Georesources Inc Sample Contracts

GEORESOURCES, INC. (Colorado corporation) 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 13th, 2009 • Georesources Inc • Crude petroleum & natural gas • New York
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RECITALS
Credit Agreement • May 14th, 2001 • Georesources Inc • Crude petroleum & natural gas • Montana
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14. Choice of Laws. This Agreement shall be deemed to have been made in the State of Arizona and shall be subject to the jurisdiction of Arizona courts. In the event of any litigation between the parties with respect to the Agreement, the prevailing...
License Agreement • March 31st, 1999 • Georesources Inc • Crude petroleum & natural gas • Arizona
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C. The parties wish to amend the Mortgage as described herein.
Georesources Inc • November 14th, 1995 • Crude petroleum & natural gas
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PURCHASE AGREEMENT
Purchase Agreement • June 11th, 2008 • Georesources Inc • Crude petroleum & natural gas • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of June 5, 2008 by and among GeoResources, Inc., a Colorado corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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GEORESOURCES, INC. 5,360,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 12, 2011 Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 20 SECTION 3. Covenants of the Company 22 SECTION...
Underwriting Agreement • January 19th, 2011 • Georesources Inc • Crude petroleum & natural gas • New York
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AGREEMENT AND PLAN OF MERGER BY AND AMONG HALCÓN RESOURCES CORPORATION, LEOPARD SUB I, INC., LEOPARD SUB II, LLC AND GEORESOURCES, INC. April 24, 2012
Agreement and Plan of Merger • April 25th, 2012 • Georesources Inc • Crude petroleum & natural gas • Colorado

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), executed as of April 24, 2012, is by and among Halcón Resources Corporation, a Delaware corporation (“Parent”), Leopard Sub I, Inc., a Colorado corporation and wholly owned subsidiary of Parent (“Merger Sub”), Leopard Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (the “Second Merger Sub”), and GeoResources, Inc., a Colorado corporation (the “Company”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 9th, 2012 • Georesources Inc • Crude petroleum & natural gas • Colorado

This Indemnification Agreement (this “Agreement”) is made as of , by and between GeoResources, Inc., a Colorado corporation (the “Company”), and (“Indemnitee”).

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LEASE AGREEMENT CYPRESS COURT BY AND BETWEEN CYPRESS COURT OPERATING ASSOCIATES, L.P. (“LANDLORD”) AND Southern Bay Energy, L.L.C., (“TENANT”)
Lease Agreement • November 12th, 2008 • Georesources Inc • Crude petroleum & natural gas • Texas

This Lease Agreement (this “Lease Agreement”) is made and entered into as of the date set forth on the signature page between Cypress Court Operating Associates, L.P., a New Mexico limited partnership, hereinafter referred to as “Landlord”, and Southern Bay Energy, L.L.C., a Texas limited liability company, hereinafter referred to as “Tenant”:

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 13, 2009 among GEORESOURCES, INC., as Borrower AROC (TEXAS), INC., CATENA OIL & GAS, LLC, G3 ENERGY, LLC, G3 OPERATING, LLC, SOUTHERN BAY OPERATING, LLC, SOUTHERN BAY ENERGY, LLC, SOUTHERN...
Credit Agreement • August 6th, 2009 • Georesources Inc • Crude petroleum & natural gas • Texas

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 13, 2009, among GEORESOURCES, INC., a Colorado corporation (the “Borrower”); AROC (TEXAS), INC., a Texas corporation (“AROC Texas”), CATENA OIL & GAS, LLC, a Texas limited liability company (“Catena”), G3 ENERGY, LLC, a Colorado limited liability company (“G3 Energy”), G3 OPERATING, LLC, a Colorado limited liability company (“G3 Operating”), SOUTHERN BAY OPERATING L.L.C., a Texas limited liability company (“SB Operating”), SOUTHERN BAY ENERGY L.L.C., a Texas limited liability company (“SB Energy”), SOUTHERN BAY LOUISIANA L.L.C., a Texas limited liability company (“SB Louisiana”), and WESTERN STAR DRILLING COMPANY, a North Dakota corporation (“Western Drilling”) (AROC Texas, Catena, G3 Energy, G3 Operating, SB Operating, SB Energy, SB Louisiana, and Western Drilling are collectively, the “Guarantors” and the Borrower and the Guarantors are collectively, the “Obligors”), each of the lenders that is a signatory hereto or w

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VOTING AGREEMENT
Voting Agreement • April 25th, 2012 • Georesources Inc • Crude petroleum & natural gas • Delaware

THIS VOTING AGREEMENT (this “Agreement”), is dated as of April 24, 2012 by and between GeoResources, Inc., a Colorado corporation (the “Company”) and HALRES LLC, a Delaware limited liability company (“Stockholder”).

