Voyager Oil & Gas, Inc. Sample Contracts

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ARTICLE I LOAN
Loan Agreement • April 15th, 2004 • WPT Enterprises Inc • Minnesota
15,000,000 Shares EMERALD OIL, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 27th, 2013 • Emerald Oil, Inc. • Crude petroleum & natural gas • New York
AGREEMENT
Employment Agreement • July 29th, 2004 • WPT Enterprises Inc • Services-motion picture & video tape production • California
At-The-Market Issuance Sales Agreement
Sales Agreement • April 2nd, 2015 • Emerald Oil, Inc. • Crude petroleum & natural gas • New York

Emerald Oil, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC, a Delaware limited liability company (“MLV”), as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • December 12th, 2014 • Emerald Oil, Inc. • Crude petroleum & natural gas • Colorado

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of January 1, 2015 (the “Effective Date”), by and between Emerald Oil, Inc., a Delaware corporation (the “Company”), and Michael Dickinson (“Employee”). Notwithstanding the foregoing, the provisions of Section 8 shall be effective immediately on the signing of this Agreement by the Company and the Employee.

NONQUALIFIED STOCK OPTION AGREEMENT VOYAGER OIL & GAS, INC.
Nonqualified Stock Option Agreement • November 8th, 2011 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • Montana

THIS AGREEMENT, made effective as of this day of ___________, 20__, by and between Voyager Oil & Gas, Inc., a Montana corporation (the “Company”), and _________________ (“Participant”).

RESTRICTED STOCK UNIT AGREEMENT EMERALD OIL, INC. 2011 EQUITY INCENTIVE PLAN
Restricted Stock Unit Agreement • November 21st, 2012 • Emerald Oil, Inc. • Crude petroleum & natural gas • Montana

THIS AGREEMENT, made effective as of this [●] day of [●], 20[●], by and between Emerald Oil, Inc., a Montana corporation (the “Company”), and [●] (“Participant”).

INCENTIVE STOCK OPTION AGREEMENT VOYAGER OIL & GAS, INC.
Incentive Stock Option Agreement • November 8th, 2011 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • Montana

THIS AGREEMENT, made effective as of this ____ day of ____________, 20__, by and between Voyager Oil & Gas, Inc., a Montana corporation (the “Company”), and __________________ (“Participant”).

Emerald Oil, Inc. 12,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Emerald Oil, Inc. • May 17th, 2013 • Crude petroleum & natural gas • New York

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Shares, options or warrants to acquire Shares or other securities exchangeable or exercisable for or convertible into Shares without the prior written consent of the Representatives; provided that either (a) it is pursuant to a planned trading program under Rule 10b5-1 of the Exchange Act which has been approved by the Representatives or (b) (1) the Representatives receive a signed lock-up agreement in the form of this agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not publicly reportable under the Securities Act of 1933, as amended, the Exchange Act and their related rules and regulations, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

RESTRICTED STOCK AGREEMENT VOYAGER OIL & GAS, INC.
Restricted Stock Agreement • November 8th, 2011 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • Montana

THIS AGREEMENT is made effective as of this ____ day of , 20__, by and between Voyager Oil & Gas, Inc., a Montana corporation (the “Company”), and _________________________ (“Participant”).

AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 31st, 2012 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas

This $150,000,000 Amended and Restated Credit Agreement is dated July 26, 2012 between VOYAGER OIL & GAS, INC., a Montana corporation, (“Borrower”) and MACQUARIE BANK LIMITED, a bank incorporated under the laws of Australia, (in its individual capacity, “MBL”) as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”) and the other Lenders party to this Agreement.

Underwriting Agreement
Underwriting Agreement • July 29th, 2004 • WPT Enterprises Inc • Services-motion picture & video tape production • Minnesota

This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 21st, 2012 • Emerald Oil, Inc. • Crude petroleum & natural gas • Colorado

This AMENDMENT (this “Amendment”) is made effective as of October 15, 2012, to that certain Employment Agreement, dated on or about July 26, 2012 (the “Employment Agreement”) by and between Emerald Oil, Inc., a Montana corporation formerly known as Voyager Oil & Gas, Inc. (the “Company”), and Karl Osterbuhr (“Employee”). Capitalized words and phrases used in this Amendment but not defined herein shall have the meanings set forth in the Employment Agreement. Employee and the Company are referred to collectively herein as the “Parties.”

EMPLOYMENT AGREEMENT
Employment Agreement • April 5th, 2012 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • Montana

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on March 30, 2012 by and between Martin J. Beskow, a resident of the State of Minnesota (“Employee”), and Voyager Oil & Gas, Inc., a Montana corporation (the “Company”).

