SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 25th, 2014 • Osage Exploration & Development Inc • Crude petroleum & natural gas • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February ___, 2014, between Osage Exploration and Development, 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”).
COMMON STOCK PURCHASE WARRANT OSAGE EXPLORTION AND DEVELOPMENT, INC.Osage Exploration & Development Inc • February 25th, 2014 • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ or its assigns (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 five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Osage Exploration and Development, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).
EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2010 • Osage Exploration & Development Inc • Crude petroleum & natural gas • California
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into on September 2, 2010 by and between Osage Exploration and Development, Inc., a Delaware corporation ("Company"), and Greg Franklin, an individual ("Executive") (collectively the "Parties"), with respect to the following facts:
OSAGE EXPLORATION AND DEVELOPMENT, INC. RESTRICTED STOCK AGREEMENT GREG FRANKLINRestricted Stock Agreement • September 7th, 2010 • Osage Exploration & Development Inc • Crude petroleum & natural gas
THIS AGREEMENT, dated and effective as of September 2, 2010 (the "Grant Date") by and between Osage Exploration and Development, Inc., a Delaware corporation (the “Company"), and Greg Franklin (the "Executive"), is entered into as follows:
PARTICIPATION AGREEMENT NEMAHA RIDGE PROJECT LOGAN COUNTY, OKLAHOMAParticipation Agreement • September 24th, 2014 • Osage Exploration & Development, Inc. • Crude petroleum & natural gas • Oklahoma
THIS PARTICIPATION AGREEMENT (this “Agreement”), entered into this 21st day of April, 2011, is by and between Osage Exploration & Development, Inc. whose address is 2445 Fifth Avenue Suite 310 San Diego, CA 92101 (hereafter “Osage”) and Slawson Exploration Company, Inc., a Kansas corporation, whose principal place of business is 727 North Waco, Suite 400, Wichita, Kansas, 67203 (hereafter “SEG”J and U.S. Energy Development Corporation, whose address is 2350 North Forest Road, Getzville, New York 14068, (hereafter “USE”). SEC! and USE shall sometimes be referred to herein as a “Participant”. Osage and Participant shall sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”
Note Purchase Agreement dated as of April 27, 2012Note Purchase Agreement • May 1st, 2012 • Osage Exploration & Development Inc • Crude petroleum & natural gas • New York
This NOTE PURCHASE AGREEMENT, dated as of April 27, 2012 (the “Agreement”), is entered into by and among Osage Exploration & Development, Inc., a Delaware corporation (the “Issuer”);
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • August 27th, 2007 • Osage Exploration & Development Inc • Crude petroleum & natural gas • California
This Agreement is entered into as of the 1st day of February, 2007, between Osage energy Corporation (“the Company”) and Ran Furman (“the Contractor”).
After recording, return to:Osage Exploration & Development Inc • April 7th, 2011 • Crude petroleum & natural gas
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • July 3rd, 2008 • Osage Exploration & Development Inc • Crude petroleum & natural gas • California
This Agreement is entered into as of the 2nd day of July 2008, between Osage Exploration and Development, Inc. (the “Company”) and E. Peter Hoffman, Jr. (the “Contractor”).
ESCROW AGREEMENTEscrow Agreement • April 7th, 2011 • Osage Exploration & Development Inc • Crude petroleum & natural gas
This Escrow Agreement is entered into this 6th day of April, 2011, by and between Osage Exploration and Development, Inc. ("Osage"), E. Peter Hoffman, Jr. ("Hoffman") and Robertson & Williams, attorneys ("R&W").
ASSIGNMENT AND BILL OF SALEAssignment and Bill of Sale • July 6th, 2007 • Osage Exploration & Development Inc
THIS ASSIGNMENT AND BILL OF SALE (“Agreement”) is made this 24th day of January 2005, but is effective as of January 1, 2005 (the “Effective Date”) by and between Conquest Exploration Company, L.L.C. (“hereinafter “Assignor”), whose address is 3140 W. Britton Road, Suite 203 Oklahoma City, OK 73120 and Osage energy, L.C.C., whose address is 7100 N. Classen Blvd, Suite 100, Oklahoma City, OK 73116 (hereinafter “Assignee”).