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LIMITED PARTNER INTEREST PURCHASE AND SALE AGREEMENT by and between AROC Oil & Gas, L.L.C., A Texas limited liability company and TIFD III-X LLC October 16, 2007
Purchase and Sale Agreement • November 13th, 2007 • Georesources Inc • Crude petroleum & natural gas • Texas

THIS LIMITED PARTNER INTEREST PURCHASE AND SALE AGREEMENT dated as of October 16, 2007, is made by and between AROC Oil & Gas, L.L.C., a Texas limited liability company (the “Buyer”) and TIFD III-X LLC, a Delaware limited liability company (“Seller”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 20th, 2007 • Georesources Inc • Crude petroleum & natural gas • Colorado

This Registration Rights Agreement (this “Agreement”) is made and entered into as of ________ ____, 2007, among GeoResources, Inc., a Colorado corporation (“Geo”) and the investors signatory hereto (each such investor is a “Holder” and any or all such investors are, collectively, the “Holders”).

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VOTING AGREEMENT
Voting Agreement • April 25th, 2012 • Georesources Inc • Crude petroleum & natural gas • Delaware

THIS VOTING AGREEMENT (this “Agreement”), is dated as of April 24, 2012 by and among Halcón Resources Corporation, a Delaware corporation (“Parent”), Leopard Sub I, Inc., a Colorado corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the Persons listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).

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ROYALTY SCHEDULE
Mining Lease and Agreement • March 31st, 1999 • Georesources Inc • Crude petroleum & natural gas • North Dakota
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 11th, 2008 • Georesources Inc • Crude petroleum & natural gas • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 5, 2008, among GeoResources, Inc., a Colorado corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser,” and collectively, the “Purchasers”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRIGON ENERGY PARTNERS LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • March 11th, 2011 • Georesources Inc • Crude petroleum & natural gas • Texas

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TRIGON ENERGY PARTNERS LLC (the “Company”) is made and entered into as of October 31, 2010 (the “Effective Date”), by and among Trigon Energy Management LLC (“Management LLC”) and GeoResources, Inc., or its designated wholly-owned subsidiary (“GeoResources”), and such other holders of membership interests in the Company who become parties hereto from time to time.

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OFFICE BUILDING LEASE BY AND BETWEEN 475-17TH STREET, CO., a Colorado limited partnership (“Landlord”) and Collis P. Chandler III (“Tenant”) Dated January 31, 2000
Office Building Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas • Colorado

THIS LEASE (this “Lease”) is made this 31st day of January , 2000, by and between 475-17TH STREET, CO., a Colorado limited partnership (“Landlord”) and Collis P. Chandler III (“Tenant”).

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THIRD AMENDMENT TO LEASE
Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas

This THIRD AMENDMENT TO LEASE (“Third Amendment”) is made this 9th day of April , 2007 by and between Cypress Court Operating Associates, Limited Partnership, a New Mexico limited partnership (“Landlord”) and Southern Bay Energy, L.L.C., a Texas limited liability company (“Tenant”)

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ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas • Texas

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (“Assignment”) is dated for reference purposes only as of April 19, 2005 by and between AROC, Inc., a Delaware corporation (“Assignor”), Southern Bay Energy, L.L.C., a Texas limited liability company (“Assignee”), and Cypress Court Operating Associates, L.P., a New Mexico limited partnership (“Landlord”).

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FIRST AMENDMENT OF LEASE
Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas

THIS FIRST AMENDMENT OF LEASE (this “FIRST Amendment”) dated this 28th day of September, 2001, is by and between 475 - 17TH STREET, CO., a Limited Partnership (“Landlord”) and Collis P. Chandler III, (“Tenant”).