EXCHANGE AGREEMENT
Exchange Agreement • December 12th, 2014 • Emerald Oil, Inc. • Crude petroleum & natural gas

This Exchange Agreement (this “Agreement”) is made and entered into on December [__], 2014, by and between Emerald Oil, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of 2.00% Convertible Senior Notes due 2019 (the “Convertible Notes”) issued by the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 2015 • Emerald Oil, Inc. • Crude petroleum & natural gas • Delaware

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of January 1, 2016 (the “Effective Date”) by and between Emerald Oil, Inc., a Delaware corporation (the “Company”), and McAndrew Rudisill (“Employee”).

AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 1, 2014 AMONG EMERALD OIL, INC., AS BORROWER, WELLS FARGO BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO SOLE LEAD ARRANGER AND SOLE BOOK RUNNER WELLS FARGO SECURITIES LLC
Credit Agreement • May 5th, 2014 • Emerald Oil, Inc. • Crude petroleum & natural gas • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1, 2014, is among Emerald Oil, Inc., a Montana corporation (the “Borrower”), each of the Lenders from time to time party hereto, Wells Fargo Bank, N.A. (in its individual capacity, “WF”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

GUARANTY
Guaranty • August 24th, 2009 • WPT Enterprises Inc • Services-motion picture & video tape production • California

This GUARANTY (this “Guaranty”), dated as of August 24, 2009, is made by ElectraWorks Ltd., a Gibraltar private limited company (“Guarantor”), in favor of WPT Enterprises, Inc., a Delaware corporation (“Beneficiary” or “Seller”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 24th, 2009 • WPT Enterprises Inc • Services-motion picture & video tape production • California

This Asset Purchase Agreement is entered into as of August 24, 2009, by and between Peerless Media Ltd., a Gibraltar private limited company (“Buyer”), and WPT Enterprises Inc., a Delaware corporation (“Seller”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 7th, 2011 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of February 1, 2011, by and among Voyager Oil & Gas, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 21st, 2012 • Emerald Oil, Inc. • Crude petroleum & natural gas • Colorado

This AMENDMENT (this “Amendment”) is made effective as of October 20, 2012, to that certain Amended and Restated Employment Agreement, dated on or about August 28, 2012 (the “Employment Agreement”) by and between Emerald Oil, Inc., a Montana corporation formerly known as Voyager Oil & Gas, Inc. (the “Company”), and McAndrew Rudisill (“Employee”). Capitalized words and phrases used in this Amendment but not defined herein shall have the meanings set forth in the Employment Agreement. Employee and the Company are referred to collectively herein as the “Parties.”

VOTING AGREEMENT
Voting Agreement • August 24th, 2009 • WPT Enterprises Inc • Services-motion picture & video tape production • California

THIS VOTING AGREEMENT (this “Agreement”) is entered into as of [ ], 2009 by and among Peerless Media Ltd., a Gibraltar private limited company (“Buyer”), and each Person listed on the signature page hereof as a stockholder (each, a “Stockholder” and, collectively, the “Stockholders”).

PROGRAM PRODUCTION AND TELEVISING AGREEMENT
Program Production and Televising Agreement • March 6th, 2009 • WPT Enterprises Inc • Services-motion picture & video tape production • California

This Program Production and Televising Agreement (this “Agreement”), dated as of July 25, 2008 (the “Effective Date”) is between WPTE ENTERPRISES, INC. (“WPTE”) with offices at 5700 Wilshire Boulevard, Suite 350, Los Angeles, California 90036 and NATIONAL SPORTS PROGRAMMING (“FSN”), owner and operator of the Fox Sports Net programming service with offices at 10201 West Pico Blvd., Building 103, Los Angeles, California 90035. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and the mutual promises contained herein, WPTE and FSN (each a “Party” and collectively the “Parties”) agree to be bound by the following terms and conditions:

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 22nd, 2010 • Voyager Oil & Gas, Inc. • Services-motion picture & video tape production • Minnesota

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective the 16th day of April, 2010 (the “Effective Date”) by and between Mitchell R. Thompson, a resident of the State of Montana (“Employee”), ante4, Inc., a Delaware corporation having its principal office at 5700 Wilshire Boulevard, Suite 625, Los Angeles, California 90036 (“ante4”), and Plains Energy Investments, Inc., a Nevada corporation having its principal office at 2818 1st Avenue North, Suite 506, Billings, Montana 59101 (“Plains Energy,” and collectively with ante4, the “Company”).