Intercreditor AgreementIntercreditor Agreement • November 12th, 2013 • Osage Exploration & Development Inc • Crude petroleum & natural gas • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement) is entered into as of October 15, 2013 by and among Osage Exploration and Development, Inc., a Delaware corporation (the “Issuer”), the Affiliates of the Issuer that are Guarantors under the Note Purchase Agreement (collectively referred to as “Guarantors,” and together with Issuer collectively referred to as the “Note Parties’“), BP Energy Company (“BP”), and Apollo Investment Corporation (“Apollo”), in its capacity as administrative agent for the Holders under the Note Purchase Agreement (in such capacity, the “Administrative Agent”) and in its capacity as Collateral Agent (as hereinafter defined) for the Secured Parties (as defined in the Note Purchase Agreement), and each other Person that from time to time becomes a party hereto in accordance with the terms of this Agreement.
AGREEMENTAgreement • March 5th, 2009 • Osage Exploration & Development Inc • Crude petroleum & natural gas • Texas
This Agreement is made by and between Lewis Energy Colombia, Inc., the Colombian branch of a Cayman Island company (hereinafter “LEC”), Gold Oil PLC Sucursal Colombia a Colombian branch of a foreign company (hereinafter “Gold Oil”) and Osage Exploration and Development, Inc. a Delaware Corporation and Osage Exploration and Development, Inc. Sucursal Colombia (hereinafter collectively “Osage”).
ESCROW AGREEMENTEscrow Agreement • January 26th, 2011 • Osage Exploration & Development Inc • Crude petroleum & natural gas
This Escrow Agreement is entered into this _____ day of January, 2011, by and between Osage Exploration and Development, Inc. (“Osage”), Blackrock Management, Inc. (“Blackrock”) and Robertson & Williams, attorneys (R&W).
AGREEMENT FOR ACUIQSITION OF OIL AND GAS LEASEHOLDSAgreement • July 6th, 2007 • Osage Exploration & Development Inc
THIS AGREEMENT is executed this 10th day of November, 2004 by CONQUEST EXPLORATION COMPANY, LLC (“Conquest”), an Oklahoma limited liability company, whose mailing address is 3140 West Britton Road, Suite 203, Oklahoma City, Oklahoma 73120, and DAVID FARMER (“Farmer”) whose mailing address is 132 Rancho Del Mar, Aptos, California 95003 and CHARLES VOLK, JR. (“Volk”) whose mailing address is 15 Elm Street, Kentfield, California 94904 and OSAGE ENERGY CO., LLC, an Oklahoma limited liability company whose mailing address is 132 Rancho Del Mar, Aptos, California 95003.
MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENTAssignment, Security Agreement, Fixture Filing and Financing Statement • April 20th, 2012 • Osage Exploration & Development Inc • Crude petroleum & natural gas • Oklahoma
THIS MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (the “Mortgage”), dated for reference purposes as of April, 17, 2012, is made by Osage Exploration & Development, Inc., a Delaware corporation (herein called “Mortgagor”), whose address for notice is 2445 5th Avenue, Suite 310, San Diego, CA 92131, for the benefit of Boothbay Royalty Co., an Oklahoma corporation, whose address is 6608 N. Western Ave., Oklahoma City OK 73116, as mortgagee (“Mortgagee”).
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 3rd, 2014 • Osage Exploration & Development Inc • Crude petroleum & natural gas • New York
THIS THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Third Amendment”) is made and entered into as of April 3, 2014, between OSAGE EXPLORATION & DEVELOPMENT, INC., a Delaware corporation (the “Issuer”), APOLLO INVESTMENT CORPORATION, in its capacity as administrative agent (the “Administrative Agent”), and each of the holders signatory hereto (each, a “Holder” and, collectively, the “Holders”).
CFO CONSULTING AGREEMENTCfo Consulting Agreement • January 22nd, 2013 • Osage Exploration & Development Inc • Crude petroleum & natural gas • California
CFO CONSULTING AGREEMENT dated as of January 17, 2013 (this “Agreement”), between Osage Exploration and Development, Inc., a Delaware corporation (the “Company”), and Norman Dowling (the “Consultant”).
