Exhibit 99.1

INFINITY ENERGY RESOURCES, INC.

AMEGY BANK NATIONAL ASSOCIATION

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 28th day of February 2012 by and among Infinity Energy Resources, Inc., a Delaware corporation (the "Company"), and Amegy Bank National Association, a national banking association ("Amegy" or the "Purchaser"), and for the specific purposes set forth herein, by the Company's Subsidiaries.

RECITAL

At the Closing, Amegy desires to purchase from the Company, and the Company desires to sell and issue to Amegy, for the consideration set forth herein, (i) 130,000 shares of Series A Preferred Stock and (ii) 2,000,000 shares of Common Stock, all pursuant to the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

1.           Transactions; Closing.

1.1      Certificate of Designation . The Company will adopt and file with the Secretary of State of the State of Delaware on or before the Closing the Certificate of Designation in the form of Exhibit A attached to this Agreement (the "Certificate").

1.2      Sale and Issuance of the Shares . Subject to the terms and conditions of this Agreement, Amegy agrees to purchase at the Closing, and the Company agrees to sell and issue to the Purchaser at the Closing, (i) 130,000 shares of the Series A Preferred Stock in conversion, exchange and payment in full of $13,000,000 of the Amegy Debt and (ii) 2,000,000 shares of the Common Stock in conversion, exchange and payment in full of $2,000,000 of the Amegy Debt.

1.3      Amegy Debt Documents, Letter of Credit Releases, Debt Forgiveness, Warrant Cancellation and Lien Release . Subject to the terms and conditions of this Agreement, at the Closing, each of the Company and the Purchaser agrees that (i) each of the Amegy Debt Documents and the various other instruments and documents executed in connection therewith (other than the Amegy Letters of Credit, each of which shall remain in effect until their respective dates of termination) shall automatically terminate and be of no further force or effect without any further action on the part of the Company or any other person, (ii) the balance of any remaining Amegy Debt after giving effect to the sale and issuance of the Shares as set forth in Section 1.2 (comprised of at least $2,200,000) shall be forgiven and extinguished in full, (iii) the Company shall be released from any obligations arising in connection with any amounts payable by Amegy under the Amegy Letters of Credit, which upon such release will be extinguished in full, (iv) Amegy shall surrender the Amegy Warrant for cancellation and (v) all liens and security interests of the Purchaser on any property, assets, rights or interests of any kind of the Purchaser shall automatically terminate without any further action on the part of the Purchaser.

1.4      Comanche and Erath Counties Properties . Notwithstanding the foregoing provisions of this Section 1.3, Amegy shall assign to the Company all liens and security interests of the Purchaser on any property, assets, rights or interests of any kind relating to the real properties located in Comanche and Erath Counties in Texas. The Company shall provide to the Purchaser within 30 calendar days following the Closing Date, a Consent to Assignment of Liens, Substitution of Indebtedness and Ratification of Substituted Indebtedness and Lien in form and content satisfactory to the Purchaser executed and acknowledged by the Company and Xstar Resources LLC, pertaining to the properties located in Comanche and Erath Counties in Texas acquired by Xstar Resources LLC from the Company pursuant to that certain Purchase and Sale Agreement entered into as of December 7, 2011, between, among others, the Company and Xstar Resources LLC and that certain Secured Promissory Note dated December 7, 2011, executed by Xstar Resources LLC payable to the Company in connection therewith.

1.5      Closing . The closing of the actions set forth in Section 1.2 and Section 1.3 shall take place at the offices of Fulbright & Jaworski L.L.P. in Houston, Texas at 10:00 a.m. (Central Time), on March 6, 2012, or at such other time and place as the Company and the Purchaser mutually agree upon orally or in writing (which time and place are designated as the "Closing" and the date of the Closing shall be designated as the "Closing Date").

1.6      Defined Terms Used in this Agreement . In addition to the terms defined above or elsewhere in this Agreement, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

" Affiliate " means, with respect to any Person, any Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person, including, without limitation, any partner, officer, director, or member of such Person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such Person.

" Amegy Debt " means all indebtedness owed by the Company to Amegy as of the Closing Date under the Amegy Loan Agreement, the Amegy Notes or otherwise.

" Amegy Debt Documents " means the Amegy Loan Agreement, the Amegy Notes, the Guaranty described in Section 5.7 and the Amegy Warrant.

" Amegy Letters of Credit " means the Letter of Credit No. SC 5783 issued on March 13, 2009, and the Letter of Credit No. SC 5784, issued on March 13, 2009, each issued by Amegy to Banco de America Central S.A., as beneficiary, as each of the same may have been amended, restated, supplemented or otherwise modified from time to time.

" Amegy Loan Agreement " means the Loan Agreement, dated January 9, 2007, among the Company, certain Subsidiaries and Amegy, as the same may have been amended, restated, supplemented or otherwise modified from time to time.

" Amegy Notes " means each of the Revolving Promissory Note dated January 9, 2007, and the Forbearance Period Advance Note dated February 16, 2011, issued by the Company to Amegy, as the same may have been amended, restated, supplemented or otherwise modified from time to time.

" Amegy Warrant " means the Warrant No. I AB dated February 16, 2011, issued by the Company to Amegy, as the same may have been amended, restated, supplemented or otherwise modified from time to time.

" Common Shares " means the shares of Common Stock purchased at the Closing by the Purchaser.

" Common Stock " means the Company's common stock, $0.0001 par value per share.

" Company SEC Documents " means the reports and any other documents filed by the Company on or before the Closing Date with the Securities and Exchange Commission pursuant to the Securities Act and the Securities Exchange Act.

" Director " means a director of the Company or a director, manager or a holder of any equivalent position in any Subsidiary.

" Governmental Authority " means any: (a) nation, state, county, city, district or other similar jurisdiction of any nature; (b) federal, state, local or foreign government; (c) governmental or quasi governmental authority of any nature (including any governmental agency, branch, commission, bureau, instrumentality, department, official, entity, court or tribunal); (d) multi national organization or body; or (e) body or other Person entitled by applicable Law to exercise any arbitrative, administrative, executive, judicial, legislative, police, regulatory or Taxing authority or power.

" Investor Rights Agreement " means the Investor Rights Agreement among the Company and the Purchaser, dated as of the Closing Date, in the form of Exhibit B attached to this Agreement.

" Law " means any applicable provision of any constitution, treaty, statute, law (including the common law), rule, writ, judgments, decrees, injunctions, regulation, ordinance, code or order enacted, adopted, issued or promulgated by any Governmental Authority.

" Material Adverse Effect " means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the Company or any of its Subsidiaries, taken as a whole.

" Off-Shore " means Offshore Finance, LLC, a Nevada limited liability company.

" Off-Shore Debt " means all indebtedness owed by the Company to Off-Shore as of the Closing Date under the Off-Shore Securities Purchase Agreement, the Off-Shore Note or otherwise.

" Off-Shore Note " means the Subordinate Secured Promissory Note dated March 23, 2009, issued by the Company to Off-Shore, as the same may have been amended, restated, supplemented or otherwise modified from time to time.

" Off-Shore Securities Purchase Agreement " means the Securities Purchase Agreement dated March 23, 2009, between the Company to Off-Shore, as the same may have been amended, restated, supplemented or otherwise modified from time to time.

" Off-Shore Series B Securities Purchase Agreement " means the Securities Purchase Agreement, dated as of the Closing Date, between the Company and Off-Shore, in the form of Exhibit C attached to this Agreement.

" Permitted Encumbrances " means (a) Encumbrances for Taxes and other governmental charges and assessments that are not yet due and payable, and Encumbrances for current Taxes and other charges and assessments of any Governmental Authority that may thereafter be paid without penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established on the Company's consolidated books and records, (b) Encumbrances of landlords and Encumbrances of carriers, warehousemen, mechanics and materialmen and other like Encumbrances arising in the ordinary course of business securing payments not yet due and payable or being contested in good faith by appropriate proceedings and for which adequate reserves have been established on the Company's consolidated books and records, (c) other Encumbrances or imperfections of title to or on property that are not material in amount and do not materially detract from the value of or impair in any material respect the existing use of the property affected by such Encumbrance or imperfection, (d) all Encumbrances of record; provided that they do not individually or in the aggregate materially detract from the value of the business of the Company or interfere with the ordinary conduct of the business of the Company, (e) all local and other building and zoning Laws now or hereafter in effect relating to or affecting any real property, provided that they do not individually or in the aggregate materially detract from the value of the business of the Company or interfere with the ordinary conduct of the business of the Company, (f) all leases, subleases, licenses and occupancy and/or use agreements affecting any of the Company's real property assets (or any portion thereof) and (g) Encumbrances that are disclosed in the Company SEC Documents.

" Person " means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or any other business entity or association or any Governmental Authority.

" SEC " means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended.

" Securities Exchange Act " means the Securities Exchange Act of 1934, as

amended.

" Series A Preferred Shares " means the shares of Series A Preferred Stock purchased at the Closing by the Purchaser.

" Series A Preferred Stock " means the Company's Series A Preferred Stock, $0.0001 par value per share.

" Series B Preferred Stock " means the Company's Series B Preferred Stock, $0.0001 par value per share.

" Shares " means the Series A Preferred Shares and the Common Shares purchased at the Closing by the Purchaser.

" Subsidiary " and " Subsidiaries " means any Person of which at least a majority of the securities or other interests, having by their terms ordinary voting power to elect a majority of the board of directors of such other Person (or others performing similar functions with respect to such other Person), is directly or indirectly owned or controlled by the Company or by any one or more of the Subsidiaries.

" Transaction Agreements " means this Agreement, the Investor Rights Agreement any other agreements, instruments or documents entered into between Amegy and the Company in connection with this Agreement.

" Transfer " means any bona fide sale, assignment, encumbrance, grant of security interest in, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer or disposition of any kind, including, without limitation, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of all or any portion of a security, any interest or rights in a security, or any rights under this Agreement.

2.            Representations and Warranties of the Company . The Company represents and warrants to the Purchaser that the following representations and warranties are true and complete as of the date of this Agreement and as of the Closing Date, except for those representations and warranties that speak as of a specific date.

2.1      Organization, Good Standing, Corporate Power and Qualification. The Company and each Subsidiary is (a) duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (b) has all requisite corporate power and authority to own and operate its properties, to carry on its business as presently conducted and as proposed to be conducted, and (c) is duly qualified to .transact business and is in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

2.2      Authorization . All corporate action required to be taken by the Company's Board of Directors (the "Board of Directors") and the Company's stockholders in order to authorize the Company to enter into the Transaction Agreements, to issue the Shares at the Closing and to issue the shares of Common Stock issuable upon conversion of the Series A Preferred Shares, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing and the issuance and delivery of the Shares has been taken or will be taken prior to the Closing. The Transaction Agreements, when executed and delivered by the Company, will constitute valid and legally binding obligations of the Company, enforceable against the Company, in accordance with their respective terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other Laws of general application relating to or affecting the enforcement of creditors' rights generally, (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (c) to the extent the indemnification provisions contained in the Investor Rights Agreement may be limited by applicable federal or state securities Laws.

2.3      Capitalization; Equity Interests .

(a)      Immediately prior to the issuance of the Shares, the authorized and the issued and outstanding capital stock of the Company will consist of (i) 75,000,000 shares of Common Stock, 18,668,575 shares of which are issued and outstanding, all of which outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities Laws, and (ii) 10,000,000 shares of Preferred Stock, $0.0001 par value per share ("Preferred Stock"), of which (A) 130,000 shares have been designated Series A Preferred Stock, none of which are issued and outstanding immediately prior to the Closing, with respect to which the rights, privileges and preferences of the Series A Preferred Stock are as stated in the Certificate and as provided by the Delaware General Corporation Law and (B) 15,016 shares have been designated Series B Preferred Stock, none of which are issued and outstanding immediately prior to the Closing, with respect to which the rights, privileges and preferences of the Series B Preferred Stock are as stated in the Certificate and as provided by the Delaware General Corporation Law.

(b)      The Company has reserved shares of Common Stock for issuance to officers, Directors, employees and consultants of the Company pursuant to its equity incentive plans duly adopted by the Board of Directors and approved by the Company's stockholders (the "Stock Plans"). Of such reserved shares of Common Stock, 903,500 shares are issuable under options that have been granted under the Stock Plans and that are currently outstanding and 146,681 shares remain available for issuance under options that may be granted pursuant to the Stock Plans. In addition, the Company has reserved 1,150,000 shares of Common Stock for issuance pursuant to stock options granted to certain persons other than under the Stock Plans and that are currently outstanding.

(c)      Except for (i) the conversion privileges of the Series A Preferred Shares, (ii) the conversion privileges of the shares of Series B Preferred Stock to be issued to Off-Shore under the Off-Shore Series B Securities Purchase Agreement and (iii) the Shares of Common Stock issuable under options granted as set forth in Section 2.3(b), are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company or any Subsidiary any shares of Common Stock, any shares of Preferred Stock or any other equity securities, or any securities convertible into or exchangeable for shares of Common Stock, Preferred Stock or other equity securities or ownership interests of the Company or any Subsidiary.

