SPLIT-OFF AGREEMENTSplit-Off Agreement • July 12th, 2012 • Stratex Oil & Gas Holdings, Inc. • Services-automotive repair, services & parking • Delaware
This SPLIT-OFF AGREEMENT, dated as of July 3, 2012 (this “Agreement”), is entered into by and among Stratex Oil & Gas Holdings, Inc., a Colorado corporation (“Seller”), PMB Holdings, Inc., a Nevada corporation and a wholly-owned subsidiary of Seller (“Split-Off Subsidiary”) and Allan Ligi (“Buyer”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • July 12th, 2012 • Stratex Oil & Gas Holdings, Inc. • Services-automotive repair, services & parking • Delaware
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on July 3, 2012, by and among Stratex Oil & Gas Holdings, Inc., a Colorado corporation (“Parent”), Stratex Acquisition Corp., a Colorado corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Stratex Oil & Gas, Inc., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 12th, 2012 • Stratex Oil & Gas Holdings, Inc. • Services-automotive repair, services & parking • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of April 1, 2012 (the “Effective Date”), is by and between Stratex Oil & Gas, Inc. (the “Company”) and Timothy Kelly (the “Executive”).
OIL AND GAS LEASEStratex Oil & Gas Holdings, Inc. • July 12th, 2012 • Services-automotive repair, services & parking
WITNESSETH, That the Lessor, for and in considerationof Ten and more ($10.00+) DOLLARS cash in hand paid, the receipt of which is hereby acknowledged, and the covenants and agreements hereinafter contained, has granted, demised, leased and let, and by these presents does grant, demise, lease and let exclusively unto the said Lessee, the land hereinafter described, with the exclusive right for the purpose of mining exploring by geophysical and other methods, and operating for and producing therefrom oil and all gas of whatsoever nature or kind, specifically induding coalbed methane and any and all substances produced in association therewith from coal-bearing formations, with rights of way and easements for laying pipe lines, and erection of structures thereon to produce, save and take care of said products, all that certain tract of land situated in the County of Williams, State of North Dakota, described as follows, to-wit:
AGREEMENT OF PURCHASE AND SALEPurchase and Sale Agreement • July 12th, 2012 • Stratex Oil & Gas Holdings, Inc. • Services-automotive repair, services & parking
THIS AGREEMENT is made and entered into, by and between B&R Development, Inc., 1925 Grand Ave Suite 126, Billings, Montana 59102 ("SELLER") and Stratex Oil and Gas, Inc., 30 Echo Lake Road, Watertown, Connecticut 06795 ("BUYER").
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 12th, 2012 • Stratex Oil & Gas Holdings, Inc. • Services-automotive repair, services & parking • New York
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the __ day of October, 2011 by and between Stratex Oil & Gas, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and, collectively, the “Investors” and, with respect to a particular Investor, the Investors other than such Investor, the “Other Investors”).
