PREMISESEmployment Agreement • November 19th, 2003 • American Oil & Gas Inc • Crude petroleum & natural gas • Colorado
EXHIBIT 10 (vii) EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into as of this 21st day of April, 2005 by and between American Oil & Gas, Inc., a Nevada corporation (the "Company"), and Kendell V. Tholstrom ("Employee")...Employment Agreement • April 27th, 2005 • American Oil & Gas Inc • Crude petroleum & natural gas • Colorado
EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2010 • American Oil & Gas Inc • Crude petroleum & natural gas • Colorado
This Employment Agreement (the “Agreement”) is entered into by and between American Oil & Gas Inc., a Nevada corporation (the “Company”), and Andrew P. Calerich (“Employee”) on June 17, 2010. Employee and Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”
9,000,000 Shares Common Stock ($0.001 par value per share) AMERICAN OIL & GAS INC. PLACEMENT AGENCY AGREEMENTAgency Agreement • December 18th, 2009 • American Oil & Gas Inc • Crude petroleum & natural gas • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2010 • American Oil & Gas Inc • Crude petroleum & natural gas
This Amendment to Employment Agreement (this “Amendment”) is made and entered into as of June 17, 2010, by and among American Oil & Gas Inc. a Nevada corporation (the “Company”) and Peter Loeffler (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2010 • American Oil & Gas Inc • Crude petroleum & natural gas • Colorado
This Employment Agreement (the “Agreement”) is entered into as of this 21st day of June, 2010, by and between American Oil & Gas Inc., a Nevada corporation (the “Company”), and Don E. Schroeder (“Employee”) to be effective commencing June 21, 2010 (the “Effective Date”). Employee and Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”
PURCHASE AND SALE AGREEMENT (Richland County, Montana)Purchase and Sale Agreement • April 11th, 2007 • American Oil & Gas Inc • Crude petroleum & natural gas • Montana
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this ..... day of March, 2006, by and between American Oil & Gas, Inc. (“American”), a Nevada corporation whose address is 1050 Seventeenth Street, Suite 1850, Denver, Colorado 80265, and Enerplus Resources (USA) Corporation (“Enerplus”), a Delaware corporation whose address is 1700 Lincoln Street, Suite 1300, Denver, Colorado 80203. American and Enerplus may be referred to individually as a “Party” or collectively as the “Parties.”
MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION FROM AMERICAN OIL & GAS INC. TO HESS CORPORATION DATED EFFECTIVE AS OF AUGUST 27, 2010Mortgage, Security Agreement • August 30th, 2010 • American Oil & Gas Inc • Crude petroleum & natural gas
This instrument is a mortgage of both real and personal property and is, among other things, a security agreement under the Uniform Commercial Code and a financing statement under the Uniform Commercial Code. This instrument creates a lien on rights in or relating to the lands of the Mortgagor which are described in Exhibit A hereto.
AMERICAN OIL & GAS, INC.Stock Option Agreement • June 19th, 2007 • American Oil & Gas Inc • Crude petroleum & natural gas • Nevada
American Oil & Gas, Inc. (the “Company”), pursuant to its 2006 Stock Incentive Plan (the “Plan”), hereby grants to Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Common Stock set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 15th, 2010 • American Oil & Gas Inc • Crude petroleum & natural gas • New York
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 11, 2010, by and among AMERICAN OIL & GAS INC., a Nevada corporation (the “Borrower”) and HESS CORPORATION, in its capacity as lender under the Credit Agreement referred to below (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement
AMERICAN OIL & GAS, INC.Stock Incentive Plan • April 5th, 2007 • American Oil & Gas Inc • Crude petroleum & natural gas • Nevada
American Oil & Gas, Inc. (the “Company”), pursuant to its 2006 Stock Incentive Plan (the “Plan”), hereby grants to Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Common Stock set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.
Consulting AgreementConsulting Agreement • December 22nd, 2006 • American Oil & Gas Inc • Crude petroleum & natural gas • Colorado
This letter when signed below shall constitute a contract between American Oil & Gas, Inc. (“AOG”) and Feagans Consulting, Inc. (“FCI”) whereby the two parties have agreed that, subject to the other terms and conditions of this contract, FCI shall provide consulting services to AOG for the 18 month period from January 1, 2006 through June 30, 2007 (the “Consulting Period”). As compensation for providing these consulting services, FCI shall receive from AOG the following: 1) $4,000.00 per month payable on a monthly basis during the Consulting Period (the “Cash Compensation”); and 2) a total of 27,000 shares of AOG common stock, (the “Shares”) with 1,500 of the Shares earned as of the last day of each month during the Consulting Period (the “Share Compensation”). AOG will issue a stock certificate in FCI’s name for the aggregate of the Share Compensation to be earned by FCI in accordance with the terms of this contract (27,000 shares) as soon as practical after January 1, 2006. AOG will
ASSET SALE AGREEMENT between AMERICAN OIL & GAS INC., a Nevada corporation and NORTH FINN LIMITED LIABILITY COMPANY a Wyoming limited liability company (the “Sellers”) and CHESAPEAKE AEZ EXPLORATION, L.L.C. (the “Buyer”) March 19, 2010Asset Sale Agreement • June 11th, 2010 • American Oil & Gas Inc • Crude petroleum & natural gas • Wyoming
THIS ASSET SALE AGREEMENT (this “Agreement”) is entered the 19th day of March, 2010, between AMERICAN OIL & GAS INC., a Nevada corporation, whose address is 1050 17th Street, Suite 2400, Denver, CO 80265, and NORTH FINN LIMITED LIABILITY COMPANY, a Wyoming limited liability company, whose address is 950 Stafford, Casper, WY 82609 (each a “Seller” and collectively, the “Sellers”), and CHESAPEAKE AEZ EXPLORATION, L.L.C., an Oklahoma limited liability company, whose address is 6100 North Western Avenue, Oklahoma City, OK 73118 (the “Buyer”).