(d)      The Company owns no Subsidiaries other than the Subsidiaries disclosed in the Company SEC Documents. The Company owns all of the outstanding equity interests in each Subsidiary. Except for the Subsidiaries, neither the Company nor any Subsidiary currently owns or controls, directly or indirectly, any interest in any other Person. Neither the Company nor any Subsidiary is a participant in any joint venture, partnership or similar arrangement.

(e)      Except as provided in the Investor Rights Agreement, neither the Company nor any Subsidiary is under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. No stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company or any of the equity securities of any Subsidiary.

2.4      Valid Issuance of Shares . The Shares, when issued, sold and delivered in accordance with the terms of and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer, other than restrictions on transfer under this Agreement and applicable state and federal securities Laws. Assuming the accuracy of the representations of the Purchaser in Section 3 of this Agreement and subject to the filings described in Section 2.5(b) below, the Shares will be issued in compliance with all applicable federal and state securities Laws. The shares of Common Stock issuable upon conversion of the Series A Preferred Shares have been duly reserved for issuance, and upon issuance in accordance with the terms of the Certificate, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable federal and state securities Laws._ Based in part upon the representations of the Purchaser in Section 3 of this Agreement, and subject to Section 2.5 below, the shares of Common Stock issuable upon conversion of the Series A Preferred Shares will be issued in compliance with all applicable federal and state securities Laws.

2.5      Governmental Consents and Filings . Assuming the accuracy of the representations made by the Purchaser in Section 3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement or any of the other Transaction Agreements, except for (i) the filing of the Certificate, which will have been filed as of the Closing, (ii) filings pursuant to Regulation D of the Securities Act and applicable state securities Laws, which the Company has made or will make in a timely manner and (iii) filings under the periodic reporting provisions of the Securities Exchange Act.

2.6      Affiliate Transactions . Except for the matters set forth on Exhibit D attached hereto, neither the Company nor any of its Subsidiaries has entered into any transaction with any Affiliate of the Company.

2.7      Debt . Except for the Amegy Debt, the Off-Shore Debt, trade debt incurred in the ordinary course of business payable within 90 days of incurrence or indebtedness described on Exhibit E attached hereto, neither the Company nor any of its Subsidiaries has any liability for the borrowing of money or the guarantee of any indebtedness by the Company or any Subsidiary of the Company.

2.8      Pro Forma Balance Sheet . The Pro Forma Consolidated Balance Sheet set forth on Exhibit F attached hereto reflects the Company's good faith calculation as of the date hereof of the consolidated balance sheet of the Company immediately following the Closing. The information set forth in such balance sheet is subject to such adjustments and other changes as may be necessary in accordance with generally accepted accounting principles.

2.9      Properties and Assets . Each of the Company and its Subsidiaries has good and marketable title to the respective material properties and assets purported to be owned by it (including the Nicaraguan Concessions, as described in the Company SEC Documents), and good title to the respective material leasehold interests purported to be held by it, in each case subject to no liens, charges, encumbrances, security interests, pledges, equities, agreements, voting trusts, proxies, restrictions and claims of any kind or nature whatsoever ("Encumbrances"), other than Permitted Encumbrances or any Encumbrances created in connection with the Amegy Debt or the Off-Shore Debt.

2.10    No Brokers or Finders . No Person has or will have, as a result of any act or omission of the Company or any Subsidiary, any right, interest or claim against or upon the Company or any Subsidiary for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with the transactions contemplated by the Transaction Agreements.

2.11   Disclosure . The Company has provided the Purchaser with all information requested by the Purchaser or its attorneys or agents in connection with its decision to purchase the Shares, including all information the Company believes is reasonably necessary to make such investment decision. Neither this Agreement, the exhibits and schedules hereto, the Transaction Agreements delivered by the Company to the Purchaser or their agents in connection herewith or therewith or with the transactions contemplated hereby or thereby, contain any untrue statement of a material fact nor omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. There are no facts which (individually or in the aggregate) materially adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company or any Subsidiary that have not been set forth in this Agreement, the exhibits, the Transaction Agreements or in other documents delivered to the Purchaser or its attorneys or agents in connection herewith.

2.12   Company SEC Documents . As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the Company SEC Documents (including all schedules thereto and disclosure documents incorporated by reference therein), contained any untrue statement of a material fact or omitted a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company SEC Documents, as of the time of filing or as of the date of the last amendment thereof, if amended after filing, complied in all material respects with the Securities Exchange Act or the Securities Act, as applicable. The consolidated financial statements of the Company included in the Company SEC Documents fairly present in conformity in all material respects with generally accepted accounting principles applied on a consistent basis the consolidated financial position of the Company as of the dates thereof and their consolidated results of operations and changes in financial position for the periods then ended.

3.            Representations and Warranties of the Purchaser . The Purchaser hereby represents and warrants to the Company that:

3.1      Authorization . The Purchaser is duly organized and validly existing under the Laws of the jurisdiction of its organization. The Purchaser has financial power and authority to enter into the Transaction Agreements. The Transaction Agreements to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other Laws of general application relating to or affecting the enforcement of creditors' rights generally, (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (c) to the extent the indemnification provisions contained in the Investor Rights Agreement may be limited by applicable federal or state securities Laws.

3.2      Purchase Entirely for own Account . This Agreement is made with the Purchaser in reliance upon the Purchaser's representation to the Company, which by the Purchaser's execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser hereunder will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third party with respect to any of the Shares. The Purchaser has not been formed for the specific purpose of acquiring the Shares.

3.3      Disclosure of Information . The Purchaser has had an opportunity to discuss the Company's business, management, financial affairs and the terms and conditions of the offering of the Shares with the Company's management and has reviewed the Company SEC Documents. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 or the right of the Purchaser to rely thereon.

3.4      Accredited Investor . The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

3.5      Restricted Securities . The Purchaser understands that the Shares have not been, and will not (other than pursuant to the Investor Rights Agreement) be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations as expressed herein. The Purchaser understands that the Shares are "restricted securities" under applicable U.S. federal and state securities Laws and that, pursuant to these Laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which the Shares may be converted, for resale, except as set forth in the Investor Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements, including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser's control, and which the Company is under no obligation to, and which the Company may not be able to, satisfy.

3.6      Legends . The Purchaser understands that the Shares and any securities issued in respect of or in exchange for the Shares, may bear one or more legends substantially in the form of the following:

(a)      "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER OF THE SHARES MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933."

(b)      Any legend set forth in, or required by, the other Transaction Agreements.

(c)      Any legend required by the securities Laws of any state to the extent such Laws are applicable to the Shares represented by the certificate so legended.

3.7      Purchaser Can Protect its Interest . The Purchaser represents that by reason of its, or of its management's, business or financial experience, the Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement and the Transaction Agreements. The Purchaser has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment contemplated to be made hereunder, and understands that such investment bears a high degree of risk and could result in a total loss of the Purchaser's investment. The Purchaser acknowledges that it is not relying upon any Person in making its investment or decision to invest in the Company.

3.8      No Brokers or Finders . No Person has or will have, as a result of any act or omission of the Purchaser, any right, interest or valid claim against or upon the Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with the transactions contemplated by this Agreement.

4.            Conditions to the Purchaser's Obligations at Closing . The obligation of the Purchaser to purchase the Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

4.1      Representations and Warranties . The representations and warranties of the Company contained in Section 2 shall be true and correct in all respects as of the Closing.

4.2      No Material Adverse Change . Since the date of the filing of the most recently-filed Company SEC Document, there has been no occurrence that has had or could have a Material Adverse Effect.

4.3      Performance . The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

4.4      Company Compliance Certificate . The Chief Executive Officer or the President of the Company shall have delivered to the Purchaser at the Closing a certificate certifying that the conditions specified in Sections 4.1, 4.2 and 4.3 have been fulfilled.

4.5      Qualifications . All consents, waivers, notices, authorizations, approvals or permits, if any, of any Governmental Authority or any other third party that are required or necessary in connection with the lawful issuance and sale of the Shares pursuant to this Agreement and for the consummation of the other transactions contemplated hereunder shall have been obtained by the Company and shall be effective as of the Closing.

4.6      Certificates . The Company shall have filed the Certificate with the Secretary of State of Delaware on or prior to the Closing, which shall continue to be in full force and effect as of the Closing.

4.7      Share Certificates . The Company shall have delivered to the Purchaser share certificates representing the Shares purchased by the Purchaser hereunder.

4.8      Investor Rights Agreement . The Company shall have executed and delivered the Investor Rights Agreement to the Purchaser.

4.9      Termination of Off-Shore Debt and Documents . Off-Shore shall have delivered to the Company, and the Company shall have delivered to the Purchaser copies of, all documents necessary to evidence the conversion, exchange and payment in full of the Off-Shore Debt into and for the shares of Series B Preferred Stock to be purchased by Off-Shore under the Off-Shore Series B Securities Purchase Agreement and the termination of all agreements and instruments relating to the Off-Shore Debt, all which documents shall reasonably be satisfactory to the Purchaser.

4.10      Secretary's Certificate . The Secretary of the Company shall have delivered to the Purchaser at the Closing a certificate certifying (0 the Certificate of Incorporation of the Company, (ii) the Bylaws of the Company and (iii) resolutions of the Board of Directors approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements.

4.11      Proceedings and Documents . All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser, and the Purchaser (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. Such documents will include good standing certificates.

5.            Conditions of the Company's Obligations at Closing . The obligations of the Company to sell the Shares to the Purchaser at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

5.1      Representations and Warranties . The representations and warranties of the Purchaser contained in Section 3 shall be true and correct in all respects as of the Closing.

5.2      Performance . The Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the Closing.

5.3      Purchaser Compliance 'Certificate . An authorized representative of the Purchaser shall deliver to the Company at the Closing a certificate certifying that the conditions specified in Sections 5.1 and 5.2 have been fulfilled with respect to the Purchaser.

5.4      Qualifications . All authorizations, approvals or permits, if any, of any Governmental Authority that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Closing.

5.5      Investor Rights Agreement . The Purchaser shall have executed and delivered the Investor Rights Agreement.

5.6      Amegy Notes . Amegy shall have delivered to the Company the Amegy Notes.

5.7      Personal Guaranty . Amegy shall have delivered to the Company the Guaranty dated February 16, 2011, of Stanton E. Ross.

5.8      Amegy Warrant . Amegy shall have delivered to the Company the Amegy Warrant.

5.9      Termination of Amegy Debt and Documents . Amegy shall have delivered to the Company all documents reasonably necessary to evidence the conversion, exchange and payment in full of the Amegy Debt into and for the Shares, the forgiveness of the balance of the Amegy Debt and the termination of the Amegy Debt Documents.

5.10     Proceedings and Documents . All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Company, and the Company (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. Such documents will include good standing certificates.

6.          Indemnification . Without limiting any other provision of this Agreement or any of the Transaction Agreements, the Company shall indemnify, defend and hold harmless the Purchaser, the Purchaser's Affiliates and each of its directors, officers, partners, managers, members, stockholders, subsidiaries, employees, agents and representatives (each a "Purchaser Indemnified Person") from and against and be liable for any and all liabilities, damages, losses, obligations, taxes, proceedings, demands, judgments and settlements, whether asserted by third parties or incurred or sustained in the absence of third-party claims and whether or not foreseeable, costs and expenses (including interest, penalties and reasonable attorneys' fees) and all amounts paid in investigation, defense or settlement of any of the foregoing that may be sustained or suffered by any such Purchaser Indemnified Person, to the extent related to or arising, directly or indirectly, out of, caused by or resulting from (i) any breach of any representation or warranty made by the Company in this Agreement, any certificate or other instrument or document furnished by the Company or any Transaction Agreement, or (ii) any breach of any covenant or agreement made by the Company in this Agreement or any Transaction Agreement.