RECITALS
Management Contract and Contribution Agreement • April 15th, 2004 • WPT Enterprises Inc • Delaware
SECURITIES PURCHASE AGREEMENT Dated September 23, 2013 by and among Emerald Oil, Inc., WDE Emerald Holdings LLC and White Deer Energy FI L.P.
Securities Purchase Agreement • September 23rd, 2013 • Emerald Oil, Inc. • Crude petroleum & natural gas • New York

This SECURITIES PURCHASE AGREEMENT, dated September 23, 2013 (this “Agreement”), is entered into by and among Emerald Oil, Inc., a Montana corporation (the “Company”), WDE Emerald Holdings LLC, a Delaware limited liability company (“WD Investor I”), and White Deer Energy FI L.P., a Cayman Islands exempted limited partnership (together with WD Investor I, the “Investors” and each, an “Investor”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2013 • Emerald Oil, Inc. • Crude petroleum & natural gas • Colorado

This SECOND AMENDMENT (this “Second Amendment”) to that certain Employment Agreement, dated on or about July 26, 2012, as amended effective as of October 15, 2012 (the “Employment Agreement”) by and between Emerald Oil, Inc., a Montana corporation (the “Company”), and Mike Krzus (“Employee”) is made to be effective as of March 16, 2013. Capitalized words and phrases used in this Amendment but not defined herein shall have the meanings set forth in the Employment Agreement. Employee and the Company are referred to collectively herein as the “Parties.”

Asset Purchase Agreement dated as of May 25, 2016, by and between Emerald Oil, Inc., Emerald WB LLC, Emerald NWB, LLC, Emerald DB, LLC and EOX Marketing, LLC, as Sellers, and NEW EMERALD HOLDINGS LLC, as Buyer and and SSC EMERALD LP, as guarantors
Asset Purchase Agreement • June 1st, 2016 • Emerald Oil, Inc. • Crude petroleum & natural gas • Delaware

This Asset Purchase Agreement (this “Agreement”), dated as of May 25, 2016 (the “Execution Date”), is by and among Emerald Oil, Inc., a Delaware corporation (the “Company”), Emerald WB LLC, a Colorado limited liability company (“Emerald WB”), Emerald NWB, LLC, a Delaware limited liability company (“Emerald NWB”), Emerald DB, LLC, a Delaware limited liability company (“Emerald DB”), EOX Marketing, LLC, a Delaware limited liability company (“EOX” and together with the Company, Emerald WB, Emerald NWB, and Emerald DB, each a “Seller” and collectively, “Sellers”), New Emerald Holdings LLC, a Delaware limited liability company (“Buyer”), and, for the sole purpose of guarantying Buyer’s obligations hereunder, CL Energy Opportunity Fund, L.P. and SSC Emerald LP. Capitalized terms used but not otherwise defined herein have the meanings set forth in Article 13. Sellers and Buyer are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.

EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 2006 • WPT Enterprises Inc • Services-motion picture & video tape production • California

This Agreement is made as of November 6, 2006 by and between WPT ENTERPRISES, INC., a Delaware corporation (the “Company”), and STEVEN LIPSCOMB (the “Executive”).

As of May 20, 2004
WPT Enterprises Inc • June 15th, 2004 • Services-motion picture & video tape production

Reference is made to (i) that certain master agreement (the “Master Agreement”) dated as of August 22, 2003 between WORLD POKER TOUR L.L.C. (“Producer”) and THE TRAVEL CHANNEL, L.L.C. (“TRV”); (ii) that certain agreement attached to the Master Agreement (the “Attachment”), dated as of August 22, 2003 between Producer and TRV in connection with the second season of the television production currently known as the “World Poker Tour” (the “Program”); (iii) that certain fully executed Amendment to Season 2 Agreement, dated as of April 22, 2004 (the “First Amendment”); and (iv) that certain fully executed Amendment Number 2 to Season 2 Agreement, dated as of May 10, 2004 (the “Second Amendment”). The Master Agreement and the Attachment, as amended by the First Amendment and the Second Amendment, are collectively hereinafter referred to as the “Agreement.”

WPT ENTERPRISES, INC. AND THE TRAVEL CHANNEL REACH AGREEMENT ON PROFESSIONAL POKER TOUR™ — A NEW SERIES SHOWCASING POKER’S ALL-STARS
WPT Enterprises Inc • January 31st, 2006 • Services-motion picture & video tape production

Los Angeles CA (January 30, 2006) — WPT Enterprises, Inc. (NASDAQ:WPTE) and the Travel Channel entered into an agreement to air WPTE’s highly anticipated PROFESSIONAL POKER TOUR™ (PPT) television series. The PPT features a series of invitation-only tournaments that are limited to the highest-ranked players in the world. The PPT is expected to begin airing in the 3rd quarter of 2006 on Wednesday nights from 9-11 PM ET/PT, following the completion of Season Four of the WORLD POKER TOUR®.

SECURITY AGREEMENT VOYAGER OIL & GAS, INC. Minimum: $12,000,000 Principal Amount Maximum: $15,000,000 Principal Amount
Security Agreement • September 23rd, 2010 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • Montana

This SECURITY AGREEMENT (the “Agreement”) is entered into as of the 22nd day of September, 2010, by Voyager Oil & Gas, Inc., a Delaware corporation (the “Debtor”), in favor of the parties set forth on Exhibit A hereto (the “Secured Parties”) and holders of certain 12.00% Senior Secured Promissory Notes of even date (the “Promissory Notes”).

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