to be acquired by such Party in the
      Offering, and (ii) the denominator of which is
  6,500,000.

            


    

    


    1.11           The
term “Purchase Agreement” shall have the meaning set forth in the
Recitals.

    


    
      	
              1.12

            	
              The
      term “Qualified Nominee” shall mean any individual who is nominated to
      join the board of directors of NFEI that is Independent of Iris.
      Notwithstanding anything to the contrary, Samyak Veera shall be considered
      a Qualified Nominee so long as Paul Laird is both a director of and the
      CEO of NFEI.

            


    

    


    


    ARTICLE
2

    SUBSCRIPTION
FOR SHARES

    


    
      	
              2.1

            	
              If
      NFEI offers to Iris or its Affiliates the opportunity to invest in New
      Securities of NFEI, Iris covenants not to subscribe for or invest in such
      New Securities unless NFEI offers to each TPF, BEP, and Barish the
      opportunity to invest, on substantially identical terms as is offered to
      Iris or its Affiliates, in the New Securities an amount that is at minimum
      the product of (i) the Pro Rata Ratio for such Party and (ii) the
      aggregate amount offered by NFEI to Iris or its
  Affiliates.

            


    

    


    
      	
              2.2

            	
              The
      right to invest on a Pro Rata Basis pursuant to this Article 2 shall
      expire three years from the date of this
  Agreement.

            


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ARTICLE
3

    VOTING
AGREEMENTS

    


    
      	
              3.1

            	
              Iris
      agrees that so long as TPF and BEP each own 250,000 shares or more of
      Common Stock in NFEI, Iris will not vote in favor of any reverse stock
      split that would result in TPF or BEP being “cashed out” such that they no
      longer own any Common Stock of NFEI and receive only cash in lieu of any
      fractional shares in NFEI.

            


    

    


    3.2           Election
of Directors.

    


    
      	
               
      

            	
              (A)

            	
              In
      the event that NFEI holds a meeting of its common shareholders at which
      members of the board of directors are elected, Iris shall vote 100% of its
      shares of Common Stock then owned in the same proportion as the vote of
      all other common shareholders of NFEI with respect to any Disqualified
      Nominee. Iris shall have no restrictions or limitations whatsoever upon
      how it shall vote it shares of Common Stock with respect to any Qualified
      Nominee.

            


    

    


    
      	
               
      

            	
              (B)

            	
              Until
      such time as NFEI has a board of directors the majority of whom are
      Independent of NFEI, Iris shall vote 100% of its shares of Common Stock
      then owned in the same proportion as the vote of all other common
      shareholders of NFEI with respect to the election of any
      director.

            


    

    


    
      	
               
      

            	
              (C)

            	
              With
      respect to the selection of directors for NFEI, Iris intends to (i)
      support persons who are knowledgeable about the oil and gas business
      and/or have other skills or qualifications that would be of value to NFEI
      and (ii) not support persons whose sole qualification is a relationship
      with either one or more executives or significant shareholders of NFEI.
      This Section 3.2(C) is merely a statement of intent, and does not create a
      legal commitment, obligation, or duty of any
  sort.

            


    

    


    
      	
              3.3

            	
              Termination
      of Voting Agreement. The covenants set forth in this Article 3 shall
      expire three years from the date of this
  Agreement.

            


    

    


    


    ARTICLE
4

    MISCELLANEOUS

    


    
      	
              4.1.

            	
              Expenses.
      Each of the Parties will bear its own costs and expenses (including legal
      fees and expenses) incurred in connection with this Agreement and the
      transactions contemplated hereby.

            


    

    


    
      	
              4.2.

            	
              Assignment.  This
      Agreement shall be binding upon and inure to the benefit of the Parties
      named herein and their respective successors and permitted
      assigns.  No Party may assign either this Agreement or any of
      its rights, interests, or obligations hereunder without the prior written
      approval of the other Parties.

            


    

    


    
      	
              4.3.

            	
              Amendment
      and Modification; Waivers.  This Agreement or any term hereof
      may be changed, waived, discharged or terminated only by an agreement in
      writing signed by the party against which such change, waiver, discharge
      or termination is sought to be enforced.  No waiver by a party
      of any condition or of any breach of any term, covenant, representation or
      warranty contained herein shall be effective unless in writing, and no
      waiver in any one or more instances shall be deemed to be a further or
      continuing waiver of any such condition or breach in any other instances
      or a waiver of any other condition or breach of any other term, covenant,
      representation or warranty.

            


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.4.