7.          Release and Indemnification . Each of the Company and each of the Subsidiaries, individually and on behalf of its respective directors, officers, employees, agents, principals, predecessors, successors and assigns (the "Releasing Parties"), hereby unconditionally and irrevocably compromises, settles and fully releases and forever discharges Amegy and its present and former officers, servants, employees, attorneys, agents, principals, directors, shareholders, subsidiaries, predecessors, successors and assigns (the "Released Parties") from and indemnifies the Released Parties against any and all costs, expenses (including, but not limited to, any fees and expenses incurred in any bankruptcy proceeding), claims, demands, damages, actions, causes of action, liability or suits at law or in equity, of whatever kind or nature, including but not limited to fraudulent inducement claims, whether arising under state or federal law, rule or regulation, which any of them now has, in the past had, or in the future may have against the Released Parties or any of them, whether known or unknown, asserted or unasserted, that directly or indirectly in any way relate to, are based upon, or arise out of any circumstance, event, matter, occurrence, course of dealing, transaction, fact, act, omission, obligation, duty, responsibility, warranty, statement or representation whatsoever related in any way to the Amegy Debt, the Amegy Debt Documents, the Amegy Letters of Credit and any other documents or instruments executed in connection with the Amegy Debt or in evidence of any indebtedness between the Company or the Subsidiaries and Amegy (all of which claims are referred to collectively as the "Released Claims"), INCLUDING, WITH RESPECT TO ALL OF THE ABOVE, RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided that the obligations of the Releasing Parties under this Section 7 shall not apply to the extent a Released Claim arose from a Released Party's gross negligence or willful misconduct. Each Releasing Party hereby covenants and agrees not to in any manner whatsoever (i) sue any Released Party in any court or tribunal or bring any action, lawsuit or cause of action (whether by way of direct action, counterclaim, crossclaim or interpleader) against any Released Party in any manner whatsoever based upon any matter directly or indirectly related to any Released Claim or (ii) challenge the validity of or attempt to avoid any transfer made or described hereunder. Each Releasing Party hereby agrees, unconditionally and irrevocably, to defend, indemnify and hold harmless each of the Released Parties from all Released Claims (collectively, the "Indemnified Claims"), INCLUDING RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided that the obligations of the Releasing Parties under this Section 7 shall not apply to the extent a Released Claim arose from a Released Party's gross negligence or willful misconduct. Each Releasing Party will indemnify, defend and hold harmless the Released Parties from the Indemnified Claims by all appropriate proceedings to a final conclusion or settlement, at the discretion of the Released Parties.

8.           No Transfer Period . During the period commencing on the Closing Date and terminating on the 180th calendar day after the Closing Date hereof, the Purchaser covenants and agrees that it shall not Transfer any of the Shares purchased by it hereunder (or any shares of Common Stock issued upon any conversion of any of the Series A Preferred Shares purchased by it hereunder) other than to any of its Affiliates.

9.             Miscellaneous .

9.1      Survival . The representations, warranties, covenants and agreements of the Company (and each of its Subsidiaries) and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument. The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Purchaser, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Purchaser or any of their representatives.

9.2      Successors and Assigns . The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto (other than the rights of Purchaser Indemnified Persons under Section 6) or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

9.3      Governing Law . This Agreement and any controversy arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the Laws of the State of Texas, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the Laws or any jurisdiction other than the State of Texas.

9.4      Waiver Of Jury Trial . THE COMPANY, AND EACH OF ITS SUBSIDIARIES, AND THE PURCHASER EACH WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN ANY OF THE PARTIES HERETO ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

9.5      Jurisdiction, Venue. Forum Non Conveniens . THE COMPANY, AND EACH OF ITS SUBSIDIARIES, AND THE PURCHASER EACH HEREBY IRREVOCABLY SUBMITS IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN HARRIS COUNTY IN THE STATE OF TEXAS AND WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION THAT IT MAY HAVE UNDER THE LAWS OF THE UNITED STATES OR OF ANY STATE.

THE COMPANY, AND EACH OF ITS SUBSIDIARIES, AND THE PURCHASER EACH WAIVES ANY OBJECTION THAT IT MAY HAVE (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON FORUM NON CONVENIENS) TO THE LOCATION OF THE COURT IN WHICH ANY PROCEEDING IS COMMENCED IN ACCORDANCE WITH THIS SECTION 9.5.

9.6      Counterparts . This Agreement may be executed and delivered (including by fax or electronic transmission) in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

9.7      Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

9.8      Notices .

(a)      All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their facsimile number or address as set forth on the signature page, or to such facsimile number or address as subsequently modified by written notice given in accordance with this Section 9.8.

(b)      If notice is given to Amegy, a copy shall also be sent to Laura J. McMahon, Fulbright & Jaworski L.L.P. 1301 McKinney Street, Suite 5100, Houston, Texas 77010, Facsimile (713) 651-5246.

(c)      If notice is given to the Company, a copy shall also be given to Christian J. Hoffmann III, Quarles & Brady LLP, One Renaissance Square, Two North Central Avenue, Phoenix AZ 85004, Facsimile: (602) 229-6590.

9.9      Fees and Expenses . Each party shall pay all of its own costs, fees and expenses relating to the transactions contemplated under this Agreement.

9.10   Attorney's Fees . If any proceeding at Law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the Transaction Agreements, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

9.11   Amendments and Waivers . Any term or provision hereof may be amended, terminated or waived, either retroactively or prospectively and either generally or in a particular instance, with the written consent of the Company and the holders of at least majority of the Shares purchased hereunder (determined on an as-converted to Common Stock basis).

9.12   Severability . The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision of this Agreement.

9.13   Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by Law or otherwise afforded to any party, shall be cumulative and not alternative.

9.14   Entire Agreement . This Agreement (including the schedules and exhibits hereto and any other documents or agreements delivered pursuant hereto), the Certificate and the other Transaction Agreements constitute the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing among the parties are expressly canceled.

9.15   Pronouns . All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

9.16   Stamp Tax, Delivery Costs . Other Taxes. The Company will pay all stamp, any other transfer or sales taxes and any taxes relating to the forgiveness of the Amegy Debt hereunder, if any, which may be payable in respect of the sale or other transfer of the Shares to the Purchaser, the issuance thereof to the Purchaser and the forgiveness of the Amegy Debt, and will hold the Purchaser harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax.

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IN WITNESS WHEREOF, each of the Company and the Purchaser have executed this Agreement as of the date first above written, and each of the Company's Subsidiaries have executed this Agreement for purpose of providing the release set forth in Section 7 hereof and related covenants and agreements.

EXHIBITS A, B & C

[Note: the Certificate of Designation (Exhibit A), Investor Rights Agreement (Exhibit B) and the Off-Shore Series B Stock Purchase Agreement (Exhibit C) are filed in their final forms as Exhibits 99.4, 99.3, and 99.2, respectively, to the Form 8-K dated April 19, 2012.]

EXHIBIT D

Transactions with Affiliates

Exhibit D to Stock Purchase Agreement

Director Compensation

The Company's sole outside director is Leroy C. Richie. He has received no cash compensation since January 1, 2008 and $147,500 in directors fees have accrued through December 31, 2011

In February 2011 he was granted 125,000 stock options for his service on the Board. Such options vested immediately, are exercisable at a price of $5.25 per share and will expire on February 9, 2021. In April 2009 he was granted 155,750 stock options that vested immediately and are exercisable at a price of $0.26 per share for a ten-year term. In August 2011, the Company granted option to purchase 125,000 shares of its common stock to Mr. Richie for his service on the Board, which options are exercisable at a price of $7.50 per share through August 8, 2021.

Executive Compensation

Due to the financial condition of the Company, Mr. Ross has deferred the receipt of his salary since January 2009. As of December 31, 2011, a total of $235,208 of salary and $14,331.66 of expenses had accrued. In July 2010, he applied $64,792 of deferred salary to exercise 249,200 shares at $0.26 per share.

Mr. Hutchins began serving the Company as Chief Financial Officer in August 2007. Commencing at such point, Mr. Hutchins has been compensated at a rate of $100,000 per year. Since January 2009 he has deferred his compensation, which totaled $300,000 as of December 31, 2011. The Company's office was located in Denver, Colorado until November 2008 when it was moved to the offices of the accounting firm of Hutchins and Haake, LLC, an affiliate of Daniel F. Hutchins, who is a also a director of the Company.

Such firm provides accounting, tax, bookkeeping and administrative services to the Company and bills the Company at its standard billing rates for these services plus out-of-pocket expenses.. The amounts due to Mr. Hutchins' firm for services provided were $514,885.26 and for out-of-pocket expenses were $2,451.98 as of December 31, 2011. Due to the Company's financial situation, it has been unable to pay any of these amounts and it has accrued them for such periods.

Amounts that Hutchins and Haake would otherwise have billed to the Company are after deduction of Mr. Hutchins' annual salary of $100,000. Mr. Hutchins bills the Company at his standard rate of $195 per hour for the services that he renders through his accounting firm. All compensation and expenses accruing to Mr. Hutchins and his accounting firm are included in general and administrative expenses of the Company.

Stock Options

The following set forth the stock options that the Company granted to Messrs. Ross and Hutchins through December 31, 2011.

Revenue Sharing Agreement

On June 6, 2009 the Company entered into a Revenue Sharing Agreement with the officers and directors for services provided. Infinity assigned to officers and directors a monthly payment (the “RSP”) equal to the revenue derived from one percent (1%) of 8/8ths of Infinity’s share of the hydrocarbons produced at the wellhead from the Nicaraguan Concessions, which amounts is allocated 40% to Stanton E. Ross, 35% to Daniel F. Hutchins and 25% to Leroy C. Richie. 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 its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Nicaraguan Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Nicaraguan Concessions, and does not create any rights in the Nicaraguan Concessions for officers and directors.

Off-Shore Finance, LLC

On March 23, 2009, the Company entered into a Securities Purchase Agreement dated effective as of March 23, 2009, with Off-Shore Finance, LLC, an accredited investor, to issue a subordinated secured promissory note in the aggregate principal amount of up to $1,275,000 and a one percent (1%) revenue sharing interest with respect to the Nicaragua Concessions. A s of December 31, 2009 Off-Shore had funded $1,275,000 (the “Funding Amount”) to Infinity. The managing partner of Off-Shore and Mr. Hutchins, the CFO of Infinity are partners in the accounting firm of Hutchins and Haake, LLC, which the Company uses for its corporate office.

In connection with the foregoing loan, the Company entered into a revenue sharing agreement (the “Revenue Agreement”), Infinity assigned to Off-Shore a monthly payment (the “RSP”) equal to the revenue derived from one percent (1%) of 8/8ths, or 100%, of Infinity’s share of the hydrocarbons produced at the wellhead from the Concessions. The RSP bears its proportionate share of all costs incurred to deliver the hydrocarbons to the point of sale to an unaffiliated purchaser, including its share of production, severance and similar taxes, and certain additional costs. The RSP shall be paid to Off-Shore by the last day of each month based on the revenue received by Infinity from the purchaser of the production during the previous month from the Concessions. The Revenue Agreement does not create any obligation for Infinity to maintain or develop the Concessions, and does not create any rights in the Concessions for Off-Shore. At any time within three (3) years from the date of the Revenue Agreement, Infinity has the right to redeem the RSP by paying Off-Shore a sum equal to ten (10) times the Funding Amount, or $12,750,00, until March 22, 2012. Upon the redemption of the RSP by Infinity, the Revenue Agreement shall terminate.

Exhibit 99.2

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of February 28, 2012, by and among Infinity Energy Resources, Inc., a Delaware corporation, with headquarters located at 11900 College Blvd., Suite 310, 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 "Securities 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 shares of Series B Preferred Stock, $0.0001 par value ("Series B Preferred"). The Certificate of Designation of the Series A Preferred and the Series B Preferred is set forth as Exhibit A to this Agreement.

C.           The Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, the Series B Preferred.

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

1.           PURCHASE AND SALE OF THE SERIES B PREFERRED .

(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), 15,016 shares of the Series B Preferred.

(b)           Closing . The closing (the "Closing") of the purchase and sale of the Series B Preferred will occur at the offices of the Company at 11900 College Blvd., Suite 310, Overland Park, Kansas 66210 on March 6, 2012 at 10:00 a.m., CST, or such other date and time as the parties shall agree (the "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 Series B Preferred is $1,501,600, which represents all the amount due under the Subordinate Secured Promissory Note, dated March 23, 2009, due March 31, 2012 (the "Note"). The Buyer agrees, on the terms and conditions set forth herein to purchase at the Closing, and the Company agrees to sell and issue to the Purchaser at the Closing, 15,016 shares of Series B Preferred in conversion, exchange and payment in full of the Note.

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 and as of the Closing Date:

(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.

(b)           Validity; Enforcement . The Buyer has the requisite power and authority to enter into and perform its obligations under this Agreement and any related documents to which it is or may be a party. The execution and delivery of this Agreement and any related documents by the Buyer and the consummation by the Buyer of the transactions contemplated hereby and thereby, including, without limitation, the conversion and exchange of the Note and payment in full of the debt it represents into the Series B Preferred have been duly authorized by the Buyer's Managing Member and Members. This Agreement and any related documents 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 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 any related 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 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 (i) and (ii) 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 Series B Preferred 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 Securities Act, except pursuant to sales registered or exempted under the Securities Act. Buyer does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any of the shares of the Series B Preferred.

(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 Series B Preferred 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 Series B Preferred 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 Series B Preferred and has carefully read this Agreement and the other any related documents and all other information furnished to Buyer by the Company in connection with this Agreement, including the Stock Purchase Agreement and other documents relating to the Company’s transaction with Amegy Bank, N.A. (the "Amegy Transaction").

