SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2010 • Miller Petroleum Inc • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____ between Miller Petroleum, Inc. a Tennessee corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
IN WITNESS WHEREOF, the parties have executed this Agreement on this 31st day of August, 2000. MILLER PETROLEUM, INC. By: /s/Deloy Miller Its: CEO NAMI RESOURCES COMPANY, LLC By: /s/Nami Its: Managing MemberPurchase and Sale Agreement • May 29th, 2001 • Miller Petroleum Inc • Crude petroleum & natural gas
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT (the "Plan") is made this 20th day of December, 1996, between Triple Chip Systems, Inc., a Delaware corporation ("Triple Chip"), Miller Petroleum, Inc., a Tennessee corporation ("Miller Petroleum"),...Agreement and Plan of Reorganization • January 15th, 1997 • Triple Chip Systems Inc • Services-business services, nec • Delaware
Exhibit 10-1 CREDIT AGREEMENT dated as of May 4, 2005 among MILLER PETROLEUM, INC., as Borrower, MPC, INC., as Guarantor,Credit Agreement • May 13th, 2005 • Miller Petroleum Inc • Crude petroleum & natural gas • Texas
ContractMiller Petroleum Inc • April 25th, 2006 • Crude petroleum & natural gas • Texas
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THE CREDIT AGREEMENT DATED AS OF MAY 4, 2005, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
COMMON STOCK PURCHASE WARRANT MILLER PETROLEUM, INC.Miller Petroleum Inc • July 28th, 2010 • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Miller Petroleum, Inc., a Tennessee corporation (the “Company”), up to ______ shares (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).
CREDIT AGREEMENT dated as of June 2, 2014 among MILLER ENERGY RESOURCES, INC., as Borrower, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, and The Lenders Party Hereto KEYBANK NATIONAL ASSOCIATION Lead Arranger and Book RunnerCredit Agreement • June 6th, 2014 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • New York
Exhibit 10.10 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THE CREDIT AGREEMENT DATED AS OF MAY 4, 2005,...Miller Petroleum Inc • May 13th, 2005 • Crude petroleum & natural gas • Texas
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2010 • Miller Petroleum Inc • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 26, 2010, between Miller Petroleum, Inc., a Tennessee corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2013 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • Tennessee
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of July 29, 2013 (the “Agreement Date”), for the period commencing on May 1, 2013 (the “Start Date”) by and between MILLER ENERGY RESOURCES, INC., a Tennessee corporation (the “Company”), and KURT C. YOST (“Executive”).
750,000 Shares MILLER ENERGY RESOURCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2014 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • New York
Miller Energy Resources, Inc., a Tennessee corporation (the “Company”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the public through MLV & Co. LLC (“MLV”), who is acting as the representative of the several underwriters (the “Underwriters”) named in Schedule I hereto, on a best efforts basis, 750,000 shares (the “Securities”) of the Company’s 10.5% Series D Fixed Rate/Floating Rate Cumulative Redeemable Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”).
Exhibit 10.8 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THE CREDIT AGREEMENT DATED AS OF MAY 4, 2005, NEITHER...Miller Petroleum Inc • May 13th, 2005 • Crude petroleum & natural gas • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2011 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • Tennessee
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 9, 2011 by and between MILLER ENERGY RESOURCES, INC., a Tennessee corporation (the “Company”), and DAVID J. VOYTICKY (“Executive.
EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2006 • Miller Petroleum Inc • Crude petroleum & natural gas • Georgia
This Employment Agreement ("Agreement") is made as of February 21 2006 by and between Miller Petroleum Inc., a Tennessee Corporation (the "Company"), and Ernest Payne. (hereinafter, the "Executive").
MILLER ENERGY RESOURCES, INC. Common Stock (par value $0.0001 per share) Preferred Stock (par value $0.0001 per share)Common Stock • October 12th, 2012 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • New York
MILLER ENERGY RESOURCES, INC., a Tennessee corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC (“MLV”), as follows:
COMMON STOCK PURCHASE WARRANTMiller Energy Resources, Inc. • July 14th, 2014 • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER] (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 [DATE] (the “Initial Exercise Date”) and on or prior to the close of business on the Termination Date (as defined herein) but not thereafter, to subscribe for and purchase from Miller Energy Resources, Inc., a Tennessee corporation (the “Company”), up to [AMOUNT] shares in the aggregate (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “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). This Warrant is being issued in connection with a Consulting Agreement, dated [DATE] (the “Consulting Agreement”) between the Company and the Holder, as consultant.