RECITALSAgreement and Plan of Merger • April 27th, 2005 • American Oil & Gas Inc • Crude petroleum & natural gas • Colorado
PARTICIPATION AGREEMENTParticipation Agreement • April 6th, 2006 • American Oil & Gas Inc • Crude petroleum & natural gas • Colorado
This Participation Agreement (this “Agreement”) is entered into effective as of August 1, 2005 (the “Effective Date”), by and between North Finn LLC, a Wyoming limited liability company (“North Finn”), with a mailing address of 950 Stafford, Casper, Wyoming 82609-3205, and American Oil & Gas, Inc., a Nevada corporation (“AOG”), with a mailing address of 1050 – 17th Street, Suite 1850, Denver, Colorado 80265. North Finn and AOG may be referred to individually herein as a “Party” and collectively as the “Parties”.
Registration Rights AgreementRegistration Rights Agreement • September 6th, 2006 • American Oil & Gas Inc • Crude petroleum & natural gas • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of September 1, 2006, by and among American Oil & Gas, Inc., a Nevada corporation (the “Company”), and the investors listed on the signature pages to this Agreement (the “Stockholders”).
PROMISSORY NOTE AND SECURITY AGREEMENTPromissory Note and Security Agreement • March 17th, 2008 • American Oil & Gas Inc • Crude petroleum & natural gas • New York
This PROMISSORY NOTE AND SECURITY AGREEMENT (this “Agreement”) is entered into as of this 14th day of March, 2008 between American Oil & Gas, Inc., a Nevada corporation ( the “Borrower”), and Jefferies Group, Inc., a Delaware corporation (the “Lender”).
American Oil & Gas inc. as Issuer, and as Trustee Form of Indenture Dated as of Subordinated Debt SecuritiesIndenture • April 15th, 2010 • American Oil & Gas Inc • Crude petroleum & natural gas
INDENTURE dated as of ______, between American Oil & Gas Inc., a Nevada corporation (the “Company”) and [______], a [______] banking corporation, as trustee (the “Trustee”).
SECURITY AGREEMENTSecurity Agreement • August 30th, 2010 • American Oil & Gas Inc • Crude petroleum & natural gas • New York
This SECURITY AGREEMENT (this “Agreement”) is dated as of August 27, 2010 and entered into by and among AMERICAN OIL & GAS INC., a Nevada corporation (“Company”), and each ADDITIONAL GRANTOR that may become a party hereto after the date hereof in accordance with Section 21 hereof (each of Company, and each Additional Grantor being a “Grantor” and collectively the “Grantors”) and HESS CORPORATION, as Lender (“Lender”, and in such capacity herein called “Secured Party”).
VOTING AND LOCKUP AGREEMENTVoting and Lockup Agreement • July 29th, 2010 • American Oil & Gas Inc • Crude petroleum & natural gas • New York
VOTING AND LOCKUP AGREEMENT, dated as of July 27, 2010 (this “Agreement”), by and between Hess Corporation, a Delaware corporation (“Parent”), and (“Stockholder”), a stockholder of American Oil & Gas Inc., a Nevada corporation (the “Company”).
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 17th, 2010 • American Oil & Gas Inc • Crude petroleum & natural gas • New York
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 11, 2010, by and among AMERICAN OIL & GAS INC., a Nevada corporation (the “Borrower”) and HESS CORPORATION, in its capacity as lender under the Credit Agreement referred to below (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
AMERICAN OIL & GAS, INC. STOCK OPTION AGREEMENT (Incentive Stock Option)Stock Option Agreement • August 31st, 2006 • American Oil & Gas Inc • Crude petroleum & natural gas • Nevada
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of June, 2006, by and between American Oil & Gas, Inc., a Nevada corporation (the “Company”), and Joseph B. Feiten (the “Optionee”).