(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 Series B Preferred based on its examination and evaluation of Company, its business, 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 Series B Preferred and has not relied on Company or its respective agents or representatives. Buyer understands that its investment in the Series B Preferred 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" in the Form 10, as amended, the Company filed with the SEC in July 2011 and the risk that it is converting its debt into equity, thereby forfeiting its status as a creditor for that of an equity holder. Buyer further represents it: (i) is able to bear the loss of Buyer's entire investment in the Series B Preferred 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 Series B Preferred is 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 Series B Preferred as a result of any advertisement, article, notice or other communication regarding the Series B Preferred 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 any related document, 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 Series B Preferred, Buyer is not relying on any information other than that contained in this Agreement, any related document, 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 Series B Preferred 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 Series B Preferred. Buyer understands that the shares of Series B Preferred 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.

(k)           Acknowledgment Regarding Buyer's Purchase of Series B Preferred . 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 Series B Preferred and the negotiation of this Agreement and any related document and that Buyer is not an officer or director of the Company or acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the purchase and sale of the Series B Preferred and the negotiation of any related document.

(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 Series B Preferred or the fairness or suitability of the investment in the Series B Preferred nor have such authorities passed upon or endorsed the merits of the offering of the Series B Preferred.

(m)           Transfer or Resale Legends . Buyer understands that because the shares of Series B Preferred have not been and are not being registered under the Securities 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 Securities Act, or 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 Securities Act. Buyer understands that the certificates or other instruments representing the shares of Series B Preferred 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 and as of the Closing Date:

(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 its subsidiaries have all requisite power and authority to own and operate their properties and assets and to carry on their business as presently conducted.

(b)           Validity; Enforcement . The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, and any related document to which it is or may be a party. The execution and delivery by the Company of this Agreement and any related document and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Series B Preferred have been duly authorized by the Company's Board of Directors. This Agreement and any related document 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 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 any related document 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 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 (ii) 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 (i) and (ii) 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 this Agreement or any related document, in each case in accordance with the terms hereof or thereof, other than the filing with the SEC of Form D and 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 . Since July 2011, 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 "Exchange Act") (the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange 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)           No Additional Agreements . The Company does not have any agreement or understanding with Buyer with respect to the transactions contemplated by this Agreement or any related document.

4.           COVENANTS .

(a)           Form D and Blue Sky . The Company agrees to file a Form D with respect to the Series B Preferred 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 quality the Series B Preferred, 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 Series B Preferred required under applicable securities or "Blue Sky" laws of the states of the United States following the Closing Date.

(b)           Closing of the Amegy Transaction. The Company hereby agrees immediately after the Closing contemplated by this Agreement, it will close the Amegy Transaction under the Stock Purchase Agreement and related documents it has entered into with Amegy Bank that include issuing shares of Series A Preferred to Amegy Bank in conversion of obligations that the Company owes to Amegy Bank.

(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)           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 any related document 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 any related document to which it is a party.

(e)           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 any elated document 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 any related document to which it is a party.

(f)           Transfers of Series B Preferred . Buyer agrees that the Series B Preferred may not be sold, transferred or assigned for a period of one hundred eighty (180) days after the Closing Date.

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

(a)           Execution and Delivery of Shares and Documents . Each of Buyer and the Company shall execute such documents as are required to cancel the Security Agreements and the Commercial Guaranties, executed by Infinity Texas and Infinity Wyoming and the Subordination Agreement, executed by Amegy Bank. The Buyer shall surrender the Note for cancellation and the Company will issue the Buyer shares of Series B Preferred. 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 Kansas without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Kansas or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Kansas. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Kansas City, Kansas, 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 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 any related 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, any related 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 Buyer, 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; upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (ii) 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:

Quarles & Brady LLP

Two North Central Avenue

Phoenix, Arizona 85004

Attn: Christian J. Hoffmann, III

Phone: (602) 229-5336

Fax: (602) 420-5008

Chris.hoffmann@quarles.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

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 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 Series B Preferred. 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]

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

EXHIBIT A

[Note: the Certificate of Designation (Exhibit A hereto) is filed in its final form as Exhibit 99.4 to the Form 8-K dated April 19, 2012.]

Exhibit 99.3

INFINITY ENERGY RESOURCES, INC.

INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (this “ Agreement ”) is made and entered into as of April 13, 2012, by and among Infinity Energy Resources, Inc., a Delaware corporation (the “ Company ”), and Amegy Bank National Association, a national banking association (the “ Investor .”).

RECITALS

A.             The Investor is a purchaser of shares of the Company’s Series A Preferred Stock pursuant to that certain Stock Purchase Agreement dated February 28, 2012 (the “ Stock Purchase Agreement ”).

C.             The obligations in the Stock Purchase Agreement are conditioned upon entering into by the Company and the Investor of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            GENERAL.

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

(a)          “ Accredited Investor ” means any Investor who is an “accredited investor” as defined in Rule 501(a) under the Securities Act at the time of the applicable offer and sale under this Agreement and such Person, upon request, represents this to the Company in writing.

(b)          “ Affiliate ” of any specified Person means any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

(c)          “ Certificate of Designation ” means the Company’s Certificate of Designation filed with Delaware Secretary of State on March 20, 2012, as such may be amended from time to time.

(d)          “ Charter ” means the Company’s Certificate of Incorporation, as such may be amended from time to time.

(e)          “ Common Stock ” means the common stock of the Company, $0.0001 par value per share.

(f)          “ Company SEC Documents ” means the reports and any other documents filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act or the Exchange Act.

(g)          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(h)          “ Form S-3 ” means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(i)          “ Holder ” means any Investor who holds Registrable Securities and any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been duly and validly transferred in accordance with Section 2.8 of this Agreement

(j)          “ Person ” means an individual, a corporation, an association, a joint venture, a partnership, a limited liability company, an estate, a trust, an unincorporated organization and any other entity or organization, governmental or otherwise.

(k)          “ Register ,” “ registered ” and “ registration ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

(l)          “ Registrable Securities ” means (i) shares of Common Stock issuable or issued upon conversion of the Shares, (ii) shares of Common Stock acquired by the Investor under the Stock Purchase Agreement or (iii) any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of securities described in items (i) or (ii) above (or issuable upon the conversion or exercise of any warrant, right or other security which is so issued). Notwithstanding the foregoing, Registrable Securities shall not include any securities that may be sold without restriction pursuant to Rule 144 during any 90-day period.

(m)          “ Registrable Securities then outstanding ” means the number of shares of Common Stock that are Registrable Securities and that (i) are then issued and outstanding or (ii) are issuable pursuant to then exercisable or convertible securities.

(n)          “ Registration Expenses ” means all expenses other than Selling Expenses incurred by the Company in complying with Sections 2.1 2.2 and 2.3 hereof, including, without limitation, all registration, qualification, and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of a single special counsel for the Holders, 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).

(o)          “ Rule 144 ” means Rule 144 promulgated under the Securities Act or any successor provision.

(p)          “ SEC ” means the United States Securities and Exchange Commission.

(q)          “ Securities Act ” means the Securities Act of 1933, as amended.

(r)          “ Selling Expenses ” means all transfer taxes, underwriting discounts and selling commissions applicable to the sale of Registrable Securities and any fees and disbursements of counsel for any Holder (other than the fees and disbursements of one special counsel to the Holders included in Registration Expenses).

(s)          “ Series A Director ” means a member of the Board elected by the holders of the Series A Preferred Stock pursuant to the provisions of Sections 3(f)(i) or (ii) of the Certificate of Designation.

(t)          “ Series A Preferred Stock ” means the series of preferred stock of the Company, $0.0001 par value per share, designated as “Series A Preferred Stock”.

(u)          “ Shares ” means shares of Series A Preferred Stock.

(v)         “ Special Registration Statement ” means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, including any registration statements related to the issuance or resale of securities issued in such a transaction.

(w)          “ Subsidiary ” and “ Subsidiaries ” means the subsidiaries of the Company disclosed in the Company SEC Documents. and any other Person of which at least a majority of the securities or other interests, having by their terms ordinary voting power to elect a majority of the board of directors of such other Person (or others performing similar functions with respect to such other Person), is directly or indirectly owned or controlled by the Company or by any one or more of the Subsidiaries.

2.            REGISTRATION.

2.1           Demand Registration .

(a)          Subject to the conditions of this Section 2.1 , if the Company shall receive a written request from the Holders of Registrable Securities holding a majority of the Registrable Securities then outstanding (the “ Initiating Holders ”), that the Company file a registration statement under the Securities Act covering the registration of all or part of the Registrable Securities (such request will state the number of shares of Registrable Securities to be disposed of by such Initiating Holders), then the Company will, within 30 days of the receipt thereof, give written notice of such request to all other Holders and, subject to the limitations of this Section 2.1 , effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. The Company will not include in any registration under this Section 2.1 any securities which are not Registrable Securities without the prior written consent of the Initiating Holders.

(b)          If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 or any request pursuant to Section 2.3 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a) , as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.1 or Section 2.3 , if the managing underwriter in any underwritten registration advises the Company in writing (with a copy to each Holder) that in its opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Initiating Holders and all other Holders of Registrable Securities on a pro rata basis based on the total number of shares of Registrable Securities held by such Holders. In no event will shares of any other selling stockholder or the Company be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of the Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(c)           The Company shall not be required to effect a registration pursuant to this Section 2.1 :

(i)          prior to January 1, 2013;

(ii)         if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by an executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12-month period; or

(iii)        if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below.

2.2            Piggyback Registrations . Commencing on and after January 1, 2013, the Company shall notify all Holders of Registrable Securities in writing at least 45 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, without limitation, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements and any registration statement under Sections 2.1 and 2.3 ) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within 15 days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(a)           Underwriting . If the registration statement under which the Company gives notice under this Section 2.2 is for an underwritten offering, the Company shall so advise the Holders in such notice. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.2 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by such other Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners and retired partners, members, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

(b)           Right to Terminate Registration . The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.4 hereof.

2.3            Form S-3 Registration . In case the Company shall receive from any Holder or Holders of at least 15% of the then outstanding Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

(a)          promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and

(b)          as soon as reasonably practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however , that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3 :

(i)          if Form S-3 is not available for such offering by the Holders;

(ii)         if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 2.1(b) );

(iii)        if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3 , the Company gives notice to such Holder or Holders of the Company’s good faith intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement; provided that such Holders were permitted to register such shares as requested to be registered pursuant to Section 2.2 hereof without reduction by the underwriter thereof;

(iv)        if the Company shall furnish to the Holders a certificate signed by an executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 180 days after receipt of the request of the Holder or Holders under this Section 2.3 ; provided that such right to delay a request shall be exercised by the Company not more than once in any 12-month period; or

(v)         if the Company has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3 and such registrations have been declared or ordered effective; and

(c)          subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1 .

2.4           Expenses of Registration . Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Sections 2.1, 2.2 or 2.3 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.1 or 2.3 , the request of which has been subsequently withdrawn by the Initiating Holders unless the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested.

2.5          Obligations of the Company . Whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a)          Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best 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 earlier, until the Holder or Holders have completed the distribution related thereto; provided, however , that such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company. Notwithstanding the foregoing, at any time, upon written notice to the participating Holders and for a period not to exceed 45 days thereafter (the “ Suspension Period ”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the Initiating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company’s Board of Directors, upon the written advice of counsel, reasonably believes that the Company may, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which could reasonably be expected to have a material adverse effect upon the Company, its stockholders, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto. In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period (and any extension of the Suspension Period pursuant to the following sentence). Upon advance notice to the Holders of the Registrable Securities registered under the applicable registration statement, the Company may extend the Suspension Period for one additional consecutive period not to exceed 45 days, if prior to any such extension, the Company has solicited and received written consent to such extension from the Holders of not less than a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. If so directed by the Company, all Holders registering shares under such registration statement shall use their best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. Notwithstanding anything to the contrary contained herein, the Company may not enforce any Suspension Period during any 12 month period in which it delayed a registration pursuant to Section 2.1 or Section 2.3 .

(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 securities covered by such registration statement for the period set forth in subsection (a) above.

(c)          Furnish to the Holders such number of copies of a prospectus, including a 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.

(d)          Use 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; 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 except as may be required by the Securities Act.

(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(s) of such offering. 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 of 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. As promptly as practicable thereafter, the Company will prepare and file with the SEC, and furnish without charge to the appropriate Holders and managing underwriter(s), if any, an amendment or supplement to such registration statement or prospectus in order to cause such registration statement or prospectus not to include any 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 in the light of the circumstances then existing and will furnish such copies thereof as the Holders or any underwriters may reasonably request.

(g)          Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) a copy of an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

(h)          Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed or to be included for trading on any inter-dealer quotation system on which similar securities issued by the Company are then included.

