REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ____________, 2008, between International Energy, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Subscriber” and, collectively, the “Subscribers”).
Exhibit 10.1 Management Agreement MANAGEMENT AGREEMENT e.Deal.net 1628 West 1st, Suite 214 Vancouver, B.C. V6J-1G1 AND Herdev S.Rayat 1025 Augusta Ave Burnaby, B.C. V5A-1K3 This management agreement is made in two original copies between (1)...Management Agreement • March 26th, 2001 • E Deal Net Inc • Services-business services, nec
SERIES B COMMON STOCK PURCHASE WARRANT INTERNATIONAL ENERGY, INC.International Energy, Inc. • June 23rd, 2008 • Services-business services, nec
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the second year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from International Energy, Inc., a Nevada corporation (the “Company”), up to __________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of __________, 2009, by and between Mesa Energy Holdings, Inc. (formerly Mesquite Mining, Inc.), a Delaware corporation (the “Company”), and the subscribers set forth on the signature pages affixed hereto (the “Subscribers”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
This SPLIT-OFF AGREEMENT, dated as of August 31, 2009 (this “Agreement”), is entered into by and among Mesa Energy Holdings, Inc., a Delaware corporation (“Seller”), Mesquite Mining Group, Inc., a Delaware corporation (“Split-Off Subsidiary”) and Beverly Frederick (“Buyer”).
NDB ENERGY, INC. FORM OF SERIES C WARRANTArmada Oil, Inc. • December 11th, 2012 • Crude petroleum & natural gas • Nevada
This Warrant is being delivered pursuant to the terms and conditions of that certain Share Exchange Agreement (the “SEA”) date March <>, 2012 by and among the Company, Armada Oil, Inc. (“Armada”), the Holder and the other signatories thereto, in exchange for the Armada Series B Stock Purchase Warrants owned by the Holder and exchanged and cancelled in accordance with the terms of the SEA.
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • October 24th, 2008 • International Energy, Inc. • Services-business services, nec • Nevada
THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date set forth below, by and between International Energy, Inc., a Nevada corporation (the “Company”), and the following Director of the Company (“Optionee”):
ContractNonstatutory Stock Option Agreement • August 14th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • Nevada
THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of [ ] (the “Effective Date”), by and between Armada Oil, Inc., a Nevada corporation (the “Company”), and [ ] (“Recipient”):
FORM OF WARRANTArmada Oil, Inc. • December 11th, 2012 • Crude petroleum & natural gas
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [·] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [·] (the “Initial Exercise Date”) and on or prior to the close of business on [·] (the “Termination Date”) but not thereafter, to subscribe for and purchase from NDB Energy, Inc., a Nevada corporation (the “Company”)1, up to[·] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Prosperity Bank UNLIMITED GUARANTYUnlimited Guaranty • April 16th, 2014 • Armada Oil, Inc. • Crude petroleum & natural gas • Texas
This Unlimited Guaranty (this “Guaranty”) is entered into effective April 10, 2014 by Armada Midcontinent, LLC, an Oklahoma limited liability company (“Guarantor”), for the benefit of Prosperity Bank, a Texas banking association, successor by merger to The F&M Bank & Trust Company (“Lender”) for itself and as Collateral Agent under the Intercreditor Agreement (as defined below). For valuable consideration, Guarantor absolutely and unconditionally guarantees and promises to pay to Lender or its order, in legal tender of the United States of America, the Obligations (as defined below) of Mesa Energy, Inc. (“Borrower”) to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing.
International Energy, Inc. Suite 216 – 1628 West 1st Avenue Vancouver, BC V6J 1G1International Energy, Inc. • December 31st, 2008 • Services-business services, nec • New York
SECURITY AGREEMENTSecurity Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • Texas
This Security Agreement is entered into effective July 22, 2011, by Tchefuncte Natural Resources, LLC (“Grantor”), a Louisiana limited liability company, for the benefit of The F&M Bank & Trust Company (“Lender”). For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Obligations (as defined below) and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.
International Energy, Inc.International Energy, Inc. • November 9th, 2010 • Services-business services, nec • New York
This letter sets forth the terms and conditions of your Contract Interim Executive-Services Agreement (the "Agreement") with International Energy, Inc. (the "Company").
