SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2015 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 21, 2015, by and between STW RESOURCES HOLDING CORP., a Nevada corporation, with headquarters located at 3424 South County Road 1192, Midland, Texas 79706 (the “Company”), and _______________________, (the “Buyer”).
COMMON STOCK PURCHASE WARRANT STW RESOURCES HOLDING CORP.STW Resources Holding Corp. • October 29th, 2013 • Retail-catalog & mail-order houses
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, NAME (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 two year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from STW RESOURCES HOLDING CORP., 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 AGREEMENT Master Note Agreement with Revenue Participation Interest April 30, 2013 Total Offering: $575,000.00Subscription Agreement • June 7th, 2013 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between STW RESOURCES HOLDING CORP., a Nevada corporation (the “Company”), and the undersigned ________________ (the “Subscriber”).
STW RESOURCES HOLDING CORP. FORM OF 14% CONVERTIBLE NOTESTW Resources Holding Corp. • December 3rd, 2012 • Retail-catalog & mail-order houses • New York
This Note has been entered into pursuant to the terms of a Subscription Agreement among the Company and the holders of the Company Notes (as defined below), dated _____ __, 2012 (the “Agreement”), and shall be governed by the terms of such Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Agreement which together with the Note, will be referred to as the “Transaction Documents”).
Security AgreementSecurity Agreement • May 6th, 2015 • STW Resources Holding Corp. • Oil & gas field services, nec • Texas
EXHIBIT “B” ESCROW AGREEMENTEscrow Agreement • August 19th, 2014 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
This Escrow Agreement (this “Agreement”), dated as of ________, 2014, is by and among STW Resources Holding Corp., a Nevada corporation (the “Company”); and D. Grant Seabolt, Jr., Esq., of the Seabolt Law Group, a Texas licensed lawyer (the “Escrow Agent”), as escrow agent, for the benefit of the Participants (the “Participants”) in the Company’s Share Purchase Agreement dated ________, 2014 (the “SPA”) (“Company and Participants are collectively referred to as the Parties).
FORM OF BOARD OF DIRECTORS APPOINTMENT AGREEMENTBoard of Directors Appointment Agreement • August 28th, 2015 • STW Resources Holding Corp. • Oil & gas field services, nec • Texas
INDEPENDENT CONTRACTOR AGREEMENT – CASH COMPENATIONIndependent Contractor Agreement • March 12th, 2013 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
This Agreement is entered into as of the 1st day of January 2013, between STW Resources Holding Corp. (“the Company”) and D. Grant Seabolt, Jr., d/b/a Seabolt Law Group (“the Contractor”).
STW Resources Holding Corp SUBSCRIPTION AGREEMENTSubscription Agreement • December 10th, 2010 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • New York
SECURITY AGREEMENTSecurity Agreement • October 29th, 2013 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
This Security Agreement (“Agreement”) is made and entered into as of the 26th day of September 2013, by and between STW Oilfield Construction, LLC, a Texas limited liability company (“Debtor”), and Joshua C. Brooks an individual, (“Secured Party”).
GUARANTY AGREEMENTGuaranty Agreement • October 29th, 2013 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of STW Resources Holding CorpSTW Resources Holding Corp. • December 10th, 2010 • Retail-catalog & mail-order houses
THIS CERTIFIES that, for value received, _________________ (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after _________, __, 2010 (the “Issuance Date”) and on or prior to the close of business two years from the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from STW Resources Holding Corp, a Nevada corporation (the “Company”), up to __________ (_________) shares (the “Warrant Shares”) of Common Stock, $0.001 par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $0.50. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
STW RESOURCES HOLDING CORP EMPLOYMENT AGREEMENT INCORPORATED TERMSEmployment Agreement • April 3rd, 2015 • STW Resources Holding Corp. • Oil & gas field services, nec • Texas
Description of Position Duties: Capital structure and introduction for all facets of the Company’s business. Business consultation CEO and other members of management of the Company. Employee agrees to perform such other duties as shall be determined by the Company and communicated to Employee by and through the Board of Directors and notwithstanding any such changes, the employment of Employee shall be construed as continuing under this Agreement, as modified. This position reports directly to the Board of Directors of Company.
LOAN AGREEMENT Between STW Oilfield Construction, LLC (as “Borrower”) and Joshua Brooks (as “Lender”) Dated: As of September 26, 2013Loan Agreement • October 29th, 2013 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
This Loan Agreement (this “Agreement”) is made and entered into as of this 26th day of June, 2013, by and between STW Oilfield Construction LLC, a Texas limited liability company (“Borrower”) and Joshua Brooks, an individual (“Lender”).
EXCHANGE AGREEMENTExchange Agreement • August 1st, 2008 • Pet Express Supply Inc • Retail-catalog & mail-order houses • New York
THIS EXCHANGE AGREEMENT (“Agreement”), is made and entered into as of the 25th day of July, 2008 by and among PET EXPRESS SUPPLY, INC., a Nevada corporation (“PETX”); C J VISION ENTERPRISES, INC., a Delaware corporation, d/b/a “Woozyfly.com” (“CJVE”); RENEA YAMADA, an individual (“Yamada”); DIGITAL FX INTERNATIONAL, INC. (“DFX”), VISION OPPORTUNITY MASTER FUND, LTD. (“Vision”), BLEECKER HOLDINGS, INC. (“BHI”); WF HOLDINGS, LLC (“WFH”); CORPORATE COMMUNICATIONS NETWORK, INC. (“CCN”); LYNN COLE CAPITAL CORP. (“LCCC”); MKM OPPORTUNITY MASTER FUND, LTD. (“MKM”); PETER NEWMAN; and those Persons who have executed or shall subsequently execute this Agreement under the heading “Additional CJVE Stockholders”. DFX, Vision, BHI and WHF are sometimes collectively referred to herein as the “CJVE Principal Stockholders” and Yamada is sometimes referred to herein as the “PETX Principal Stockholder”. CCN, LCCC, and MKM are sometimes collectively referred to herein as the “CJVE Convertible Noteholders”
SERVICES AGREEMENTServices Agreement • October 29th, 2013 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
This agreement is entered into as of October 1, 2013, between STW Resources Holding Corp, a Nevada corporation (herein referred to as “STW” or the “Company”), its subsidiaries and/or affiliates and Lee Maddox, an individual residing in Midland Texas, (herein referred to as “Brooks”).
STW RESOURCES HOLDING CORP. RESCISSION AGREEMENT WITH BLACK PEARL ENTERPRISES, LLC REGARDING BLACK WOLF ENTERPRISES, LLCRescission Agreement • October 29th, 2013 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
STW and Black Pearl hereby enter into this “STW Resources Holding Corp. Rescission Agreement with Black Pearl Enterprises, LLC Regarding Black Wolf Enterprises, LLC” (the “Agreement”)
SETTLEMENT AGREEMENTSettlement Agreement • September 22nd, 2010 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • New York
This Settlement Agreement (the “Agreement”) is made the 31st day of August 2010 (the “Execution Date”) by and between GE Ionics, Inc., 3006 Northup Way, Suite 200, Bellevue, WA 98004, a Massachusetts corporation (“GE”), and STW Resources Holding Corporation, 619 West Texas Ave, Suite 126, Midland TX a Nevada corporation (“STW”) (each a “Party” and collectively the “Parties”).
ENGAGEMENT LETTER ADDENDUMAddendum Modifies the Agreement • June 20th, 2014 • STW Resources Holding Corp. • Retail-catalog & mail-order houses
THIS ADDENDUM MODIFIES THE AGREEMENT ENTERED INTO ON OCTOBER 14, 2013, by and between STW Resources Holding Corporation (hereinafter “STW”) and Miranda and Associates, A Professional Accounting Corporation (hereinafter “Miranda & Associates”). STW and Miranda & Associates are hereinafter collectively referred to as the “Parties.”
CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENTConsulting, Confidentiality and Proprietary Rights Agreement • January 20th, 2009 • Woozyfly Inc. • Retail-catalog & mail-order houses • New York
This Consulting, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into as of the 7th day of January, 2009 (the “Effective Date”) by and between Woozyfly Inc. (the “Company”), and Venor, Inc. (“Consultant”).
GUARANTY AGREEMENTGuaranty Agreement • March 21st, 2014 • STW Resources Holding Corp. • Retail-catalog & mail-order houses
SUBSCRIPTION AGREEMENT Master Note Agreement with Revenue Participation Interest February 02, 2012 Total Offering: $280,000.00Subscription Agreement • April 10th, 2012 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
STW RESOURCES HOLDING CORP. FORM OF 12% CONVERTIBLE NOTESTW Resources Holding Corp. • September 16th, 2010 • Retail-catalog & mail-order houses • New York
This Note has been entered into pursuant to the terms of a Subscription Agreement among the Company and the holders of the Company Notes (as defined below), dated _____ __, 2010 (the “Agreement”), and shall be governed by the terms of such Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Agreement which together with the Note, will be referred to as the “Transaction Documents”).
ESCROW AGREEMENTEscrow Agreement • September 16th, 2010 • STW Resources Holding Corp. • Retail-catalog & mail-order houses
ACCOUNT PURCHASE AGREEMENT June 21, 2013Account Purchase Agreement • July 16th, 2013 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
WOOZYFLY, INC. New York, NY, 10001 August 28, 2009Woozyfly Inc. • August 31st, 2009 • Retail-catalog & mail-order houses
This letter will confirm the recent discussions we have had with you relative to the proposed exchange of 26,293,075 shares of common stock, $.001 par value per share, of Acquiror (“Shares”) and the issuance of Dilutive Securities as set forth in Schedule A (“Dilutive Securties”) for all, of the issued and outstanding voting capital stock of Acquiree. The objective of our discussions has been the execution and consummation, as soon as feasible and subject to the Bankruptcy Court Approval, of a formal agreement between Acquiror and Acquiree (the "Acquisition Agreement") which, among other things, would provide for the various matters set forth below:
PROMISSORY NOTESTW Resources Holding Corp. • March 21st, 2014 • Retail-catalog & mail-order houses
FOR VALUE RECEIVED, STW RESOURCES HOLDING, CORP, a Nevada corporation (referred to herein as “Borrower”), with a business address at 3434 South County Road 1192, Midland Texas, 79706, does hereby unconditionally agree and promise to pay to the order of BLACK PEARL ENERGY, LLC., a Delaware corporation (the “Lender” and/or its successors and assigns (collectively, with the Lender, the "Holder"), at, or such other place as the Holder may from time to time designate, the principal sum of TWO MILLION DOLLARS ($2,000,000) or such lesser amount as may be advanced and outstanding under the Line of Credit Agreement (the “Principal Indebtedness”), together with interest on the outstanding Principal Indebtedness evidenced by this Note at the Interest Rate (defined below).
EXECUTIVE COMPENSATION AGREEMENTExecutive Compensation Agreement • August 1st, 2008 • Pet Express Supply Inc • Retail-catalog & mail-order houses • New York
This EXECUTIVE COMPENSATION AGREEMENT (the “Agreement”), dated as of July 17, 2008 (the “Effective Date”), is entered into by and between PET EXPRESS SUPPLY, INC., a Nevada corporation with offices located at 59 West 19th Street, 6th Floor, New York, New York 10011 (“Company”), on the one hand, and JONATHAN BOMSER, the Chief Executive of Company (“Executive”).
ContractSTW Resources Holding Corp. • November 3rd, 2011 • Retail-catalog & mail-order houses • New York
THIS NOTE HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.
ACCOUNT PURCHASE AGREEMENT January 13, 2014Account Purchase Agreement • March 21st, 2014 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 26th, 2010 • Woozyfly Inc. • Retail-catalog & mail-order houses
WOOZYFLY, INC., a corporation formed pursuant to the laws of the State of Nevada and located at 244 Fifth Avenue, Suite 1878, New York, New York 10001
COOPERATION AGREEMENT BETWEEN THE CITY OF FORT STOCKTON, TEXAS AND STW RESOURCES HOLDING CORP. REGARDING DEVELOPMENT OF WATER WELL(S) IN THE CAPITAN REEF AQUIFER FORMATIONCooperation Agreement • August 6th, 2014 • STW Resources Holding Corp. • Retail-catalog & mail-order houses
This AGREEMENT regarding development of water well(s) in the Capitan Reef Aquifer Formation (the “AGREEMENT”) is entered into by the City of Fort Stockton, Texas, a Texas Type A-General Law city (“COFS”) and STW Resources Holding Corp., a Nevada corporation (“STW”), effective as of the last date of signature on the signature pages below. STW and COFS are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.”
STW resources Holdings Corp. SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 23rd, 2011 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 21, 2011, between STW Resources Holdings Corp.(the “Seller”), and _________ (the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENT STW RESOURCES HOLDING CORP. AND JOSHUA BROOKSExecutive Employment Agreement • October 29th, 2013 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
This Agreement, dated as of September 20, 2013 (the "Effective Date"), is between STW Resources Holding Corp., a Nevada corporation, (the "Company") and Joshua Brooks, an individual ("Employee").
MUTUAL TERMINATION OF INDEPENDENT CONTRACTOR AGREMENT July 22, 2014Contractor Agreement • July 25th, 2014 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • Texas
This Mutual Termination of Independent Contractor Agreement (the “Agreement”) is between STW Resources Holding Corp., a Nevada corporation, located at 3424 S CR 1192, Midland, Texas 79706 (the “Company”), and Audry Lee Maddox, who resides at 5512 Los Patios, Midland, Texas 79707 (the “Contractor”).