(i)           Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

2.6           Delay of Registration; Furnishing Information .

(a)          No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2 .

(b)          It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 2.1, 2.2 or 2.3 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall reasonably be required to effect the registration of their Registrable Securities.

2.7           Indemnification . In the event any Registrable Securities are included in a registration statement under Sections 2.1, 2.2 or 2.3 :

(a)          To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any expenses (including reasonable attorneys’ fees), losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such expenses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “ Violation ”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated by reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) 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, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, member, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however , that the indemnity agreement contained in this Section 2.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld or delayed, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished specifically for use in connection with such registration by such Holder, partner, member, officer, director, underwriter or controlling person of such Holder.

(b)          To the extent permitted by law, each Holder will severally, if Registrable Securities held by such Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers, its agents, and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, members, directors or officers or any person who controls such Holder, against any expenses (including reasonable attorneys’ fees), losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, agent, controlling person, underwriter or other such Holder, or partner, member, director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such expenses, losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any of the following statements: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated by reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or (ii) 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 (collectively, a “ Holder Violation ”), in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, member, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Holder Violation; provided, however , that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld or delayed; provided further , that in no event shall any indemnity under this Section 2.7 exceed the net proceeds from the offering received by such Holder.

(c)          Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7 , deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however , that an indemnified party shall have the right to retain its own 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. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7 , but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7 .

(d)          If the indemnification provided for in this Section 2.7 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder less any amounts paid pursuant to Section 2.7(b) above.

(e)          The obligations of the Company and Holders under this Section 2.7 shall survive completion of any offering of Registrable Securities in a registration statement and the termination of this Agreement. 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 that 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.

2.8            Assignment of Registration Rights . The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a Holder to a any transferee of a Holder’s Registrable Securities; provided, however , (i) the transferor shall, within 15 days after such transfer, furnish to the Company written notice of the name and address of such transferee and the Registrable Securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement.

2.9            Amendment of Registration Rights . Any provision of this Section 2 may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of at least a majority of the then outstanding Registrable Securities; provided , however , that no amendment or waiver of this Section 2 may adversely change the rights or obligations of any Holder of Registrable Securities in a manner materially different from all other Holders of Registrable Securities without such Holder’s written consent. Any amendment or waiver effected in accordance with this Section 2.9 shall be binding upon each Holder and the Company. By acceptance of any benefits under this Section 2 , Holders of Registrable Securities hereby agree to be bound by the provisions hereunder.

2.10          Limitation on Subsequent Registration Rights . After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the then outstanding Registrable Securities issued or issuable upon conversion of the Shares, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on a parity with or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

2.11          “Market Stand-Off” Agreement . Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of, any Common Stock (or other securities) of the Company held by such Holder (other than those included in or acquired after such registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed 180 days following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period, not to exceed 18 days after expiration of the 180-day period, as the Company or the underwriters shall request in order to facilitate compliance with NASD Rule 2711); provided that:

(a)          all executive officers and directors of the Company and holders of at least 5% of the Company’s voting securities enter into similar agreements;

(b)          any waiver or termination of the restrictions set forth in this Section 2.11 by the Company or its underwriters shall apply to the Registrable Securities held by each Investor on a pro rata basis based on the number of Registrable Securities held by such Investors; and

(c)          such agreement shall not apply to (i) a sale of the Shares or Registrable Securities to an underwriter pursuant to an underwriting agreement or (ii) a transfer of the Shares or Registrable Securities to an Affiliate of such Holder.

Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of such Common Stock (or other securities) until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

2.12          Agreement to Furnish Information . If requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within 15 days of such request, such non-confidential information as may be reasonably required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act (other than a Special Registration Statement). Each Holder agrees that any transferee of any shares of Registrable Securities shall agree to be bound by Sections 2.11 and 2.12 .

2.13          Rule 144 Reporting . With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that may permit the sale of the Registrable Securities to the public without registration, or pursuant to a registration on Form S-3, the Company shall:

(a)          make and keep public information available, as those terms are understood and defined in Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times 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 Exchange Act and the Securities Act; and

(c)          so long as a Holder owns any Registrable Securities, furnish to such Holder reasonably promptly upon request: a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 of the Securities Act, and of 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 filed with the SEC; and such other reports and documents as a Holder may reasonably request in connection with availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

3.            COVENANTS OF THE COMPANY.

3.1           Reservation of Common Stock . The Company will at all times reserve and keep available, solely for issuance and delivery upon the conversion of the Shares, all Common Stock issuable from time to time upon such conversion.

3.2           Voting for Election of Directors .

(a)          The Company shall take all necessary and desirable action within its control (including, without limitation, calling special Board meetings or stockholders meetings), so as to elect members of the Board as follows:

(i)          during the time period set forth in Section 3(f)(i) of the Certificate of Designation, one representative of the holders of Series A Preferred Stock as designated by the holders of a majority of the then outstanding shares of Series A Preferred Stock; provided , however , that no director designated as provided in this Section 3.2(a)(i) may be removed without the written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock, and no vacancy caused by the resignation, death or removal of a director designated as provided in this Section 3.2(a)(i) may be filled without the written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock; and

(ii)         during the time period set forth in Section 3(f)(ii) of the Certificate of Designation, such number of members of the Board as shall constitute the number of directors then subject to election by the holders of Series A Preferred Stock under such Section 3(f)(ii) of the Certificate of Designation; provided , however , that no director designated as provided in this Section 3.2(a)(ii) may be removed without the written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock, and no vacancy caused by the resignation, death or removal of a director designated as provided in this Section 3.2(a)(ii) may be filled without the written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock.

(b)            Changes in Directors . From time to time during the term of this Agreement, Holders who hold sufficient Shares to elect a director pursuant to this Agreement or who have a right to designate a Board member may, in their sole discretion:

(iii)        notify the Company in writing of an intention to remove from the Board any incumbent director who occupies a Board seat for which such Holders are entitled to designate the director; or

(iv)        notify the Company in writing of an intention to select a new director for election to a Board seat for which such Holders are entitled to designate the director (whether to replace a prior director or to fill a vacancy in such Board seat).

In the event of such an initiation of a removal or election of a director under this Section 3.2(b) , the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate Holders. In the event that any director for any reason ceases to serve as a member of the Board during his or her term of office, the resulting vacancy on the Board shall be filled as provided in Section 3.2(a) and not by a vote of the Holders generally, and, if the Holders entitled to designate any such director fail to designate a representative to fill a directorship pursuant to the terms of Section 3.2(a) , such directorship shall remain vacant until filled by the Holders entitled to designate such director.

(c)           Board Committees . To the extent that the Board establishes any committees as the Board shall deem necessary or convenient from time to time, the Company shall take all actions within its control necessary to ensure that at least one Series A Director shall have the right to serve on any such committee.

(d)           No Liability for Election of Recommended Director . None of the parties hereto and no officer, director, stockholder, partner, employee or agent of any party makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Board by virtue of such party’s execution of this Agreement or by the act of such party in voting for such nominee; provided , however , that any such nominee shall meet the requirements for directors established by applicable regulatory authorities for the public market in which the Company’s Common Stock then trades and, if the Company is a publicly-traded company at the time, otherwise be qualified to be a director of a publicly-held company under any applicable law.

(e)           Directors’ Liability and Indemnification; Insurance . The Company’s Charter and Bylaws shall provide for (i) elimination of the liability of a director to the maximum extent permitted by law and (ii)  indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. During the period in which the holders of Series Preferred Stock have the right to elect any Series A Directors, the Company will maintain in full force and effect director and officer liability insurance in an amount not less than $3 million covering every Series A Director, provided, however, that if at any time the Company reasonably is unable to afford the costs of procuring and maintaining such insurance, the holders of the Shares, at their sole discretion, shall pay such costs.

4.             MISCELLANEOUS.

4.1            Governing Law; Venue; Waiver of Jury Trial . This Agreement and any controversy arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the Laws of the State of TEXAS IN ALL RESPECTS as such laws are applied to agreements among TEXAS residents entered into and performed entirely within the State of TEXAS and without giving effect to any choice or conflict of Law provision or rule (whether of the State of TEXAS or any other jurisdiction) that would cause the application of the Laws or any jurisdiction other than the State of TEXAS. The parties agree that any action brought by any party under or Related to this Agreement, including without limitation to interpret or enforce any provision of this Agreement AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE , shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in HARRIS County, TEXAS. THE COMPANY AND EACH OF THE OTHER PARTIES HERETO HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON FORUM NON CONVENIENS) TO THE LOCATION OF THE COURT IN WHICH ANY PROCEEDING IS COMMENCED IN ACCORDANCE WITH THIS SECTION 4.1 .

THE COMPANY AND EACH OTHER PARTY HERETO EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

4.2            Successors and Assigns . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors, and administrators and shall inure to the benefit of and be enforceable by each person who shall be a Holder of Registrable Securities from time to time; provided, however , that prior to the receipt by the Company of adequate written notice of the transfer of any Registrable Securities specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such shares in its records as the absolute owner and holder of such shares for all purposes, including the payment of dividends or any redemption price.

4.3            Entire Agreement . This Agreement, the exhibits and schedules hereto, and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

4.4            Severability . In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

4.5           Amendment and Waiver .

(a)          Except as otherwise expressly provided in this Agreement, this Agreement may be amended, modified or terminated, either prospectively or retrospectively and either in general or with respect to any particular matter, only upon the written consent of the Company and the Holders of at least a majority of the then outstanding Registrable Securities issued or issuable upon conversion of the Shares; provided, however , that no amendment, modification or termination may adversely change the rights or obligations of any Holder of Registrable Securities in a manner materially different from all other Holders of Registrable Securities without such Holder’s written consent. Any such amendment shall be binding on all parties hereto.

(b)          Except as otherwise expressly provided in this Agreement, the obligations of the Company and the rights of the Holders under this Agreement may be waived, either prospectively or retrospectively and either in general or with respect to any particular matter, only with the written consent of the Holders of at least a majority of the then outstanding Registrable Securities issued or issuable upon conversion of the Shares; provided , however , that no waiver may adversely change the rights or obligations of any Holder of Registrable Securities in a manner materially different from all other Holders of Registrable Securities without such Holder’s written consent. Any such waiver shall be binding on all parties hereto.

(c)          For the purposes of determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company shall be entitled to rely solely on the list of record holders of its stock as maintained by or on behalf of the Company.

4.6          Delays or Omissions . It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. Subject to the terms of Section 4.5 above, it is further agreed that any waiver, permit, consent, or approval of any kind or character on any party’s part of any breach, default or noncompliance under the Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

4.7          Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the address as set forth on Exhibit A hereto or at such other address or electronic mail address as such party may designate by 15 days’ advance written notice to the other parties hereto.

4.8          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.

4.9          Additional Investors . Notwithstanding anything to the contrary contained herein, if the Company shall issue equity securities, the Company and the Investors holding at least a majority of the then outstanding Registrable Securities issued or issuable upon conversion of the Shares may permit any purchaser of such securities to become a party to this Agreement, without any approval by the other Investors, by executing and delivering an additional counterpart signature page to this Agreement or any other form of joinder agreement acceptable to the Company and shall be deemed an “ Investor ”, a “ Holder ” and a party hereunder.

4.10        Counterparts; Facsimile Signatures . This Agreement may be executed and delivered (including by fax or electronic transmission) in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

4.11          Attorney’s Fees . In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

4.12          Aggregation of Stock . All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and the exercise of such rights may be allocated among the applicable Holder and its Affiliates as such Holder may determine.

4.13          Pronouns . All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

EXHIBIT A

SCHEDULE OF PARTIES

Company

INFINITY ENERGY RESOURCES, INC.

11900 College Blvd., Suite 204

Overland Park, Kansas 66210

Facsimile: (913) 338-4455

with a copy to:

Christian J. Hoffmann III,

Quarles & Brady LLP

One Renaissance Square

Two North Central Avenue

Phoenix Arizona 85004

Facsimile: (602) 229-6590.

Investor

AMEGY BANK NATIONAL ASSOCIATION

A. Stephen Kennedy

Executive Vice President/Manager-Energy Group

4400 Post Oak Parkway

Houston, Texas 77027

Facsimile: (713) 561-0345

with a copy to:

Laura J. McMahon

Fulbright & Jaworski L.L.P.

1301 McKinney Street, Suite 5100

Houston, Texas 77010

Facsimile: (713) 651-5246

Exhibit 99.4

INFINITY ENERGY RESOURCES, INC.