500,000.00 January ____, 2011 San Diego, CaliforniaOsage Exploration & Development Inc • January 26th, 2011 • Crude petroleum & natural gas
FOR VALUE RECEIVED, the undersigned Osage Exploration and Development, Inc., a Delaware corporation, 2445 Fifth Avenue, Suite 310, San Diego, CA 92101 ("Maker"), agrees to the terms of this Note and promises to pay to the order of Blackrock Management, Inc., ("Lender") at ________________, San Diego, CA ________, or at such other place as may be designated in writing by the holder of this Note, the principal sum of Five Hundred Thousand Dollars ($500,000.00), together with a Loan Fee in lieu of interest of $100,000.00 payable in full as to both principal and fee on May ____, 2011. Any principal or fee amount not paid when due shall bear interest until paid at a rate of twenty percent (20%) ("Default Interest") after Maturity. Default Interest on this Note is calculated on the actual number of days elapsed on a basis of a 360 day year unless otherwise indicated above. For purposes of computing interest on this Note, payments of all or any portion of the Principal Amount and or Loan Fee
AMENDMENT NUMBER ONE TO PROMISSORY NOTE - NON-NEGOTIABLEOsage Exploration & Development Inc • August 27th, 2007 • Crude petroleum & natural gas
THIS AMENDMENT NUMBER ONE TO PROMISSORY NOTE - NON-NEGOTIABLE, dated as of August __, 2007, is hereby executed and delivered by Osage Exploration and Development, Inc., a Delaware corporation (the “Company”), and ____________ (“Borrower”).
OFFICE SPACE LEASE AGREEMENTOffice Space Lease Agreement • August 27th, 2007 • Osage Exploration & Development Inc • Crude petroleum & natural gas
This Agreement is entered into as of the 1st day of February, 2007, between Osage energy Corporation (“the Lessee”) and Catalyst Consulting Partners, LLC (“the Lessor”) for office space (the “Space”) currently occupied by Lessor located at 888 Prospect Street, Suite 210, La Jolla, CA 92037.
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 8th, 2013 • Osage Exploration & Development Inc • Crude petroleum & natural gas • New York
THIS First Amendment to Note Purchase Agreement (this “First Amendment”) is made and entered into as of April 5, 2013, between OSAGE EXPLORATION & DEVELOPMENT, INC., a Delaware corporation (the “Issuer”), APOLLO INVESTMENT CORPORATION, in its capacity as administrative agent (the “Administrative Agent”), and each of the holders signatory hereto (each, a “Holder” and, collectively, the “Holders”).
ROSA BLANCA CARRIED INTEREST AGREEMENTCarried Interest Agreement • August 13th, 2007 • Osage Exploration & Development Inc • Crude petroleum & natural gas
Gold Oil Plc Sucursal Colombia, a branch of a foreign company dully incorporated in accordance to the laws of the Republic of Colombia, and having its place of business at Carrera 17 No. 93ª - 02 Oficina 310, D.C., Colombia, hereinafter referred to as “Gold”,
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 10th, 2008 • Osage Exploration & Development Inc • Crude petroleum & natural gas • Delaware
THIS AGREEMENT is made as of April 1, 2008 (the “Effective Date”), by SUNSTONE CORPORATION, an Oklahoma corporation (“Seller”), and OSAGE EXPLORATION AND DEVELOPMENT, INC., a Delaware corporation (“Purchaser”).
GUARANTY AGREEMENTGuaranty Agreement • November 12th, 2013 • Osage Exploration & Development Inc • Crude petroleum & natural gas • New York
This Guaranty Agreement (the “Guaranty”) is made by BP CORPORATION NORTH AMERICA INC. (“Guarantor”), an Indiana Corporation, in favor of Osage Exploration and Development, Inc. (individually and collectively, “Counterparty”).
