SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2013 • New Western Energy Corp • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 6, 2013, between NEW WESTERN ENERGY CORPORATION, a Nevada 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 NEW WESTERN ENERGY CORPORATIONNew Western Energy Corp • November 12th, 2013 • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hillair Capital Investments L.P. 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 three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NEW WESTERN ENERGY CORPORATION, a Nevada corporation (the “Company”), up to 6,383,420 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).
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE February 1, 2015New Western Energy Corp • November 12th, 2013 • Crude petroleum & natural gas • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of NEW WESTERN ENERGY CORPORATION, a Nevada corporation, (the “Company”), having its principal place of business at 1140 Spectrum, Irvine, California 92618, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due February 1, 2015 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • November 12th, 2013 • New Western Energy Corp • Crude petroleum & natural gas • New York
This SECURITY AGREEMENT, dated as of November 6, 2013 (this “Agreement”), is among NEW WESTERN ENERGY CORPORATION, a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Original Issue Discount Convertible Debentures due February 1, 2015, in the original aggregate principal amount of $1,232,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 12th, 2013 • New Western Energy Corp • Crude petroleum & natural gas • New York
SUBSIDIARY GUARANTEE, dated as of November 6, 2013 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between NEW WESTERN ENERGY CORPORATION, a Nevada corporation (the “Company”) and the Purchasers.
EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2014 • New Western Energy Corp • Crude petroleum & natural gas • California
This EMPLOYMENT AGREEMENT (the “Agreement”) amends and restates in its entirety the Employment Agreement made as of April 1, 2011, by and between New Western Energy Corporation, a Nevada corporation (the “Employer”), and Javan Khazali (the “Executive”). The effective date of this amended and restated Agreement is January 1, 2014 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG NEW WESTERN ENERGY CORPORATION NEW WESTERN ENERGY MERGER CORP. AND LEGEND OIL AND GAS, LTD. DATED: JANUARY 23, 2014Agreement and Plan of Merger • January 27th, 2014 • New Western Energy Corp • Crude petroleum & natural gas • California
ASSIGNMENT AGREEMENTAssignment Agreement • January 4th, 2013 • New Western Energy Corp • Crude petroleum & natural gas
New Western Energy Corporation, a corporation formed and existing under the laws of the State of Nevada, and having an address at 20 Truman, Suite 204, Irvine, CA 92620 (the “Assignee”).
SECURITES PURCHASE AGREEMENTSecurites Purchase Agreement • February 26th, 2015 • New Western Energy Corp • Crude petroleum & natural gas • California
This SECURITES PURCHASE AGREEMENT (“ Agreement ”) is made as of February 19, 2015 (the “ Effective Date ”), by and between New Western Energy Corporation (the “Company”), a Nevada corporation, and Fodere Titanium Limited, a corporation organized under the laws of England, (the “ Investor ”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2011 • New Western Energy Corp • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of April 1, 2011, by and between New Western Energy Corporation, a corporation organized and existing under the laws of the State of Nevada (hereinafter “Employer”), and Javan Khazali, an individual resident of the State of California (hereinafter “Employee”);
Assignment and Bill of Sale between NWT and 3-M Production Co. dated October 10, 2011 The accompanying PDF document contains the signed operating agreement.New Western Energy Corp • December 14th, 2011 • Crude petroleum & natural gas
ASSIGNMENT OF CONTRACTAssignment of Contract • August 23rd, 2011 • New Western Energy Corp • Crude petroleum & natural gas • Georgia
For value received, Federated Energy Corporation, a Tennessee corporation (“Assignor”), hereby assign all of its right, title, and interest in and to the Joint Venture Contract and Operating Agreement entered into by and between Assignor and New Western Oil Corporation, dated May 21, 2009 (“Glass Contract”) to RC Oil Co., Inc., an Oklahoma corporation (“Assignee”). A true and correct copy of the Glass Contract is attached hereto marked as Exhibit “1” and incorporated herein by this reference as though fully set forth.
CANCELLATION OF AGREEMENT AND MUTUAL RELEASESCancellation of Agreement and Mutual Releases • May 22nd, 2015 • New Western Energy Corp • Crude petroleum & natural gas • California
This Cancellation Agreement and Mutual Releases (“Agreement”) entered into this 15 day of May, 2015, is between FODERE TITANIUM LIMITED (“Fodere”), on the one hand, and NEW WESTERN ENERGY CORPORATION (“New Western”), on the other hand. Fodere and New Western shall collectively be referred to herein as the “Parties.”
ContractNew Western Energy Corp • January 6th, 2012 • Crude petroleum & natural gas
Plan and Agreement of Reorganization dated December 1, 2012, between the Registrant, Royal Texan Energy Co., and Brent and Brook Hatchett.
LEASE PURCHASE AGREEMENTLease Purchase Agreement • December 6th, 2013 • New Western Energy Corp • Crude petroleum & natural gas • Oklahoma
AGREEMENT made this 2nd of December, 2013, by and between Tenoak Oil Co., LLC, an Oklahoma Limited Liability Company, with its principal office at 9724 Kingston Pike, Knoxville, TN 37922, (hereinafter referred to as “SELLERS”) and New Western Energy Corporation, a Nevada Corporation, with its principal office at 1140 Spectrum, Irvine, CA 92618, (hereinafter referred to as “BUYER”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2013 • New Western Energy Corp • Crude petroleum & natural gas • California
This Securities Purchase Agreement (this “Agreement”) is dated as of November 5, 2013, between NEW WESTERN ENERGY CORPORATION, a Nevada corporation (the “Company”), and CARL WIKSTOM (the “Purchaser”).