CERTIFICATE OF DESIGNATION
OF

Series A Preferred Stock
AND

Series b pREFERRED sTOCK

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

INFINITY ENERGY RESOURCES, INC., a corporation organized and existing under the laws of the State of Delaware (the “ Company ”), does hereby certify that, pursuant to the authority conferred on the Board of Directors of the Company by the Certificate of Incorporation, as amended, of the Company and in accordance with Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Company adopted the following resolution establishing a series of 130,000 shares of Preferred Stock of the Company designated as “Series A Preferred Stock” and establishing a series of 15,016 shares of Preferred Stock of the Company designated as “Series B Preferred Stock”:

RESOLVED, that pursuant to the authority conferred on the Board of Directors of the Company by the Certificate of Incorporation, as amended, two series of Preferred Stock, par value $0.0001 per share, of the Company be and hereby are established and created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof shall be as follows:

1.              Designation and Number .

(a)         Series A Preferred . The designation of one series shall be “Series A Preferred Stock” (hereinafter referred to as “ Series A Preferred Stock ” or “ Series A Preferred ”). The number of shares constituting the Series A Preferred Stock shall be 130,000.

(b)         Series B Preferred . The designation of one series shall be “Series B Preferred Stock” (hereinafter referred to as “ Series B Preferred Stock ” or “ Series B Preferred ”). The number of shares constituting the Series B Preferred Stock shall be 15,016.

2.             Dividend Rights .

(a)         Dividends on Series A Preferred Stock . From and after the Series A Original Issue Date, dividends at the rate per annum of six percent (6%) of the Series A Original Issue Price shall accrue on such shares of Series A Preferred (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred) (the “ Series A Accruing Dividends ”). The Series A Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however , that except as set forth in Sections 2(c) ,  4(a) , 5(d) and 6(a) , such Series A Accruing Dividends shall be payable only when, as and if declared by the Board and the Company shall be under no obligation to pay such Series A Accruing Dividends.

(b)         Dividends on Series B Preferred Stock . From and after the Series B Original Issue Date, dividends at the rate per annum of six percent (6%) of the Series B Original Issue Price shall accrue on such shares of Series B Preferred (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred) (the “ Series B Accruing Dividends ”). The Series B Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however , that except as set forth in Sections 2(c) , 4(a) , 5(d) and 6(a) , such Series B Accruing Dividends shall be payable only when, as and if declared by the Board and the Company shall be under no obligation to pay such Series B Accruing Dividends.

(c)         Priority . The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends payable in shares of Common Stock), unless (in addition to the obtaining of any consents required elsewhere in this Certificate of Designation) the holders of Series Preferred then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series Preferred in an amount at least equal to the greater of (i) the amount of the aggregate Series Preferred Accruing Dividends then accrued on such share of Series Preferred and not previously paid and (ii) (A) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Series Preferred as would equal the product of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series Preferred, in each case calculated on the record date for determination of holders entitled to receive such dividend or (B) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Series Preferred determined by (1) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (2) multiplying such fraction by an amount equal to the Series A Preferred Original Issue Price (with respect to the Series A Preferred) and by an amount equal to the Series B Preferred Original Issue Price (with respect to the Series B Preferred); provided that, if the Company declares, pays or sets aside on the same date a dividend on shares of more than one class or series of capital stock of the Company, the dividend payable to the holders of Series Preferred pursuant to this Section 2(c) shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series Preferred dividend.

3.             Voting Rights .

(a)         Separate Vote of Series A Preferred-General . For so long as any shares of Series A Preferred remain outstanding, in addition to any other vote or consent required herein or by law, the vote of the holders of at least a majority of the outstanding Series A Preferred, voting as a single class, shall be necessary for effecting or validating the following actions (whether, directly or indirectly, by amendment to the Certificate of Incorporation or other applicable document and/or by merger, recapitalization, reclassification, consolidation or otherwise), which actions shall be void in the absence of such approval:

(i)         any amendment, alteration, repeal or waiver of any provision of the Certificate of Incorporation that would alter or change the powers, preferences or special rights of the shares of Series A Preferred so as to affect them adversely;

(ii)        any increase or decrease in the authorized number of shares of the Series A Preferred; or

(iii)        except for the Series B Preferred Stock established hereby, any authorization or any designation, whether by reclassification or otherwise, of any new class or series of stock or any other securities convertible into or exercisable for equity securities of the Company ranking on a parity with or senior to the Series A Preferred in right of redemption, conversion, liquidation preference, registration rights, voting or dividends or any increase in the authorized or designated number of any such new class or series.

(b)          Series B Preferred Voting Rights . For so long as any shares of Series B Preferred remain outstanding, the Series B Preferred shall have no voting rights, except that, in addition to any other vote or consent required herein or by law, the vote of the holders of at least a majority of the outstanding Series B Preferred, voting as a single class, shall be necessary for effecting or validating the following actions (whether, directly or indirectly, by amendment to the Certificate of Incorporation or other applicable document and/or by merger, recapitalization, reclassification, consolidation or otherwise), which actions shall be void in the absence of such approval:

(i)        any amendment, alteration, repeal or waiver of any provision of the Certificate of Incorporation that would alter or change the powers, preferences or special rights of the shares of Series B Preferred so as to affect them adversely; or

(ii)        any increase or decrease in the authorized number of shares of the Series B Preferred.

(c)           Separate Vote of Series A Preferred-Additional . For so long as any shares of Series A Preferred remain outstanding, the Company shall not take, and shall not authorize or permit any of its Subsidiaries to take, as the case may be, any of the following actions, and, in addition to any other vote or consent required herein or by law, the vote of the holders of at least a majority of the outstanding Series A Preferred, voting as a single class, shall be necessary for effecting or validating the following actions (whether, directly or indirectly, by amendment to the Certificate of Incorporation or other applicable document and/or by merger, recapitalization, reclassification, consolidation or otherwise), which actions shall be void in the absence of such approval:

(i)        any amendment, alteration, repeal or waiver of any provision of the Certificate of Incorporation or the Bylaws (including any filing of a Certificate of Designation);

(ii)        any redemption, repurchase or other distribution with respect to the Common Stock or any other class or series of stock of the Company (other than as provided herein with respect to the Series Preferred);

(iii)        any liquidation, dissolution or winding-up of the business and affairs of the Company or the entry into any agreement to which the Company is a party regarding an Acquisition, an Asset Transfer or any other merger (whether or not the Company is the surviving corporation), consolidation, corporate reorganization, reclassification or recapitalization of the Company;

(iv)        any action that results in the payment or declaration of a dividend on any shares of Common Stock or any other class or series of stock of the Company (other than as provided herein with respect to the Series Preferred);

(v)         any action by the Company or any Subsidiary of the Company, indirectly or indirectly, to enter into or permit to exist any transaction between the Company or any Subsidiary of the Company and any Affiliate of the Company (including the purchase, sale, lease or exchange of any property or the rendering of any service);

(vi)        other than in connection with the incurrence of trade debt in the ordinary course of business payable within 90 days of incurrence, any borrowing of money by the Company or any of its Subsidiaries, any guarantee of any indebtedness by the Company or any of its Subsidiaries or any action that results in the creation, authorization to create or issue or issuance of any debt security of the Company or any of its Subsidiaries;

(vii)        any action that results in the grant of a security interest in, permits a security interest in or otherwise encumbers any assets of the Company or any of its Subsidiaries;

(viii)        the creation of, or holding of any equity securities in, any Subsidiary that is not wholly-owned (either directly or through one or more other Subsidiaries) by the Company, any sale, transfer or other disposition of any equity securities of any direct or indirect Subsidiary of the Company or any action that permits any direct or indirect Subsidiary of the Company to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all, substantially all or a material portion of the assets of such Subsidiary;

(ix)         any change in the principal business of the Company or any of its Subsidiaries, any entry into new lines of business by the Company or any of its Subsidiaries or any exit from the current line of business by the Company or any of its Subsidiaries;

(x)        any change in the number of directorships constituting the entire number of directors on the Board; or

(xi)        any action that commits the Company or any of its Subsidiaries to do any of the foregoing.

(d)           Series A Preferred 2013 Rights . During the period commencing on January 1, 2013 (Central Time), and at all times thereafter during which the provisions of Section 3(e) are not in effect (the “ 2013 Period ”), each holder of shares of Series A Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series A Preferred then are convertible (pursuant to Section 5 ) immediately after the close of business on the record date fixed for any stockholder meeting or the effective date of any stockholder written consent. During the 2013 Period, the Series A Preferred shall be entitled to notice of any stockholder meeting in accordance with the DGCL, the Certificate of Incorporation and the Bylaws and shall be entitled to vote by consent in connection with any vote taken by stockholder consent in accordance with the DGCL, the Certificate of Incorporation and the Bylaws. Except as otherwise provided herein or as required by law, during the 2013 Period, the Series A Preferred shall vote together with the Common Stock, as a single class, on an as-converted basis, and not as a separate class, at any meeting of the stockholders and may act by written consent in the same manner as the holders of Common Stock with respect to any matter upon which holders of Common Stock have the right to vote.

(e)           Series A Preferred Subsequent Super-voting Rights .

(i)        During the period commencing on January 1, 2014 (Central Time), and at all times thereafter (the “ Subsequent Period ”), with respect to voting on any matter other than the matters described in Article 8 of the Certificate of Incorporation (as such Article 8 may subsequently be amended), each share of Series A Preferred shall be entitled to such number of votes as shall equal the number obtained by (A) determining the number of votes that would equal 50.01% of the sum of (x) such number of votes that the holders of Series A Preferred would be entitled to cast in the absence of this Section 3(e)(i) and (y) the number of votes that the holders of shares of all other classes and series of voting stock of the Company would be entitled to cast, rounded up to the nearest whole number, and (B) dividing that number by the number of shares of Series A Preferred then outstanding and rounding that number up to the nearest whole number. If before or during the Subsequent Period, from time to time, any shares of Series A Preferred are converted into shares of Common Stock pursuant to Section 5(a) , then, immediately following any such conversion of shares, the percentage number, “50.01”, appearing in the immediately-preceding sentence shall be changed to the number determined by (i) subtracting the aggregate number of shares of Series A Preferred converted from the Series A Original Issue Date through and including such conversion from the 130,000 authorized shares of Series A Preferred (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred), (ii) dividing the resulting number by 130,000 (subject to such appropriate adjustment) and (iii) multiplying the resulting quotient by 50.01 and rounding up to the nearest whole number.

(ii)        During the Subsequent Period, with respect to voting on any matter described in Article 8 of the Certificate of Incorporation (as such Article 8 may subsequently be amended), each share of Series A Preferred shall be entitled to such number of votes as shall equal the number obtained by (A) determining the number of votes that would equal 66.67% of the sum of (x) such number of votes that the holders of Series A Preferred would be entitled to cast in the absence of this Section 3(e)(ii) and (y) the number of votes that the holders of shares of all other classes and series of voting stock of the Company would be entitled to cast, rounded up to the nearest whole number, and (B) dividing that number by the number of shares of Series A Preferred then outstanding and rounding that number up to the nearest whole number. If before or during the Subsequent Period, from time to time, any shares of Series A Preferred are converted into shares of Common Stock pursuant to Section 5(a) , then, immediately following any such conversion of shares, the percentage number, “66.67”, appearing in the immediately-preceding sentence shall be changed to the number determined by (i) subtracting the aggregate number of shares of Series A Preferred converted from the Series A Original Issue Date through and including such conversion from the 130,000 authorized shares of Series A Preferred (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred), (ii) dividing the resulting number by 130,000 (subject to such appropriate adjustment) and (iii) multiplying the resulting quotient by 66.67 and rounding up to the nearest whole number.

(iii)        During the Subsequent Period, the Series A Preferred shall be entitled to notice of any stockholder meeting in accordance with the DGCL, the Certificate of Incorporation and the Bylaws and shall be entitled to vote by consent in connection with any vote taken by stockholder consent in accordance with the DGCL and the Bylaws. Except as otherwise provided herein or as required by law, during the Subsequent Period, the Series A Preferred shall vote together with the Common Stock, as a single class, on an as-converted basis, and not as a separate class, at any meeting of the stockholders and may act by written consent in the same manner as the holders of Common Stock with respect to any matter upon which holders of Common Stock have the right to vote.

(iv)        The provisions of this Section 3(e) shall not be in effect immediately after the time at which the number of outstanding shares of Series A Preferred Stock is less than 43,333 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred).

(f)           Election of Board of Directors .

(i)        During the period commencing on the Series A Original Issue Date (Central Time), and at all times thereafter during which the provisions of Section 3(e) are not in effect, the holders of Series A Preferred, voting as a single class, shall be entitled to elect one member of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, to remove from office any such director and to fill any vacancy caused by the resignation, death or removal of any such director. If the holders of shares of Series A Preferred fail to elect a director to fill the directorship for which they are entitled to elect a director pursuant to this Section 3(f)(i) , then the directorship not so filled shall remain vacant until such time as the holders of the Series A Preferred elect a person to fill such directorship by vote or written consent in lieu of a meeting, and no such directorship may be filled by stockholders of the Company other than the Series A Preferred.