            	
              Entire
      Agreement. This Agreement constitutes the entire agreement among the
      Parties and supersedes any prior understandings, agreements, or
      representations by or among the Parties, written or oral, to the extent
      they related in any way to the subject matter hereof.  In the
      event of any conflict, this Agreement will take precedence over any other
      instrument or document.

            


    

     

    
      	
              4.5.

            	
              Severability.  Any
      term or provision of this Agreement that is invalid or unenforceable in
      any situation in any jurisdiction shall not affect the validity or
      enforceability of the remaining terms and provisions hereof or the
      validity or enforceability of the offending term or provision in any other
      situation or in any other
jurisdiction.

            


    

    


    
      	
              4.6.

            	
              Counterparts/Facsimile
      copies.  This Agreement may be executed in one or more
      counterparts, each of which shall be deemed an original but all of which
      together will constitute one and the same instrument.  Facsimile
      copies of this Agreement will be
binding.

            


    

    


    
      	
              4.7.

            	
              Headings.
      The section headings contained in this Agreement are inserted for
      convenience only and shall not affect in any way the meaning or
      interpretation of this Agreement.

            


    

    


    
      	
              4.8.

            	
              Notices.
      All notices, requests, demands, claims, and other communications hereunder
      will be in writing. Any notice, request, demand, claim, or other
      communication hereunder shall be deemed duly given if (and then six (6)
      business days after) it is sent by registered or certified mail, return
      receipt requested, postage prepaid, and addressed to the intended
      recipient as set forth below:

            


    

    


    If to
Iris:

    Iris
Energy Holdings Limited

    c/o
Altius Business Services Pte Ltd

    07-95A
Ubi Techpark

    10 Ubi
Crescent, Singapore

    


    If to
TPF:

    The
Peierls Foundation

    114 West
47th
Street

    New York
NY 10036

    


    If to
BEP:

    Brian E.
Peierls

    7808
Harvestman Cove

    Austin TX
78731

     
 

    If to
Barish:

    Michael
Barish

    
      2401 East
2nd Avenue, #400

      Denver,
CO 80206 



    

    


    Any Party
may send any notice, request, demand, claim, or other communication hereunder to
the intended recipient at the address set forth above using any other means
(including personal delivery, expedited courier, messenger service, telecopy,
telex, ordinary mail, or electronic mail), but no such notice, request, demand,
claim, or other communication shall be deemed to have been duly given unless and
until it actually is received by the intended recipient. Any party may change
the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other Parties notice
in the manner herein set forth.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.9.

            	
              Applicable
      Law.  This Agreement and all claims relating to or arising out
      of it, including claims relating to its making, performance and
      interpretation, and the rights and liabilities of the parties, shall be
      construed, interpreted and enforced in accordance with the internal laws
      (as opposed to conflicts of law provisions) of the State of
      Colorado.  The Parties hereby consent to the exclusive
      jurisdiction of any state or federal court in the State of
      Colorado.  The Parties waive any objection which they may have
      based on lack of jurisdiction or improper venue or forum non conveniens to
      any suit or proceeding instituted by the other party under this Agreement
      in any such state or federal court and consent to the granting of such
      legal or equitable relief as is deemed appropriate by the
      court.  This provision is a material inducement for the Parties
      to enter into this Agreement.

            


    

    


    
      	
              4.10.

            	
              Construction.  The
      Parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or
      interpretation arises, this Agreement shall be construed as if drafted
      jointly by the Parties and no presumption or burden of proof shall arise
      favoring or disfavoring any Party by virtue of the authorship of any of
      the provisions of this Agreement.  Any reference to any federal,
      state, local, or foreign statute or law shall be deemed also to refer to
      all rules and regulations promulgated thereunder, unless the context
      otherwise requires.

            


    

    


    
      	
              4.11.

            	
              Time
      of the Essence.  Time shall in all respects be of the essence,
      provided that the time for doing or
      completing any matter provided for in this Agreement may be extended or
      abridged by an agreement in writing signed by each of the
      Parties.

            


    

    


    


    IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
first above written.

    


    


    
      
        	
                The
      Peierls Foundation

                 

              	 	 	Iris
      Energy Holdings Limited	 
	
                /s/
      Brian E. Peierls

              	 	 	
                /s/
      Samyek Veera

              	 
	
                Brian
      E. Peierls

              	 	 	
                Samyak
      Veera, Director

              	 
	
                 

              	 	 	
                 

              	 


      

    

     

     

    
      
        	 	 	 	 	 
	
                /s/
      Brian E. Peierls

              	 	 	
                /s/
      Michael Barish

              	 
	
                Brian
      E. Peierls

              	 	 	
                Michael
      Barish