MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT DATED MAY 21, 1997 FROM TEXOIL COMPANY (MORTGAGOR AND DEBTOR) TO GARY MILAVEC, TRUSTEE AND RIMCO PARTNERS, L.P., RIMCO PARTNERS, L.P. II, RIMCO PARTNERS,...Texoil Inc /Nv/ • July 3rd, 1997 • Crude petroleum & natural gas • New York
ARTICLE II AMENDMENT TO PLEDGE AGREEMENTPledge Agreement • July 3rd, 1997 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
EXHIBIT 2.2 EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is dated as of January 1, 1998 (the "Effective Date") and is entered into by and between Texoil, Inc., a Nevada corporation (the "Company"), and Frank A....Executive Employment Agreement • January 9th, 1998 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
EXHIBIT 10.2 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), is made by and between Texoil, Inc., a Nevada corporation, with its principal place of business in Houston, Texas (the "Company"), and John...Non-Qualified Stock Option Agreement • April 9th, 1998 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
AGREEMENTSNote Purchase Agreement • March 29th, 1999 • Texoil Inc /Nv/ • Crude petroleum & natural gas • New York
EXHIBIT 10.20 PURCHASE AND SALE AGREEMENT WITNESSETH THIS PURCHASE AND SALE AGREEMENT, made as of this __ day of August, 2000 ("Agreement"), between EEX Operating, L.P., by and through EEX Corporation, a Texas corporation, as General Partner, and EEX...Purchase and Sale Agreement • December 22nd, 2000 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
ARTICLE I DEFINITIONSCredit Agreement • March 29th, 1999 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
RE: Texoil Company's 1994 Seismic and Exploration Joint Venture Gentlemen: When accepted by you, this letter shall evidence the agreement between you ("3DX" for purposes of this agreement) and Texoil Company ("Tcxoil" for purposes of this agreement)...Texoil Inc /Nv/ • April 9th, 1998 • Crude petroleum & natural gas
ARTICLE 1 DEFINITIONSStock Purchase Agreement • April 9th, 1998 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
EXHIBIT 7.1 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • October 13th, 1999 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
ARTICLE 1 OPTION GRANTStock Option Agreement • March 31st, 1997 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
RECITALS:Subordination Agreement • March 29th, 1999 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
Exhibit 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of November 10, 1999, is entered into by and between Texoil, Inc., a Nevada corporation (the "Company"), and Frank A. Lodzinski, an individual residing in...Employment Agreement • March 28th, 2000 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
EXHIBIT 2.3 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 26th, 2001 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
EXHIBIT 10.27 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,...Texoil Inc /Nv/ • April 9th, 1998 • Crude petroleum & natural gas • Texas
RECITALSStock Purchase Agreement • January 24th, 2001 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
AGREEMENTSRegistration Rights Agreement • July 3rd, 1997 • Texoil Inc /Nv/ • Crude petroleum & natural gas • New York
EXHIBIT 2.4 TENDER AND VOTING AGREEMENT TENDER AND VOTING AGREEMENT (this "AGREEMENT"), dated as of January 18, 2001, by and between Ocean Energy, Inc., a Texas corporation ("PARENT"), OEI Acquisition Corp. (the "PURCHASER"), a Nevada corporation and...Tender and Voting Agreement • January 26th, 2001 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of November 10, 1999, is entered into by and between Texoil, Inc., a Nevada corporation (the "Company"), and Francis M. Mury, an individual residing in Houston,...Employment Agreement • March 28th, 2000 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
EXHIBIT 2.5 TENDER AGREEMENT TENDER AGREEMENT (this "AGREEMENT"), dated as of January 18, 2001, by and between Ocean Energy, Inc., a Texas corporation ("PARENT"), OEI Acquisition Corp. (the "PURCHASER"), a Nevada corporation and a wholly-owned...Tender Agreement • January 26th, 2001 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
R E C I T A L S:Credit Agreement • March 28th, 2000 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
TEXOIL, INC.Texoil Inc /Nv/ • January 9th, 1998 • Crude petroleum & natural gas
RECITALS:Texoil Inc /Nv/ • May 12th, 1998 • Crude petroleum & natural gas • Texas
RECITALS:Co-Sale Agreement • May 12th, 1998 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
ARTICLE IAssignment and Acceptance Agreement • April 9th, 1998 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
EXHIBIT 10.6 TEXOIL, INC. NON-QUALIFIED STOCK OPTION AGREEMENT TEXOIL, INC., a Nevada corporation (the "COMPANY"), hereby grants to WALTER L. WILLIAMS (the "OPTIONEE") a non-qualified stock option (the "OPTION") to purchase a total of 50,000 shares...Non-Qualified Stock Option Agreement • April 9th, 1998 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
R E C I T A L S:Credit Agreement • March 28th, 2000 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SUBSIDIARYGuaranty Agreement • January 9th, 1998 • Texoil Inc /Nv/ • Crude petroleum & natural gas • New York
RECITALS:Registration Rights Agreement • May 12th, 1998 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
1 EXHIBIT (a)(2) [TEXOIL LETTERHEAD] January 24, 2001 Texoil, Inc. 110 Cypress Station Drive, Suite 220 Houston, TX 77090 Dear Stockholder: We are pleased to inform you that on January 18, 2001 Texoil, Inc. ("Texoil") entered into an Agreement and...Texoil Inc /Nv/ • January 24th, 2001 • Crude petroleum & natural gas
THIRD AMENDMENT TO STANDARD OFFICE BUILDING LEASE AGREEMENT RECITALS:Office Building Lease Agreement • March 28th, 2000 • Texoil Inc /Nv/ • Crude petroleum & natural gas
EXHIBIT 10.5 SECOND AMENDMENT OF STANDARD OFFICE BUILDING LEASE AGREEMENTLease Agreement • March 28th, 2000 • Texoil Inc /Nv/ • Crude petroleum & natural gas
TEXOIL, INC. EXHIBIT 10.8 1995 STOCK COMPENSATION PLAN PARTICIPATION AGREEMENT TEXOIL, INC., a Nevada corporation (the "Company"), hereby enters into this Participation Agreement (the "Agreement") with Ruben Medrano (the "Participant") regarding his...Participation Agreement • November 14th, 1995 • Texoil Inc /Nv/ • Crude petroleum & natural gas
EXHIBIT 10.3 SUBLEASE AGREEMENT This Sublease is entered into by and between Presidio Exploration, Inc., a Colorado corporation ("Sublessor"), and Texoil Co. ("Sublessee"), as of January 1, 1990. WHEREAS, Home Petroleum Corporation ("Home") was the...Sublease Agreement • April 9th, 1998 • Texoil Inc /Nv/ • Crude petroleum & natural gas • Texas
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP CLIFFWOOD ACQUISITION - 1998 LIMITED PARTNERSHIP DATED AS OF MAY 4, 1998Texoil Inc /Nv/ • May 12th, 1998 • Crude petroleum & natural gas • Texas