(ii)        During the Subsequent Period, the holders of Series A Preferred, voting as a single class, shall be entitled to elect such number of members of the Board as shall constitute 50.01% of the number of directors then constituting the entire number of directors of the Board, rounded up to the nearest whole number, at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, to remove from office any such director and to fill any vacancy caused by the resignation, death or removal of any such director. If the holders of shares of Series A Preferred fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 3(f)(ii) , then any directorship not so filled shall remain vacant until such time as the holders of the Series A Preferred elect a person to fill such directorship by vote or written consent in lieu of a meeting, and no such directorship may be filled by stockholders of the Company other than the Series A Preferred. If before or during the Subsequent Period, from time to time, any shares of Series A Preferred shall be converted into shares of Common Stock pursuant to Section 5(a) , then, immediately following any such conversion of shares, the percentage number, “50.01”, appearing in the first sentence of this Section 3(f)(ii) shall be changed to the number determined by (i) subtracting the aggregate number of shares of Series A Preferred converted from the Series A Original Issue Date through and including such conversion from the 130,000 authorized shares of Series A Preferred (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred), (ii) dividing the resulting number by 130,000 (subject to such appropriate adjustment) and (iii) multiplying the resulting quotient by 50.01 and rounding up to the nearest whole number.

(iii)        During the 2013 Period and the Subsequent Period, the holders of Common Stock and the holders of Series A Preferred Stock (voting on the basis set forth in Section 3(d) on an as converted to Common Stock basis), voting together as a single class, shall be entitled to elect all remaining members of the Board not elected pursuant to Section 3(f)(i) or Section 3(f)(ii) , as the case may be, at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

4.             Liquidation .

(a)          Liquidation Preference of the Series A Preferred . Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any Acquisition or Asset Transfer (each, a “ Liquidation Event ”), before any distribution or payment shall be made to the holders of any Series B Preferred Stock or to the holders of any Common Stock, the holders of Series A Preferred shall be entitled to be paid, on a pari passu basis, out of the assets of the Company legally available for distribution (or the consideration received in such transaction), for each share of Series A Preferred held by them, an amount per share of Series A Preferred equal to the greater of (A) the Series A Original Issue Price plus any Series A Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon, and (B) an amount that such holder would have received for such share of Series A Preferred if such share were converted into shares of Common Stock pursuant to Section 5 immediately prior to such Liquidation Event (such greater amount, the “ Series A Liquidation Amount ”). If, upon any such Liquidation Event, the assets of the Company (or the consideration received in such transaction) shall be insufficient to make payment in full to all holders of Series A Preferred of the Liquidation Amount set forth in this Section 4(a) , then such assets (or consideration) shall be distributed among the holders of Series A Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. At the election of the holders of at least a majority of the then outstanding Series A Preferred, an Acquisition or Asset Transfer may be determined not to be considered a Liquidation Event under this Section 4(a) .

(b)          Liquidation Preference of the Series B Preferred . After the distribution or payment in full of the Series A Liquidation Amount as set forth in Section 4(a) , before any distribution or payment shall be made to the holders of any Common Stock, the holders of Series B Preferred shall be entitled to be paid, on a pari passu basis, out of the remaining assets of the Company legally available for distribution (or the consideration received in such transaction), for each share of Series B Preferred held by them, an amount per share of Series B Preferred equal to the greater of (A) the Series B Original Issue Price plus any Series B Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon, and (B) an amount that such holder would have received for such share of Series B Preferred if such share were converted into shares of Common Stock pursuant to Section 5 immediately prior to such Liquidation Event (such greater amount, the “ Series B Liquidation Amount ”). If, the remaining assets of the Company (or the consideration received in such transaction) shall be insufficient to make payment in full to all holders of Series B Preferred of the Series B Liquidation Amount, then such remaining assets (or consideration) shall be distributed among the holders of Series B Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

(c)           Effecting a Liquidation Event .

(i)        The Company shall not be permitted to effect a Liquidation Event in which the stockholders of the Company receive consideration from such Liquidation Event unless the agreement for such transaction provides that the consideration payable to the stockholders of the Company shall be allocated among the holders of capital stock of the Company in accordance with Sections 4(a) and 4(b) above.

(ii)        In the event of a Liquidation Event in which the Company receives the consideration from such Liquidation Event, if the Company does not effect a dissolution of the Company under the DGCL within 90 days after such Liquidation Event, then (A) the Company shall send a written notice to each holder of Series Preferred no later than the 90th day after the Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following Section 4(c)(ii)(B) or Section 4(c)(ii)(C) , as applicable, to require the redemption of such shares of Series Preferred, and (B) if the holders of a majority of the then outstanding shares of Series A Preferred so request and/or (C) if the holders of a majority of the then outstanding shares of Series B Preferred so request, in each case, in a written instrument delivered to the Company not later than 120 days after such Liquidation Event, the Company shall use the consideration received by the Company from such Liquidation Event available for distribution to the Company’s stockholders (net of any retained liabilities or contingencies associated with the merger or consolidation or the assets sold, as determined in good faith by the Board (including in respect of any matter pertaining to the Series A Preferred, the affirmative vote of at least one Series A Director)), together with any other assets of the Company available for distribution to its stockholders (the “ Available Proceeds ”), to the extent legally available therefor, to redeem, no later than the 150th day after such Liquidation Event, (1) all outstanding shares of Series A Preferred at a price per share equal to the Series A Liquidation Amount and/or (2) all outstanding shares of Series B Preferred at a price per share equal to the Series B Liquidation Amount, as applicable; provided, however , that (x) if the holders of a majority of the then outstanding shares of Series A Preferred elect not to have all outstanding shares of Series A Preferred redeemed pursuant to this Section 4(c)(ii) , each holder of Series A Preferred may request to have its shares of Series A Preferred so redeemed and (y) if the holders of a majority of the then outstanding shares of Series B Preferred elect not to have all outstanding shares of Series B Preferred redeemed pursuant to this Section 4(c)(ii) , each holder of Series B Preferred may request to have its shares of Series B Preferred so redeemed. Notwithstanding the foregoing, in the event of a redemption pursuant to the immediately-preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred and/or Series B Preferred, as applicable, the Company shall allocate the Available Proceeds in accordance with Sections 4(a) and 4(b) above and shall redeem the remaining shares as soon as practicable after the Company has funds legally available therefor. Prior to the distribution or redemption provided above, the Company shall not expend or dissipate the consideration received from such Liquidation Event that is to be distributed to the Company’s stockholders pursuant to this Section 4(c)(ii) .

(d)         Determination of Value if Proceeds Other than Cash . In any Acquisition or Asset Transfer, if the consideration to be received by the Company is other than cash, its value will be deemed its fair market value as determined in good faith by the Board (including in respect of any matter pertaining to the Series A Preferred, the affirmative vote of at least one Series A Director).

(e)         Allocation of Escrow . In the event of an Acquisition or Asset Transfer, if any portion of the consideration payable to the stockholders of the Company is placed into escrow and/or is payable to the stockholders of the Company subject to contingencies, the agreement for such Acquisition or Asset Transfer shall provide that (i) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “ Initial Consideration ”) shall be allocated among the holders of capital stock of the Company in accordance with Sections 4(a) and 4(b) as if the Initial Consideration were the only consideration payable in connection with such Acquisition or Asset Transfer and (ii) any additional consideration that becomes payable to the stockholders of the Company upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Company in accordance with Sections 4(a) and 4(b) after taking into account the previous payment of the Initial Consideration as part of the same transaction.

5.           Conversion Rights .

The holders of the Series Preferred shall have the following rights with respect to the conversion of the Series Preferred into shares of Common Stock (the “ Conversion Rights ”):

(a)          Optional Conversion . Commencing on January 1, 2013 (Central Time), subject to and in compliance with the provisions of this Section 5 , any shares of Series Preferred may, at the option of the holder, be converted at any time into fully-paid and nonassessable shares of Common Stock. The number of shares of Common Stock to which a holder of Series A Preferred shall be entitled upon conversion shall be the product obtained by multiplying the “Series A Preferred Conversion Rate” then in effect (determined as provided in Section 5(b) ) by the number of shares of Series A Preferred being converted. The number of shares of Common Stock to which a holder of Series B Preferred shall be entitled upon conversion shall be the product obtained by multiplying the “Series B Preferred Conversion Rate” then in effect (determined as provided in Section 5(b) ) by the number of shares of Series B Preferred being converted. In the event of a notice of redemption of any shares of Series Preferred pursuant to Section 6 hereof, the Conversion Rights of the shares designated for redemption on such date shall terminate at the close of business on the last full day preceding the date fixed for redemption, unless the applicable Redemption Price (as defined in Section 6 ) is not paid on the applicable Redemption Date (as defined in Section 6 ), in which case the Conversion Rights for such shares shall continue until the applicable Redemption Price is paid in full.

(b)          Conversion Rate . The conversion rate in effect at any time for conversion of the Series A Preferred (the “ Series A Preferred Conversion Rate ”) shall be the quotient obtained by dividing the Series A Original Issue Price, as in effect from time to time, by the “ Series A Preferred Conversion Price ”, determined as provided in Section 5(c) . The conversion rate in effect at any time for conversion of the Series B Preferred (the “ Series B Preferred Conversion Rate ”) shall be the quotient obtained by dividing the Series B Original Issue Price, as in effect from time to time, by the “ Series B Preferred Conversion Price ”, determined as provided in Section 5(c) .

(c)          Conversion Price . The conversion price for the Series A Preferred shall initially be $6.50 per share. Such initial Series A Preferred Conversion Price shall be adjusted from time to time in accordance with this Section 5 . All references to the Series A Preferred Conversion Price herein shall mean the Series A Preferred Conversion Price, as so adjusted. The conversion price for the Series B Preferred shall initially be $6.50 per share. Such initial Series B Preferred Conversion Price shall be adjusted from time to time in accordance with this Section 5 . All references to the Series B Preferred Conversion Price herein shall mean the Series B Preferred Conversion Price, as so adjusted.

(d)           Mechanics of Series Preferred Conversion . Each holder of Series Preferred who desires to convert such holder’s shares into shares of Common Stock pursuant to this Section 5 shall surrender the certificate or certificates therefor, duly endorsed, or an affidavit of loss, at the office of the Company or any transfer agent for the Series Preferred, and shall give written notice to the Company at such office that such holder elects to convert the same. Such notice shall state the number of shares of Series Preferred being converted. Thereupon, the Company shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s fair market value determined in good faith by the Board as of the date of such conversion (including in respect of any matter pertaining to the Series A Preferred, the affirmative vote of at least one Series A Director)), any Series Preferred Accruing Dividends accrued but unpaid on the shares of Series Preferred being converted, whether or not declared, together with any other dividends declared but unpaid on the shares of Series Preferred being converted, and (ii) in cash (at the Common Stock’s fair market value determined in good faith by the Board as of the date of conversion (including in respect of any matter pertaining to the Series A Preferred, the affirmative vote of at least one Series A Director)) the value of any fractional share of Common Stock otherwise issuable to any holder of Series Preferred. Such conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Series Preferred to be converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.

(e)           Adjustment for Stock Splits and Combinations . If at any time or from time to time after the Series A Original Issue Date the Company effects a split or subdivision of the outstanding Common Stock without a corresponding split or subdivision of the Series Preferred, the Series A Preferred Conversion Price and the Series B Preferred Conversion Price in effect immediately before that split or subdivision shall be proportionately decreased. Conversely, if at any time or from time to time after the Series A Original Issue Date the Company combines the outstanding shares of Common Stock into a smaller number of shares without a corresponding combination of the Series Preferred, the Series A Preferred Conversion Price and the Series B Preferred Conversion Price in effect immediately before the combination shall be proportionately increased. Any adjustment under this Section 5(e) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(f)           Adjustment for Common Stock Dividends and Distributions . If at any time or from time to time after the Series A Original Issue Date the Company pays to holders of Common Stock a dividend or other distribution payable in additional shares of Common Stock without a corresponding dividend or other distribution to holders of Series Preferred on an as-if converted to Common Stock basis, the Series A Preferred Conversion Price and the Series B Preferred Conversion Price that is then in effect shall be decreased as of the time of such issuance, as provided below:

(i)        the Series A Preferred Conversion Price and the Series B Preferred Conversion Price shall be adjusted by multiplying the Series A Preferred Conversion Price and the Series B Preferred Conversion Price, as applicable, then in effect by a fraction:

(A)        the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance, and

(B)        the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance plus the number of shares of Common Stock issued or issuable (including shares of Common Stock issued or issuable upon exercise of any securities convertible into, or exchangeable for, shares of Common Stock) in payment of such dividend or distribution.