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2015 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • Tennessee
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 25, 2015 (the “Agreement Date”), with and starting date of April 6, 2015 (the “Start Date”) by and among MILLER ENERGY RESOURCES, INC., a Tennessee corporation (the “Company”), PHILLIP G. ELLIOTT (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2008 • Miller Petroleum Inc • Crude petroleum & natural gas • Tennessee
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 1, 2008 by and between MILLER PETROLEUM, INC., a Tennessee corporation (the “Company”), and SCOTT M. BORUFF (“Executive”).
Lessor: Lessee: FIRST NATIONAL CAPITAL, LLC MILLER ENERGY RESOURCES, INC., AND ALL AFFILIATES AND SUBSIDIARIES By: /s/ Keith Duggan By: /s/ Scott M. Boruff Name: Keith Duggan Name: Scott M. Boruff Title: Manager Title: Chief Executive OfficerMiller Energy Resources, Inc. • May 14th, 2014 • Crude petroleum & natural gas
Exhibit 10.11 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 4, 2005, by and among MILLER PETROLEUM, INC., a Tennessee corporation, with its headquarters located at 3651 Baker Highway, Huntsville,...Registration Rights Agreement • May 13th, 2005 • Miller Petroleum Inc • Crude petroleum & natural gas • New York
Section 1 Compensation PlanConsultant Compensation Agreement • January 15th, 1997 • Triple Chip Systems Inc • Services-business services, nec • Delaware
CONSULTING AGREEMENTConsulting Agreement • July 28th, 2010 • Miller Petroleum Inc • Crude petroleum & natural gas • California
This Consulting Agreement (the “Agreement”) is made as of this 12th day of March 2010 by and between Bristol Capital, LLC, a Delaware limited liability company with principal offices at 6353 W. Sunset Boulevard, Suite 4006, Hollywood, California 90028 (“Consultant”) and Miller Petroleum, Inc., a Tennessee corporation with its principal place of business at 3651 Baker Highway, Huntsville, TN 37756 (the “Company”).
MILLER PETROLEUM, INC. CONFIDENTIAL OFFERING MEMORANDUM SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement") is entered into by and between Miller Petroleum, Inc., a Tennessee corporation (the "Company"), and the undersigned subscriber...Confidential Offering Memorandum Subscription Agreement • May 29th, 2001 • Miller Petroleum Inc • Crude petroleum & natural gas • Tennessee
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 26th, 2013 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • Tennessee
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of July 22, 2013 by and between MILLER ENERGY RESOURCES, INC., a Tennessee Corporation (the “Company”), and Catherine A. Rector (“Executive”).
Employment AgreementEmployment Agreement • October 9th, 2014 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • Tennessee
This Employment Agreement (hereinafter referred to as "Agreement") is entered into as of October 7, 2014 (the “Effective Date”), by and between Miller Energy Resources, Inc., a corporation organized and existing under the laws of the State of Tennessee, and all of its subsidiaries, with its principal place of business at 9721 Cogdill Road, Suite 302 Knoxville, Tennessee 37932 (hereinafter referred to collectively as the "Company"), and David M. Hall residing at [REDACTED] (the “Employee”).
Re: Amendment No. 6 (this “Amendment”)Loan Agreement • August 5th, 2013 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • New York
We refer to that certain Loan Agreement dated as of June 29, 2012 (as heretofore amended or otherwise modified, the “Loan Agreement”), by and among Miller Energy Resources, Inc., a Tennessee corporation (the “Borrower”), the financial institutions party thereto from time to time as Lenders and Apollo Investment Corporation, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Loan Agreement, as amended hereby. References herein to any Section shall be to a Section of the Loan Agreement, as amended hereby, unless otherwise specifically provided.
EXTENSION AGREEMENTExtension Agreement • June 6th, 2014 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • Tennessee
This EXTENSION AGREEMENT (this “Agreement”) is made as of June 3, 2014 by and among MILLER ENERGY RESOURCES, INC., a Tennessee corporation (the “Company”), and DAVID J. VOYTICKY (“Executive”).