CREDIT AGREEMENT Dated as of August 27, 2010 between AMERICAN OIL & GAS INC. and HESS CORPORATIONCredit Agreement • August 30th, 2010 • American Oil & Gas Inc • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 27, 2010, by and between AMERICAN OIL & GAS INC., a Nevada corporation (the “Borrower”) and HESS CORPORATION (the “Lender”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 18th, 2009 • American Oil & Gas Inc • Crude petroleum & natural gas • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of December 17, 2009, among American Oil & Gas Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
WEST DOUGLAS PARTICIPATION AGREEMENTWest Douglas Participation Agreement • July 3rd, 2007 • American Oil & Gas Inc • Crude petroleum & natural gas • Texas
THIS WEST DOUGLAS PARTICIPATION AGREEMENT (this “Agreement”) is dated June 25, 2007, by and among RED TECHNOLOGY ALLIANCE, LLC, a Delaware limited liability company (“RTA”), and AMERICAN OIL & GAS, INC., a Nevada corporation (“AOGI”) and NORTH FINN, LLC, a Wyoming limited liability company (“North Finn”) (AOGI and North Finn may be referred to collectively herein as “Company”). RTA and Company may be referred to individually as a “Party” and collectively as the “Parties”.
PURCHASE AND SALE AGREEMENT GOLIATH PROJECT – DUNN, McKENZIE, MOUNTRAIL AND WILLIAMS COUNTIES, NORTH DAKOTAPurchase and Sale Agreement • November 16th, 2005 • American Oil & Gas Inc • Crude petroleum & natural gas • Colorado
This Purchase and Sale Agreement (“Agreement”), dated for identification as of October 7, 2005, is between Tahosa Holdings, LLC (“Tahosa”), 555 Seventeenth Street, Suite 710, Denver, Colorado 80202, Mélange International, LLC (“Mélange”), 475 Seventeenth Street, Suite 540, Denver, Colorado 80202, Evertson Energy Partners, LLC (“Evertson”), 4362 East Highway 30, Kimball, Nebraska, 69145, Rose Exploration, Inc. (“Rose”), 518 Seventeenth Street, Suite 430, Denver, Colorado 80202, Empire Oil Company (“Empire”), 510 Second Street West, Williston, North Dakota 58801 and American Oil and Gas, Inc., (“AOGI”), 1050 Seventeenth Street, Suite 1850, Denver, Colorado 80202. Tahosa, Mélange, Evertson, Rose, and Empire are collectively referred to herein as “Tahosa et al”. Tahosa et al and AOGI are collectively referred to herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2006 • American Oil & Gas Inc • Crude petroleum & natural gas • Colorado
This Employment Agreement (the “Agreement”) is entered into as of this 29th day of June, 2006, by and between American Oil & Gas, Inc., a Nevada corporation (the “Company”), and Joseph B. Feiten (“Employee”) to be effective as of June 29, 2006 (the “Effective Date”). Employee and Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER DATED AS OF July 27, 2010 AMONG HESS CORPORATION, HESS INVESTMENT CORP. AND AMERICAN OIL & GAS INC.Agreement and Plan of Merger • July 29th, 2010 • American Oil & Gas Inc • Crude petroleum & natural gas • New York
This AGREEMENT AND PLAN OF MERGER, dated as of July 27, 2010 (this “Agreement”), among Hess Corporation, a corporation organized under the laws of the State of Delaware (“Parent”), Hess Investment Corp., a corporation organized under the laws of the State of Nevada and a direct wholly-owned Subsidiary of Parent (“Merger Sub”), and American Oil & Gas Inc., a corporation organized under the laws of the State of Nevada (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMERICAN OIL & GAS, INC. 6,001,390 Shares Common Stock ($0.001 Par Value) PLACEMENT AGENCY AGREEMENTAmerican Oil & Gas Inc • April 12th, 2007 • Crude petroleum & natural gas • New York
The undersigned, American Oil & Gas, Inc., a Nevada corporation (the “Company”), desires to engage A.G. Edwards & Sons, Inc. (“A.G. Edwards”) as lead placement agent, and C.K. Cooper & Company (“C.K. Cooper” and together with A.G. Edwards, the “Placement Agents”) as co-placement agent, as set forth herein. A.G. Edwards is acting as representative of the Placement Agents (the “Representative”). The Company hereby addresses you and confirms its agreement with you as follows:
PARTICIPATION AGREEMENTParticipation Agreement • January 23rd, 2007 • American Oil & Gas Inc • Crude petroleum & natural gas • Texas
THIS PARTICIPATION AGREEMENT (this “Agreement”) is dated January 17, 2007, by and among RED TECHNOLOGY ALLIANCE LLC, a Delaware limited liability company (“RTA”), and AMERICAN OIL & GAS, INC., a Nevada corporation (“AOGI”) and NORTH FINN, LLC, a Wyoming limited liability company (“North Finn”) (AOGI and North Finn may be referred to collectively herein as “Company”). RTA and Company may be referred to individually as a “Party” and collectively as the “Parties”.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 6th, 2006 • American Oil & Gas Inc • Crude petroleum & natural gas • Colorado
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 1st day of September, 2006, by and between SunStone Oil and Gas, LLC, an Oklahoma limited liability company (“Seller”), and American Oil & Gas, Inc., a Nevada corporation (“Buyer”). Buyer and Seller are collectively referred to herein as the “Parties”, and are sometimes referred to individually as a “Party.”