(ii)        if the Company fixes a record date to determine which holders of Common Stock are entitled to receive such dividend or other distribution, the Series A Preferred Conversion Price and the Series B Preferred Conversion Price shall be adjusted according to Section 5(f)(i) above as of the close of business on such record date and the number of shares of Common Stock shall be calculated immediately prior to the close of business on such record date as if such dividend or distribution had been paid or made in full on such record date; and

(iii)        if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Preferred Conversion Price and the Series B Preferred Conversion Price shall be recomputed accordingly as of the close of business on such record date and, thereafter, the Series A Preferred Conversion Price and the Series B Preferred Conversion Price shall be adjusted pursuant to this Section 5(f) to reflect the actual payment of such dividend or distribution.

(g)           Adjustment for Reclassification, Exchange, Substitution, Reorganization, Merger or Consolidation . If at any time or from time to time after the Series A Original Issue Date, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification, merger, consolidation or otherwise (other than an Acquisition or an Asset Transfer), by a subdivision or combination of shares, by a stock dividend or otherwise, in any such event, upon conversion, each holder of Series Preferred shall have the right to convert such stock into the kind and amount of stock and other securities and property receivable upon such event by holders of the maximum number of shares of Common Stock into which such shares of Series Preferred would be convertible immediately prior to such event (assuming for such purpose with respect to the period prior to January 1, 2013 (Central Time), that the Series Preferred were convertible at such time), all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of Series Preferred after such event to the end that the provisions of this Section 5 (including adjustment of the Series A Preferred Conversion Price and the Series B Preferred Conversion Price then in effect and the number of shares issuable upon conversion of the applicable Series Preferred) shall be applicable after that event and be as nearly equivalent as practicable. As a condition to any such recapitalization, reclassification, merger, consolidation or other transaction contemplated above, the Company shall reserve a sufficient number of the shares or securities, or a sufficient amount of the property, received or to be received to allow for the conversion of all outstanding shares of Series Preferred in accordance with this Section 5(g) .

(h)         Other Distributions . Subject to the terms of Section 2 , in the event the Company shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights not referred to in this Section 5 , then, in each such case for the purpose of this Section 5 , the holders of Series Preferred shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Company into which their shares of Series Preferred then are convertible (if any) as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.

(i)         Certificate of Adjustment . In each case of an adjustment or readjustment under Sections 5(e) , 5(f) , 5(g) or otherwise hereunder, of the Series A Preferred Conversion Price, the Series B Preferred Conversion Price or the number of shares of Common Stock or other securities or property issuable upon conversion of such Series Preferred, the Company, at its expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of Series A Preferred Stock or Series B Preferred Stock, as the case may be, at the holder’s address as shown in the Company’s books.

(j)         Notices of Record Date . Upon (i) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution or (ii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any Acquisition or other merger or consolidation of the Company with or into any other corporation, any Asset Transfer or any other Liquidation Event, the Company shall mail to each holder of Series Preferred Stock at least ten days prior to (x) the record date, if any, specified therein, or (y) if no record date is specified, the date upon which such action is to take effect (or, in either case, such shorter period approved by the holders of at least a majority of the then outstanding Series Preferred, determined on an as-converted basis) a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such reorganization, recapitalization, reclassification, transfer, consolidation, Acquisition, merger, Asset Transfer, Liquidation Event, dissolution, liquidation or winding up is expected to become effective and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such reorganization, recapitalization, reclassification, transfer, consolidation, Acquisition, merger, Asset Transfer, Liquidation Event, dissolution, liquidation or winding up.

(k)           Automatic Conversion .

(i)        Each share of Series Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Price or Series B Preferred Conversion Price, as applicable, on the date immediately following the last day in a period in which the average of the closing prices of the Common Stock for 30 consecutive trading days was equal to at least $7.50 per share. For this purpose, t he closing price for each day shall be (A) the closing price on the principal national securities exchange on which the Common Stock is listed or admitted to trading or (B) if not listed or admitted to trading on any national securities exchange, the closing sale price for each day reported by Nasdaq, if the Common Stock is traded over-the-counter and quoted in by Nasdaq or some other public market system, or, if the Common Stock is so traded but not quoted, the average of the closing reported bid and ask prices of the Common Stock as reported by Nasdaq or some other public market system.

(ii)        Commencing on January 1, 2013 (Central Time), each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock, based on the then-effective Series A Preferred Conversion Price, at any time, upon the affirmative election of the holders of at least a majority of the then outstanding shares of the Series A Preferred.

(iii)        Commencing on January 1, 2013 (Central Time), each share of Series B Preferred Stock shall automatically be converted into shares of Common Stock, based on the then-effective Series B Preferred Conversion Price, at any time, upon the affirmative election of the holders of at least a majority of the then outstanding shares of the Series B Preferred.

(iv)        Upon the occurrence of any of the events specified in Sections 5(k)(i) , 5(k)(ii) or 5(k)(iii) , the outstanding shares of the applicable Series Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent and the holder thereof shall have all rights with respect to the Common Stock to be received regardless of the timing of the delivery of new stock certificates; provided, however , that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of Series Preferred, the holders of the applicable Series Preferred shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series Preferred. Thereupon, there shall be issued and delivered to each such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of such Series Preferred surrendered were convertible on the date on which such automatic conversion occurred, and any accrued and unpaid dividends shall be paid in accordance with the provisions of Section 5(d) .

(l)         Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of any Series Preferred. All shares of Common Stock (including fractions thereof) issuable in connection with the conversion of shares of Series Preferred by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the Company shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the Common Stock’s fair market value, as applicable (as determined in good faith by the Board (including in respect of any matter pertaining to the Series A Preferred, the affirmative vote of at least one Series A Director)), on the date of conversion.

(m)         Reservation of Stock Issuable upon Conversion . The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series Preferred. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series Preferred, the Company will take such corporate action (within its control) as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(n)         Notices . Any notice required by the provisions of this Section 5 shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day; (iii) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Company.

(o)         Payment of Taxes . The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of shares of Common Stock upon conversion of shares of Series Preferred, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series Preferred so converted were registered.

6.             Redemption Rights .

(a)         Redemption Right . At any time after the Series A Original Issue Date, the Company may redeem all or any portion of the then outstanding shares of Series A Preferred Stock, on a pari passu basis, for a redemption price amount per share of Series A Preferred equal to the Series A Original Issue Price plus any Series A Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. At any time after the Series B Original Issue Date and after the time at which no shares of Series A Preferred are outstanding, the Company may redeem all or any portion of the then outstanding shares of Series B Preferred Stock, on a pari passu basis, for a redemption price amount per share of Series B Preferred equal to the Series B Original Issue Price plus any Series B Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. The total amount to be paid for the shares of the series of Series Preferred to be redeemed is hereinafter referred to as the “ Redemption Price ”. The date the Company determines to redeem any shares of Series Preferred is referred to herein as the “ Redemption Date ”.

(b)           Redemption Notice . At least 20 days prior to the Redemption Date, the Company shall send a written notice (the “ Redemption Notice ”) to all the holders of the shares of the series of Series Preferred being redeemed, and such Redemption Notice shall be mailed, postage prepaid, to each such holder of record, at its post office address last shown on the records of the Company, or given by electronic communication in compliance with the provisions of the DGCL and the Bylaws. Each Redemption Notice shall state:

(i)          the number of shares of Series Preferred held by the holder that the Company intends to redeem on the Redemption Date specified in the Redemption Notice;

(ii)         the Redemption Date and the Redemption Price;

(iii)        the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Section 5(a) );

(iv)        the place at which such holders may obtain payment of the applicable Redemption Price upon surrender of their share certificates; and

(v)         that the holder is to surrender to the Company, in the manner and at the place designated, such holder’s certificate or certificates representing the shares of Series Preferred that will be redeemed.

(c)           Surrender of Certificates; Payment . On or after the Redemption Date, unless such holder has exercised such holder’s right to convert such shares as provided in Section 5 , each holder of shares of Series Preferred Stock to be redeemed on the applicable Redemption Date, shall surrender the certificate or certificates representing such shares to the Company in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be canceled and retired. In the event that the holder has lost any such certificate, prior to any payment by the Company in accordance with this Section 6(c) , such holder shall first deliver to the Company an affidavit of loss and a written agreement reasonably acceptable to the Company to indemnify the Company from any loss, damage, cost or expense incurred by the Company arising out of or relating to such lost certificate.

(d)          Rights Subsequent to Redemption . If the Redemption Notice shall have been duly given, and if on the Redemption Date, the Redemption Price that is payable upon redemption of the shares of the Series Preferred to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor, then notwithstanding that the certificates evidencing any of the shares of Series Preferred Stock so called for redemption shall not have been surrendered, all rights with respect to such shares shall forthwith after the applicable Redemption Date terminate, except only the right of the holders to receive the applicable portion of the Redemption Price without interest upon surrender of their certificate or certificates therefor; provided that in the event that any shares of Series Preferred Stock are not redeemed due to a default in payment by the Company or because the Company does not have sufficient legally available funds, such shares of Series Preferred shall remain outstanding and shall be entitled to all of the rights and preferences provided herein until redeemed.

(e)         Redemption Fund . On or prior to the Redemption Date, the Company shall deposit the applicable Redemption Price of all shares to be redeemed with a bank or trust company having aggregate capital and surplus in excess of $500,000,000, as a trust fund, with irrevocable instructions and authority to the bank or trust company to pay, on and after the Redemption Date, the Redemption Price of the shares to their respective holders upon the surrender of their share certificates. Any moneys deposited by the Company pursuant to this Section 6(e) for the redemption of shares thereafter converted into shares of Common Stock pursuant to Section 5 hereof no later than the Redemption Date shall be returned to the Company forthwith upon such conversion. The balance of any funds deposited by the Company pursuant to this Section 6(e) remaining unclaimed at the expiration of one year following the Redemption Date shall be returned to the Company promptly upon its written request.

7.             No Reissuance of Series Preferred as Series Preferred . Any shares of Series Preferred that are redeemed or otherwise acquired by the Company or any of its Subsidiaries by reason of any purchase, any conversion or otherwise shall not be reissued, sold or transferred as shares of Series Preferred, but instead shall be retired and, upon the effectiveness of any necessary filings in the State of Delaware, shall resume the status of the undesignated shares of the class of Preferred Stock that they had prior to their designation as Series Preferred. Neither the Company nor any of its Subsidiaries may exercise any voting or other rights granted to the holders of Series Preferred following any such redemption or other acquisition.

8.             Waiver . Any of the rights, powers, preferences and other terms of the Series A Preferred Stock set forth herein may be waived on behalf of all holders of Series A Preferred by the affirmative approval, given in writing, or vote, of the holders of at least a majority of the then outstanding shares of Series A Preferred. Any of the rights, powers, preferences and other terms of the Series B Preferred Stock set forth herein may be waived on behalf of all holders of Series B Preferred by the affirmative approval, given in writing, or vote, of the holders of at least a majority of the then outstanding shares of Series B Preferred.

9.             Definitions . As used herein, the following terms shall have the following meanings:

“ Acquisition ” means (i) any consolidation, share exchange or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, share exchange, merger or reorganization own less than fifty percent (50%) of the voting power of the surviving or successor entity (or in the event stock or ownership interests of an affiliated entity are issued in such transaction, less than fifty percent (50%) of the voting power of such affiliated entity) immediately after such consolidation, share exchange, merger or reorganization; or (ii) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s outstanding voting power is transferred.

“ Affiliate ” means, with respect to the Company, any person who, directly or indirectly, controls, is controlled by or is under common control with, the Company, including, without limitation, any officer, director or stockholder of the Company.

“ Asset Transfer ” means a sale, lease, conveyance, exclusive license or other disposition of all, substantially all or a material portion of the assets of the Company.

“ Board ” means the Board of Directors of the Company.

“ Bylaws ” means the Bylaws of the Company, as the same may have been amended, restated, supplemented or otherwise modified from time to time.

“ Certificate of Incorporation ” means the Certificate of Incorporation of the Company, as the same may have been amended, restated, supplemented or otherwise modified from time to time.

“ DGCL ” means the Delaware General Corporation Law.

“ Series A Director ” means a member of the Board elected by the holders of Series A Preferred pursuant to Sections 3(f)(i) or (ii) .

“ Series A Original Issue Date ” means the date of issuance of the first share of Series A Preferred Stock.

“ Series A Original Issue Price ” means $100.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred.

“ Series B Original Issue Date ” means the date of issuance of the first share of Series B Preferred Stock.

“ Series B Original Issue Price ” means $100.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred.

“ Series Preferred ” means, collectively, the Series A Preferred and the Series B Preferred.

“ Series Preferred Accruing Dividends ” means, collectively, the Series A Accruing Dividends and the Series B Accruing Dividends.

“ Subsidiary ” and “ Subsidiaries ” of the Company means any person of which at least a majority of the securities or other interests, having by their terms ordinary voting power to elect a majority of the board of directors of such other person (or others performing similar functions with respect to such other person), is directly or indirectly owned or controlled by the Company or by any one or more of the Company’s Subsidiaries.

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed on this 1st day of March, 2012, by its President.