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LEASE ACQUISITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN TRIGON ENERGY PARTNERS LLC AND CEU EAGLE FORD, LLC DATED MAY 4, 2010
Lease Acquisition and Development Agreement • March 11th, 2011 • Georesources Inc • Crude petroleum & natural gas • Texas

This Lease Acquisition and Development Agreement (this “Agreement”) is made and entered as of May 4, 2010 (the “Effective Date”), by and between Trigon Energy Partners LLC, a Delaware limited liability company (“Trigon”), and CEU Eagle Ford, LLC, a Delaware limited liability company (“CEU”). CEU and Trigon are referred to herein individually as “Party” and jointly as “Parties”.

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UNCONDITIONAL GUARANTY OF LEASE
Unconditional Guaranty of Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas

This UNCONDITIONAL GUARANTY OF LEASE (“Guaranty”) shall be a guaranty of that certain Lease Agreement dated June 7, 2001 by and between Cypress Court Operating Associates, Limited Partnership (“Landlord”) and AROC, Inc. (“Former Tenant”); amended by First Amendment to Lease dated November 10, 2003 (hereinafter collectively referred to as the “Lease”); assigned by Assignment and Assumption of Lease dated April 19, 2005 from Former Tenant to Southern Bay Energy, L.L.C. (“Tenant”).

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Joint Filing Agreement And Power Of Attorney
Joint Filing Agreement • February 10th, 2011 • Georesources Inc • Crude petroleum & natural gas

This Power of Attorney shall remain in full force and effect as to any of the undersigned until such undersigned is no longer required to file reports under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to such undersigned’s holdings of and transactions in securities issued by GeoResources, Inc., unless earlier revoked by such undersigned in a signed writing delivered to the foregoing attorney-in-fact.

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 9, 2011 among GEORESOURCES, INC., as Borrower AROC (TEXAS), INC., CATENA OIL & GAS LLC, G3 ENERGY, LLC, G3 OPERATING, LLC, SOUTHERN BAY OPERATING, L.L.C., SOUTHERN BAY ENERGY, LLC,...
Credit Agreement • November 15th, 2011 • Georesources Inc • Crude petroleum & natural gas • Texas

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 9, 2011, among GEORESOURCES, INC., a Colorado corporation (the “Borrower”), AROC (TEXAS), INC., a Texas corporation (“AROC Texas”), CATENA OIL & GAS LLC, a Texas limited liability company (“Catena”), G3 ENERGY, LLC, a Colorado limited liability company (“G3 Energy”), G3 OPERATING, LLC, a Colorado limited liability company (“G3 Operating”), SOUTHERN BAY OPERATING, L.L.C., a Texas limited liability company (“SB Operating”), SOUTHERN BAY ENERGY, LLC, a Texas limited liability company (“SB Energy”), SOUTHERN BAY LOUISIANA, LLC, a Texas limited liability company (“SB Louisiana”), and WESTERN STAR DRILLING COMPANY, a North Dakota corporation (“Western Drilling”), (AROC Texas, Catena, G3 Energy, G3 Operating, SB Operating, SB Energy, SB Louisiana, and Western Drilling are collectively, the “Guarantors”), each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.05 (individu

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SECOND AMENDMENT TO LEASE
Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas

This SECOND AMENDMENT TO LEASE (“Second Amendment”) is made this 19th day of April , 2005 by and between Cypress Court Operating Associates, Limited Partnership, a New Mexico limited partnership (“Landlord”) and Southern Bay Energy, L.L.C., a Texas limited liability company (“Tenant”)

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 5th, 2010 • Georesources Inc • Crude petroleum & natural gas • Texas

THIS PUCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this 25th day of June, 2010, by and among Hop-Mar Energy, L.P., a Texas limited partnership (“Hop-Mar”), Sydri Energy Investments I, Ltd., a Texas limited Partnership (“Sydri”), Snyder Energy Investments, Ltd., a Texas limited partnership (“Snyder”), and Woodbine Energy Partners, L.P. a Texas limited partnership (“Woodbine,” and collectively with Hop-Mar, Sydri and Snyder, “Sellers”), and Southern Bay Energy, LLC, a Texas limited liability company (“Buyer”).

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SECOND AMENDMENT OF LEASE
Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas

THIS FIRST AMENDMENT OF LEASE (this “FIRST Amendment”) dated this 23rd day of October, 2002, is by and between 475 - 17TH STREET, CO., a Limited Partnership (“Landlord”) and Collis P. Chandler, III, (“Tenant”).