PLAN OF REORGANIZATION AND AGREEMENT OF MERGERPlan of Reorganization and Agreement of Merger • July 6th, 2007 • Osage Exploration & Development Inc
THIS PLAN OF REORGANIZATION AND AGREEMENT OF MERGER (the “Merger Agreement”) is made as of June 18, 2007 by and between Osage Energy Corporation, a Nevada corporation (“Osage Nevada”), and Osage Exploration and Development, Inc., a Delaware corporation (“Osage Delaware”). Osage Nevada and Osage Delaware are sometimes referred to herein as the “Constituent Corporations.”
ROSABLANCA BLOCK SETTLEMENT AGREEMENTSettlement Agreement • September 18th, 2009 • Osage Exploration & Development Inc • Crude petroleum & natural gas
This Settlement Agreement (“Settlement Agreement”) is made by and between the following entities on the date set forth below:
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 14th, 2013 • Osage Exploration & Development Inc • Crude petroleum & natural gas • New York
THIS SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Second Amendment”) is made and entered into as of August 12, 2013, between OSAGE EXPLORATION & DEVELOPMENT, INC., a Delaware corporation (the “Issuer”), APOLLO INVESTMENT CORPORATION, in its capacity as administrative agent (the “Administrative Agent”), and each of the holders signatory hereto (each, a “Holder” and, collectively, the “Holders”).
ContractOsage Exploration & Development Inc • May 1st, 2012 • Crude petroleum & natural gas • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE ASSIGNED IN VIOLATION OF SUCH ACT AND LAWS OR THE PROVISIONS OF THIS WARRANT.
ESCROW AGREEMENTEscrow Agreement • November 12th, 2013 • Osage Exploration & Development Inc • Crude petroleum & natural gas
This ESCROW AGREEMENT, including the Exhibits hereto (as amended or restated from time to time, this “Escrow Agreement”), is entered into effective as of September 30, 2013, by and among OSAGE EXPLORATION AND DEVELOPMENT, INC., a Delaware corporation (the “Seller”), RAVEN PIPELINE COMPANY, LLC, a Delaware limited liability company (the “Purchaser”) (Seller and Purchaser collectively, the “Parties,” and individually, a “Party”), and AMEGY BANK NATIONAL ASSOCIATION (“Escrow Agent”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • July 7th, 2008 • Osage Exploration & Development Inc • Crude petroleum & natural gas • California
This Agreement is entered into as of the 2nd day of July 2008, between Osage Exploration and Development, Inc. (the "Company”) and E. Peter Hoffman, Jr. (the "Contractor”).
NOTE AND SECURITY AGREEMENTNote and Security Agreement • July 6th, 2007 • Osage Exploration & Development Inc • California
This Note is secured by a pledge of all of the limited liability membership interests of Osage Energy, L.L.C., an Oklahoma limited liability company (“Osage”) by the Borrower (as defined below), the sole owner of all of the membership interests of Osage. Osage is the assignee of certain producing oil and natural gas leases located in Osage County, Oklahoma (the “Osage Property”), which property consists of twenty three wells (ten currently producing) on 480 acres. The note is to secure for Holder such sums as shall be necessary to preserve and protect the collateral which is the subject of this Note and the collection of the sums due under the Note secured hereby.
AGREEMENTParticipation Agreement • December 23rd, 2013 • Osage Exploration & Development Inc • Crude petroleum & natural gas • Oklahoma
THIS AGREEMENT (the “Agreement”) is made and entered into this 12th day of December 2013, but is intended to be effective as of September 1, 2013 (the “Effective Date”), by and between Osage Exploration & Development, Inc. (“Osage”), Slawson Exploration Company, Inc. (“Slawson”) and U.S. Energy Development Corporation (“US Energy”), MBI Oil & Gas, LLC (“MBI”) and Stewart Geological, Inc. (“S GI”). Slawson, US Energy, MBI and SGI are sometimes collectively referred to as the “Slawson Group.”
SETTLEMENT AGREEMENTSettlement Agreement • November 13th, 2014 • Osage Exploration & Development, Inc. • Crude petroleum & natural gas
SETTLEMENT AGREEMENT dated as of August 30, 2014, by and between Osage Exploration & Development Inc., a Delaware corporation (“Osage”), and Raven Pipeline Company LLC, a Delaware limited liability company (“Raven”).