ContractMiller Petroleum Inc • December 23rd, 2009 • Crude petroleum & natural gas • Tennessee
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
WIND MILL OIL & GAS, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 22nd, 2006 • Miller Petroleum Inc • Crude petroleum & natural gas • Delaware
This Wind Mill Oil & Gas, LLC Limited Liability Company Agreement (hereinafter referred to as the "Agreement") is made as of this 23rd day of December 2005 (the “Effective Date”) by and among Wind City Oil & Gas, LLC, a Delaware limited liability company (“WC”) and Miller Petroleum, Inc., a Tennessee corporation (“MP”) (hereinafter referred to collectively as the "Members" and individually as a "Member") and Wind Mill Oil & Gas, LLC, a Delaware limited liability company (hereinafter referred to as "Company").
Amendment to Employment AgreementEmployment Agreement • September 12th, 2008 • Miller Petroleum Inc • Crude petroleum & natural gas • Tennessee
This Amendment to Employment Agreement entered into on September 9, 2008 is by and between Miller Petroleum, Inc., a Tennessee corporation (the “Company”) and Scott M. Boruff (“Executive”).
GUARANTEE AND COLLATERAL AGREEMENT dated as of June 13, 2011 among MILLER ENERGY RESOURCES, INC. and THE OTHER PARTIES HERETO, as Grantors, and GUGGENHEIM CORPORATE FUNDING, LLC as Administrative AgentGuarantee and Collateral Agreement • June 17th, 2011 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 13, 2011, made by MILLER ENERGY RESOURCES, INC., a Tennessee corporation (the “Borrower”) and each Subsidiary of the Borrower signatory hereto (together with Borrower and any other Person that becomes a party hereto as provided herein, each, a “Grantor” and collectively, the “Grantors”), in favor of Guggenheim Corporate Funding, LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
LOAN AGREEMENTLoan Agreement • June 17th, 2011 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • New York
This LOAN AGREEMENT is entered into as of June 13, 2011, among MILLER ENERGY RESOURCES, INC., a Tennessee corporation (together with its successors and permitted assigns, “Borrower”), the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and permitted assigns, are hereinafter referred to individually as a “Lender” and collectively as the “Lenders”), and GUGGENHEIM CORPORATE FUNDING, LLC, a Delaware limited liability company, as arranger and administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, “Administrative Agent”).
The DIMIRAK Companies DIMIRAK FINANCIAL CORP. DIMIRAK SECURITIES CORP. MARKETING AGREEMENTMarketing Agreement • July 28th, 2010 • Miller Petroleum Inc • Crude petroleum & natural gas • California
This Marketing Agreement (the “Agreement”) dated as of August 1, 2009 between MILLER Energy Resources, Inc., (the “Offeror”) and The Dimirak Companies, an affiliate of DIMIRAK Financial Corp. and Dimirak Securities Corp. (collectively, “Dimirak”) relates to the Offeror hiring Dimirak, as marketing agent, to sell $20,000,000 of MER Income and $25,500,000 of MER Drilling offered by the Offeror (the “Offering”) pursuant to a private placement of securities (the “Private Placement”) under Regulation D of the Securities and Exchange Act of 1933, as amended using the Private Placement Memorandum (a “PPM”) attached hereto as Exhibit A.
ESCROW AGREEMENTEscrow Agreement • March 22nd, 2010 • Miller Petroleum Inc • Crude petroleum & natural gas • Tennessee
This Escrow Agreement (“Agreement”) is made and entered into this ____ day of _____________, 2010, by and among Miller Petroleum, Inc. (“Miller”), Miller Energy Income 2009-A, L.P. (“Income Fund”) and Lacy, Price & Wagner, P.C. (“Escrow Agent”).
ContractMiller Petroleum Inc • March 17th, 2011 • Crude petroleum & natural gas
COOK INLET ENERGY, LLC (“CIE”), an Alaska limited liability company, (a wholly owned subsidiary of Miller Petroleum, Inc., dba Miller Energy Resources, a Tennessee corporation), as Principal, whose address is 601 West 5th Avenue, Suite 310, Anchorage, Alaska 99501, is held and firmly bound unto the State of Alaska, Department of Natural Resources (“DNR”), for the sums and commitments specified in this Performance Bond Agreement and its amendments (if any) (“Agreement”). This Agreement is dated effective as of December 1, 2009, and is entered into, by the STATE OF ALASKA (“the State”), acting by and through DNR, and CIE, collectively referred to as “the Parties.”