ContractSubscription Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • Nevada
THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER, OR AN EXEMPTION FROM, THE PROSPECTUS AND REGISTRATION REQUIREMENTS O THE 1933 ACT, OR (B) IN CANADA OR TO RESIDENTS OF CANADA EXCEPT PURSUANT TO PROSPECTUS EXEMPTIONS UNDER THE APPLICABLE PROVINCIAL SECURITIES LAWS AND REGULATIONS OR PURSUANT TO AN EXEMPTION ORDER MADE BY THE APPROPRIATE PROVINCIAL SECURITIES REGULATOR(S), IN EACH CASE AS EVIDENCED BY AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 31st, 2014 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of March 28, 2013 (this “Agreement”), is entered into by and between Mesa Energy Holdings, Inc., a Delaware corporation (“Assignor”), and Mesa Energy, Inc., a Nevada corporation (“Assignee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 25th, 2013 • Armada Oil, Inc. • Crude petroleum & natural gas • Nevada
This Executive Employment Agreement (this “Agreement”) is made as of April 1, 2013 (the “Effective Date”) between ARMADA OIL, INC., a Nevada corporation (the “Company”) having its principal offices at 5220 Spring Valley Road, Suite 615, Dallas, Texas, and RANDY M. GRIFFIN (the “Executive”), an individual residing at ______________________________.
Voting AgreementVoting Agreement • November 20th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
Voting Agreement (this “Agreement”), dated as of November 14, 2012, between the undersigned stockholder (“Stockholder”) of Mesa Energy Holdings, Inc., a Delaware corporation (“Mesa”), and Armada Oil, Inc., a Nevada corporation (“Armada”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • Texas
This Pledge and Security Agreement (“Agreement”) is made as of the 22nd day of July, 2011, by Mesa Energy, Inc., a Nevada corporation (“Pledgor”), in favor of The F&M Bank & Trust Company, an Oklahoma state bank (“Lender”), as security for the Indebtedness of Pledgor to Lender. Pledgor hereby agrees with Lender as follows:
SECURITY AGREEMENTSecurity Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
The F&M Bank & Trust Company Dallas, Texas 75219Armada Oil, Inc. • December 11th, 2012 • Crude petroleum & natural gas • Texas
This letter sets forth the Loan Agreement (this “Loan Agreement”) among Mesa Energy, Inc., a Nevada corporation (“Borrower”); Mesa Energy Holdings, Inc., a Delaware corporation, Tchefuncte Natural Resources, LLC (“TNR”), a Louisiana limited liability company, and Mesa Gulf Coast, LLC (“MGC”), a Texas limited liability company (collectively, “Guarantors”); and The F&M Bank & Trust Company (“Lender”), an Oklahoma state bank, with respect to loans from Lender to Borrower and obligations of Borrower to Lender.
RESEARCH AGREEMENTResearch Agreement • June 23rd, 2008 • International Energy, Inc. • Services-business services, nec • California
THIS AGREEMENT, effective as of September 17, 2007 (“Effective Date”), is made and entered into by and between INTERNATIONAL ENERY CORPORATION, having an address at Suite 216 - 1628 West 1st Avenue, Vancouver, British Columbia, V6J 1G1, Canada ("Sponsor") and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California Corporation, acting through its Industry Alliances Office at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 950, Berkeley, CA 94704-6701 (“California”).
Amendment To Membership Interest Purchase AgreementMembership Interest Purchase Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas
This document shall serve as an Amendment to that certain Membership Interest Purchase Agreement dated June 1, 2011 by and between Mesa Energy Holdings, Inc., a corporation existing under the laws of Delaware (the “Parent”), Mesa Energy, Inc., a corporation existing under the laws of Nevada (the “Purchaser”), Tchefuncte Natural Resources, LLC, a Louisiana limited liability company (the “Company”), and the members of the Company listed on the signature pages hereof (collectively the “Sellers. The following amendment shall be effective upon execution of this document:
Share Exchange AgreementShare Exchange Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated March 21, 2012, is entered into by and among NDB Energy, Inc., a Nevada corporation (the “Company”), Armada Oil Inc., a Nevada corporation (“Armada”) and the persons listed on Exhibit A annexed hereto, representing the holders of all of the issued and outstanding securities of Armada (the “Armada Stockholders”).
AT-WILL EMPLOYMENT AGREEMENTAt-Will Employment Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • California
THIS AT-WILL EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between NDB Energy, Inc. (the “Company”), a corporation organized under the laws of the State of Nevada and Rhonda B. Rosen (the “Executive”), an individual residing in the State of New Jersey, dated as of the 1st day of May, 2012 (each a “Party” and, collectively the “Parties”).
ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF NOVEMBER 14, 2012 AMONG ARMADA OIL, INC., MESA ENERGY HOLDINGS, INC. AND MESA ENERGY, INC. ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATIONAsset Purchase Agreement and Plan of Reorganization • November 20th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION, dated as of November 14, 2012 (this “Agreement”), among Armada Oil, Inc., a corporation organized under the laws of the State of Nevada (“Armada”), Mesa Energy Holdings, Inc., a corporation organized under the laws of the State of Delaware (“Mesa”) and Mesa Energy, Inc., a corporation organized under the laws of the State of Nevada and a direct wholly-owned subsidiary of Mesa (“Mesa Sub”). Each of Armada, Mesa and Mesa Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
International Energy, Inc.International Energy, Inc. • December 31st, 2008 • Services-business services, nec • New York
You shall be employed by the Company as its President and Chief Executive Officer; in performance of your duties, you shall be subject to the direction of, and be reporting directly to, the Company's Board of Directors (the "Board"); provided that, if requested by the Board, you will immediately resign as an officer of the Company. You shall be available to travel as the needs of the business require. You agree to devote your full business time, energy and skill to the duties assigned to you by the Board.
Armada Oil, Inc. 10777 Westheimer Road, Suite 1100 Houston, Texas 77042 Telephone: (800) 676-1006Employment Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
This Employment Agreement (the “Agreement”) is made and entered as of October 11, 2012, by and between Armada Oil, Inc. (the “Company”), a Nevada corporation, having an office located at 10777 Westheimer Road, Suite 1100, Houston, Texas 77042, and James J. Cerna, Jr. (the “Executive”), a resident of the State of California.
SEISMIC AND FARMOUT OPTION CONTRACT Carbon County, WYSeismic and Farmout Option Contract • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • Colorado
THIS SEISMIC AND FARMOUT OPTION CONTRACT (this “Contract”) is entered into effective on October 22, 2012, between Anadarko E & P Company LP and Anadarko Land Corp. (collectively referred to as "Anadarko"), with an office in Denver, Colorado, hereinafter sometimes referred to as "Farmor", and Armada Oil, Inc., with an office in Houston, TX, hereinafter sometimes referred to as "Operator".
FORM OF WARRANTArmada Oil, Inc. • November 13th, 2012 • Crude petroleum & natural gas
THIS SERIES D COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [·] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [·] (the “Initial Exercise Date”) and on or prior to the close of business on [·] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Armada Oil, Inc., a Nevada corporation (the “Company”)1, up to[·] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXCHANGE AGREEMENTExchange Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
This EXCHANGE AGREEMENT (the “Agreement”) made and entered effective as of June 16, 2011, by and between Mesa Energy Holdings, Inc., a Delaware corporation (the “Company”) and Whalehaven Capital Fund Ltd., a Bermuda Corporation (“Whalehaven”).
Palladium Capital Advisors, LLC New York, New York 10169 Tel (646) 485-7297 Fax (646) 390-6328 Email jp@palladiumcapital.comArmada Oil, Inc. • December 11th, 2012 • Crude petroleum & natural gas • New York
This will confirm the understanding and agreement (the “Agreement”) between PALLADIUM CAPITAL ADVISORS, LLC, a Delaware limited liability company (“Palladium”), and INTERNATIONAL ENERGY, INC., a Nevada corporation (the “Company”), as follows:
AGREEMENT FOR PURCHASE AND SALEAgreement for Purchase and Sale • March 20th, 2014 • Armada Oil, Inc. • Crude petroleum & natural gas • Kansas
This Agreement is entered into this 13th day of March, 2014, by and between PIQUA PETRO, INC., a Kansas corporation, (“Seller”) and ARMADA MIDCONTINENT, LLC, or its assigns (“Buyer”).
AT-WILL EMPLOYMENT AGREEMENTAt-Will Employment Agreement • August 4th, 2011 • NDB Energy, Inc. • Services-business services, nec • California
THIS AT-WILL EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between NDB Energy, Inc. (the “Company”) and James J. Cerna, Jr. (the “Executive”), dated as of the 29th day of July, 2011 (each a “Party” and, collectively the “Parties”).
January 10, 2013 Armada Oil Inc. 10777 Westheimer Rd. Suite 1100 Houston, TX 77042Armada Oil, Inc. • February 21st, 2013 • Crude petroleum & natural gas
RE: Amendment and Extension Purchase and Option Agreeent Bear Creek Prospect & Overland Trail Prospect Carbon County, Wyoming
Prosperity Bank MORTGAGE AND SECURITY AGREEMENT (Oil and Gas)Mortgage and Security Agreement • April 16th, 2014 • Armada Oil, Inc. • Crude petroleum & natural gas • Texas
The undersigned, Armada Midcontinent, LLC (“Mortgagor”), an Oklahoma limited liability company, having a place of business at 5220 Spring Valley Road., Ste. 615, Dallas, Dallas County, Texas 75254, and Prosperity Bank, a Texas banking association, successor by merger to The F&M Bank & Trust Company (“Lender”), having a place of business at 3811 Turtle Creek Blvd., Suite 1700, Dallas, Dallas County, Texas 75219, agree as follows:
