SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 4th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2008, by and among Kentucky USA Energy, Inc., a Delaware corporation, (the “Company”), and the investors listed on the Schedule of Note Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among KENTUCKY USA ENERGY, INC. (formerly known as Las Rocas Mining Corp.) KY ACQUISITION CORP. and KY USA ENERGY, INC. May 2, 2008Agreement and Plan of Merger and Reorganization • May 8th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
ESCROW AGREEMENTEscrow Agreement • May 8th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
This Escrow Agreement (this “Agreement”) is entered into as of May 2, 2008, by and among Kentucky USA Energy, Inc., formerly known as Las Rocas Mining Corp., a Delaware corporation (the “Parent”), Steven D. Eversole (“Eversole”) (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • Delaware
This Executive Employment Agreement (this “Agreement”) is made as of May 2, 2008 (the “Effective Date”) between KENTUCKY USA ENERGY, INC., a Delaware corporation (the “Company”), and STEVEN D. EVERSOLE (the “Executive”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • May 8th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • Delaware
This SPLIT-OFF AGREEMENT, dated as of this 2nd day of May, 2008 (this “Agreement”), is entered into by and among Kentucky USA Energy, Inc., formerly known as Las Rocas Mining Corp., a Delaware corporation (“Seller”), Christopher Greenwood (“Greenwood” or “Buyer”), Las Rocas Leaseco Corp., a Delaware corporation (“Leaseco”), and KY USA Energy, Inc., a Kentucky corporation (“KY USA”).
SECURITY AGREEMENTSecurity Agreement • June 4th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
SECURITY AGREEMENT, dated as of May 29, 2008 (this “Agreement”) made by Kentucky USA Energy, Inc., a Delaware corporation (the “Company”), and the undersigned subsidiaries of the Company (each, a “Grantor” and collectively and together with the Company, the “Grantors”), in favor of ________________________, a company organized under the laws of the Bahamas (the “Buyer”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
SECURITY AGREEMENT (All Personal Property)Security Agreement • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
THIS SECURITY AGREEMENT is made and entered into as of ___________, 2008, by KY USA ENERGY, INC., a Kentucky corporation, with an address at 321 Somerset Road, London, Kentucky 40741 (“Debtor”), in favor of NSES 12, LLC, a Delaware limited liability company, with an address at 38 Grove Street, Building C, Ridgefield, Connecticut 06877 (“Secured Party”).
SUBORDINATION AGREEMENTSubordination Agreement • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
This Subordination Agreement (this “Subordination Agreement”) is dated [___________, 2008], by and among ___________________, a company organized under the laws of the _______________, whose address is _____________________________ (“Second Lien Investor”), KY USA ENERGY, INC., a Kentucky corporation, whose address is 321 Somerset Road, London, Kentucky 40741 (“Borrower”), and NSES 12, LLC, a Delaware limited liability company, whose address is 38 Grove Street, Building C, Ridgefield, Connecticut 06877 (“Senior Creditor”).
IR SHARES ESCROW AGREEMENTIr Shares Escrow Agreement • May 8th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
This Escrow Agreement (this “Agreement”) is entered into as of May 2, 2008, by and between Kentucky USA Energy, Inc., a Delaware corporation (the “Company”), and Gottbetter & Partners, LLP (the “Escrow Agent”).
ContractKentucky USA Energy, Inc. • March 16th, 2009 • Crude petroleum & natural gas
Option to Purchase Lease between KY USA Energy, Inc. and Hilltopper Energy, LLC dated as of August 4, 2008 (the “Option”) and Addendum to the Option dated as of March 3, 2009
SUBORDINATION AGREEMENT (KY USA ENERGY, INC.)Subordination Agreement • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
This Subordination Agreement (this “Subordination Agreement”) is dated ____________, 2008, by and among KENTUCKY USA ENERGY, INC., a Delaware corporation, having an address of 321 Somerset Road, London, Kentucky 40741 (“Subordinated Creditor”), KY USA ENERGY, INC., a Kentucky corporation (“Borrower”), having an address of 321 Somerset Road, London, Kentucky 40741, and NSES 12, LLC, a Delaware limited liability company (“Lender”), having an address of 38 Grove Street, Building C, Ridgefield, Connecticut 06877.
SUPPLEMENTAL FARM- OUT ASSIGNMENTKentucky USA Energy, Inc. • July 1st, 2008 • Crude petroleum & natural gas
THIS FARM-OUT ASSIGNMENT made and entered into this the 10th day of December, 2007, by and between K & D ENERGY, a Kentucky Partnership, by Partners, Danny Thomasson, of P. O. Box 360, Bremen, Kentucky 42325, and Keith Conn, 85 Tyson Lane, Dunmore, Kentucky 42339, being all partners in the partnership, hereinafter ASSIGNOR and KY USA ENERGY, INC., C/O Steve Eversole, 321 Somerset Road, London, Kentucky 40741, hereinafter ASSIGNEE;
Farm-Out Agreement by and between Thomasson Petroleum Enterprises, Inc. and KY USA Energy, Inc. dated January 21, 2010Kentucky USA Energy, Inc. • February 24th, 2010 • Crude petroleum & natural gas
Kentucky Agreement to Lease Equipment (with Warranty) by and between The Magdovitz Family Trust and KY USA Energy, Inc. dated July 18, 2008Kentucky Agreement • March 16th, 2009 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • Kentucky
THIS AGREEMENT TO LEASE EQUIPMENT (“Lease”) is made and effective this 18th day of July, 2008, by and between THE MAGDOVITZ FAMILY TRUST, Bernie Magdovitz, Trustee, of 901 Harbor Drive, Belleair Beach, Florida, 33786, hereinafter referred to as LESSOR, and KY USA ENERGY, INC., a Kentucky Corporation, of P. O. Box 3008, London, Kentucky, 40743, hereinafter referred to as LESSEE.
May 2, 2008 Kentucky USA Energy, Inc. Santa Barbara, CA 93101 Attention: Christopher Greenwood, President Dear Sir:Kentucky USA Energy, Inc. • May 8th, 2008 • Crude petroleum & natural gas • Delaware
Reference is made to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among KY USA Energy, Inc., a Kentucky corporation (“KY USA”), Kentucky USA Energy, Inc., a Delaware corporation (the “Company”), and KY Acquisition Corp., a Kentucky corporation and a wholly owned subsidiary of the Company (the “Transactions”). In connection with the Merger Agreement, KY USA stockholders shall receive common stock, par value $0.0001 per share, of the Company (the “Common Stock”) in consideration for shares of KY USA held by them at the effective time of the merger. In consideration of the Company and KY USA entering into the Merger Agreement, the undersigned hereby agrees as follows:
SENIOR SECURED CREDIT AGREEMENT BETWEEN KY USA ENERGY, INC., a Kentucky corporation, AND NSES 12, LLC, a Delaware limited liability company Dated Effective as of June ____, 2008Senior Secured Credit Agreement • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
THIS SENIOR SECURED CREDIT AGREEMENT (“Agreement”) is made and entered into effective as of the ___ day of June, 2008 by and among KY USA ENERGY, INC., a Kentucky corporation (“Borrower”), and NSES 12, LLC, a Delaware limited liability company (“Lender”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • June 4th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
SUBSIDIARY GUARANTY, dated as of May 29, 2008, made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of ________________________, a company organized under the laws of the Bahamas (the “Investor”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
Base Contract for the Sale and Purchase of Natural Gas by and between Seminole Energy Services, L.L.C. and Kentucky USA Energy, Inc.Kentucky USA Energy, Inc. • February 16th, 2010 • Crude petroleum & natural gas
FARM-OUT ASSIGNMENT OF CORRECTION (Correcting prior Assignments dated October 4, 2007 and December 10, 2007)Kentucky USA Energy, Inc. • July 1st, 2008 • Crude petroleum & natural gas
THIS FARM-OUT ASSIGNMENT OF CORRECTION made and entered into this the 18th day of June, 2008, by and between K & D ENERGY, a Kentucky Partnership, by Partners, Danny Thomasson, of P. O. Box 360, Bremen, Kentucky 42325, and Keith Conn, 85 Tyson Lane, Dunmore, Kentucky 42339, being all partners in the partnership, hereinafter ASSIGNOR and KY USA ENERGY, INC., C/O Steve Eversole, 321 Somerset Road, London, Kentucky 40741, hereinafter ASSIGNEE;
GENERAL RELEASE AGREEMENTGeneral Release Agreement • May 8th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of this 2nd day of May, 2008, is entered into by and among Kentucky USA Energy, Inc., formerly known as Las Rocas Mining Corp., a Delaware corporation (“Seller”), Christopher Greenwood (“Greenwood” or “Buyer”), Las Rocas Leaseco, Inc., a Delaware corporation (“Leaseco”), and KY USA Energy, Inc., a Kentucky corporation (“KY USA”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13GExhibit 1 • February 16th, 2010 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) (iii). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
LAS ROCAS MINING CORP. STOCK SUBSCRIPTION OFFER _________________________________________ (the "Undersigned"), whose address is _______________________________________________________________________________ , hereby offers to subscribe for (________)...Las Rocas Mining Corp. • March 22nd, 2007
Farm-Out Agreement by and between Thomasson Petroleum Enterprises, Inc. and KY USA Energy, Inc. dated January 21, 2010Kentucky USA Energy, Inc. • February 16th, 2010 • Crude petroleum & natural gas
Base Contract for Sale and Purchase of Natural GasKentucky USA Energy, Inc. • October 17th, 2008 • Crude petroleum & natural gas
This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select only one box from each section:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of May 29, 2008 by and between Kentucky USA Energy, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Buyer” and collectively, the “Buyers”).
LEASEHOLD MORTGAGE, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT from KY USA ENERGY, INC. (Federal Income Tax Identification No. [________]) (Grantor and Debtor) to NSES 12, LLC (Federal Income Tax Identification No....Security Agreement and Financing Statement • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas
THIS INSTRUMENT COVERS MINERALS, AS-EXTRACTED COLLATERAL AND OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING, WITHOUT LIMITATION, OIL AND GAS). THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS OF THE COUNTY RECORDERS OF THE COUNTIES LISTED ON EXHIBIT A HERETO. THE GRANTOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED, WHICH INTEREST IS DESCRIBED IN EXHIBIT A ATTACHED HERETO.
FARM- OUT ASSIGNMENTKentucky USA Energy, Inc. • July 1st, 2008 • Crude petroleum & natural gas
THIS FARM-OUT ASSIGNMENT made and entered into this the 4th day of October, 2007, by and between K & D ENERGY, a Kentucky Partnership, by Partners, Danny Thomasson, of P. O. Box 360, Bremen, Kentucky 42325, and Keith Conn, 85 Tyson Lane, Dunmore, Kentucky 42339, being all partners in the partnership, hereinafter ASSIGNOR and KY USA ENERGY, INC., C/O Steve Eversole, 321 Somerset Road, London, Kentucky 40741, hereinafter ASSIGNEE;
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13GExhibit 1 • February 16th, 2010 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) (iii). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
TERM NOTETerm Note • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas
This Note is a Term Note as referred to in, and is subject to and is entitled to the benefits of, that certain Senior Secured Credit Agreement dated as of ______________, 2008, by and between Borrower and Lender (as amended, supplemented or modified from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given thereto in the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. If this Note shall be collected by legal proceedings or through a bankruptcy court, or shall be placed in the hands of an attorney for collection after default or maturity (regardless of how maturity is brought about), the Borrower agrees to pay all costs of collection, including reasonable attorneys’ fees.
FORM OF GUARANTY AGREEMENTGuaranty Agreement • July 1st, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
THIS GUARANTY AGREEMENT (“Guaranty”) dated ______________, 2008, is executed and delivered by KENTUCKY USA ENERGY, INC., a Delaware corporation (“Guarantor”), to NSES 12, LLC, a Delaware limited liability company (“Lender”), pursuant to the Credit Agreement (defined below). Capitalized terms used but not defined in this Guaranty have the meanings given them in the Credit Agreement (defined below).
FARMOUT AGREEMENTFarmout Agreement • August 2nd, 2010 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas
THIS FARMOUT AGREEMENT entered into this the ________ day of ____________________, 2010, by and between WW Petroleum Service, Inc., P. O. Box 74, Dixon, Kentucky, 42409, hereafter referred to as FARMOR; and Kentucky USA Energy, Inc., 321 Somerset Rd., Suite 1, London, Kentucky, 40741, hereafter referred to as FARMEE;