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LIMITED LIABILITY COMPANY AGREEMENT OF LEOPARD SUB II, LLC a Delaware Limited Liability Company April 11, 2012
Limited Liability Company Agreement • August 7th, 2012 • Georesources Inc • Crude petroleum & natural gas • Delaware

This Limited Liability Company Agreement (this “Agreement”) of Leopard Sub II, LLC (the “Company”), dated effective as of April 11, 2012, is executed, agreed to and adopted, for good and valuable consideration, by Halcón Resources Corporation, a Delaware corporation, as the sole member hereof (the “Member”).

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CONSENT AND AMENDMENT NO. 1 TO AGREEMENT OF LIMITED PARTNERSHIP SBE Partners LP
Agreement of Limited Partnership • August 6th, 2009 • Georesources Inc • Crude petroleum & natural gas • Texas

THIS CONSENT AND AMENDMENT NO. 1 TO AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) is made and entered into this 29th day of May, 2009, by and between Catena Oil & Gas LLC, a Texas limited liability company, and EFS O&G, LLC, a Delaware limited liability company.

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To: GeoResources, Inc. Warrant Holders From: Howard E. Ehler Chief Financial Officer RE: Treatment of GeoResources, Inc. Warrants in Context of Merger with Halcón Resources Corporation
Georesources Inc • June 25th, 2012 • Crude petroleum & natural gas

As you may be aware, on April 24, 2012, GeoResources, Inc., (“GeoResources”), entered into a definitive merger agreement (“merger agreement”) with Halcón Resources Corporation (“Halcón”), Leopard Sub I, Inc., a wholly-owned subsidiary of Halcón (“Merger Sub”), and Leopard Sub II, LLC, a wholly-owned subsidiary of Halcón (“Second Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a direct wholly owned subsidiary of Halcón, and shortly thereafter the Company will merge with and into Second Merger Sub, with Second Merger Sub surviving as a direct wholly owned subsidiary of Halcón. The per share consideration to be paid to GeoResources’ stockholders is fixed in the merger agreement at (i) $20.00 in cash and (ii) 1.932 shares of Halcón common stock for each issued and outstanding share of GeoResources’ common stock. Any outstanding and unexercised warrants to purchase GeoResources common stock such as those held by you will be assu

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THIRD AMENDMENT OF LEASE
Lease • August 14th, 2007 • Georesources Inc • Crude petroleum & natural gas

THIS THIRD AMENDMENT OF LEASE (this “THIRD Amendment”) dated this 28th day of June, 2004, is by and between 475 - 17TH STREET, CO., a Limited Partnership (“Landlord”) and Collis P. Chandler, III, (“Tenant”).

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AMENDED AND RESTATED SECURED TERM LOAN AND REVOLVING CREDIT AGREEMENT THIS AMENDED AND RESTATED SECURED TERM LOAN AND REVOLVING CREDIT AGREEMENT, made as of September 1, 1995, is by and between GEORESOURCES, INC., a Colorado corporation (herein called...
Secured Term Loan and Revolving Credit Agreement • November 14th, 1995 • Georesources Inc • Crude petroleum & natural gas • Montana
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FIRST AMENDMENT TO LEASE
Lease • March 12th, 2010 • Georesources Inc • Crude petroleum & natural gas

This FIRST AMENDMENT TO LEASE (“First Amendment”) is made this 29th day of January, 2010 by and between Cypress Court Operating Associates, Limited Partnership, a New Mexico limited partnership (“Landlord”) and Southern Bay Energy, L.L.C., a Texas limited liability company (“Tenant”).

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AMENDMENT TO EXPLORATION AND DEVELOPMENT AGREEMENT NEW HOME II PROJECT
Exploration and Development Agreement • August 6th, 2010 • Georesources Inc • Crude petroleum & natural gas

This Amendment to Exploration and Development Agreement (hereinafter “Amendment”) is made and entered into effective February 2, 2010, by and between G3 Energy, LLC hereinafter referred to as “G3”, whose address is 475 17th Street, Suite 1210, Denver, CO 80202, and Resolute Northern Rockies, LLC hereinafter referred to as “Participant” whose address is 1675 Broadway, Suite 1950, Denver, CO 80202.

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