Stratex Oil & Gas Holdings, Inc. Sample Contracts

SPLIT-OFF AGREEMENT
Split-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”).

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AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement 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 AGREEMENT
Executive Employment Agreement • April 16th, 2014 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • New York

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of April 11, 2014 (the “Effective Date”), is by and between Stratex Oil & Gas Holdings, Inc. (the “Company”) and Jeffrey Robinson (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 3rd, 2014 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • Connecticut

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 1, 2014 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Michael A. Cederstrom, an individual residing in the State of Utah ("Executive").

AMENDED AND RESTATED NOTE AND SECURITY AGREEMENT
Note and Security Agreement • July 23rd, 2014 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • Delaware

This Amended and Restated Note and Security Agreement (this "Note and Agreement") amends and restates, and is in substitution and replacement for, but not in payment of, that certain Note and Security Agreement dated May 6, 2014, by Makers and Payee in the original principal amount of $3,000,000 (the "Existing Note and Agreement"). The outstanding indebtedness evidenced by the Existing Note and Agreement is continuing indebtedness, and nothing herein shall be deemed to constitute a payment, settlement, extinguishment, cancellation or novation of the indebtedness under the Existing Note and Agreement. All amounts outstanding under the Existing Note and Agreement shall be automatically transferred to, and shall be deemed to be outstanding under this Note and Agreement. Payeehas agreed to modify the Existing Note and Agreement on the terms set forth in this Note and Agreement for good and valuable consideration.

STRATEX OIL & GAS HOLDINGS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • September 19th, 2014 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas

This Stock Option Agreement (this "Agreement") is effective as of September 15, 2014 (the "Option Grant Date") by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation (the "Company") and Michael J. Thurz, an individual residing in the State of Connecticut (the "Optionee"). The Optionee and the Company hereby agree as follows:

Agreement and Plan of Merger
Agreement and Plan of Merger • May 7th, 2014 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • Nevada

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 6, 2014, is made and entered into by and among STRATEX OIL & GAS HOLDINGS, INC., a Colorado corporation (the "Parent"), RICHFIELD ACQUISITION CORP., a Nevada corporation and a direct wholly owned subsidiary of Parent ("Merger Sub" and, together with Parent, the "Parent Entities"), and RICHFIELD OIL & GAS COMPANY, a Nevada corporation ("Company") with reference to the following facts:

JOINT DEVELOPMENT AGREEMENT
Joint Development Agreement • December 10th, 2013 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • Connecticut

THIS JOINT DEVELOPMENT AGREEMENT (hereinafter, the “Agreement”) is made as of the 3rd day of December, 2013, by and between EAGLEFORD ENERGY INC., an Ontario, Canada corporation (“Eagleford”), its wholly-owned subsidiary, EAGLEFORD ENERGY, ZAVALA INC., a Nevada corporation (“Zavala”) and STRATEX OIL AND GAS HOLDINGS, INC., a Colorado corporation (hereinafter, the “Stratex”).

JOINT DEVELOPMENT AGREEMENT
Joint Development Agreement • April 16th, 2014 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • Texas

THIS JOINT DEVELOPMENT AGREEMENT (“Agreement”) is dated as of April 11, 2014 (the “Execution Date”), by and among Quadrant Resources LLC, a Florida limited liability company (“Participant”), Eagleford Energy, Zavala Inc., a Nevada corporation (“EEZ”), and Stratex Oil & Gas Holdings, Inc., a Colorado corporation (“Stratex”). Each of Participant, EEZ, and Stratex may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

SERIES B WARRANT TO PURCHASE COMMON STOCK OF STRATEX OIL & GAS HOLDINGS, INC.
Stratex Oil & Gas Holdings, Inc. • June 12th, 2014 • Crude petroleum & natural gas • Connecticut

This Warrant is issued in connection with the issuance to the Registered Holder of a 12% Series B Senior Secured Convertible Promissory Note dated as of ________, 2014 (the "Promissory Note") and in connection with that certain Subscription Agreement between the Company and the Registered Holder dated as of ________, 2014 (the "Subscription Agreement"). The Registered Holder of this Warrant is subject to the terms and conditions set forth in the Subscription Agreement.

VOTING AGREEMENT
Voting Agreement • May 7th, 2014 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • Nevada

THIS VOTING AGREEMENT is entered into as of May 6, 2014, by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation ("Parent"), Richfield Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and each of the undersigned stockholders (each a "Stockholder" and collectively, the "Stockholders") of Richfield Oil & Gas Company, a Nevada corporation (the "Company").

FIRST AMENDMENT TO JOINT DEVELOPMENT AGREEMENT
Joint Development Agreement • January 27th, 2014 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas

THIS FIRST AMENDMENT TO JOINT DEVELOPMENT AGREEMENT (hereinafter, the “First Amendment”) is made as of the 24th day of January, 2014, by and between EAGLEFORD ENERGY INC., an Ontario, Canada corporation (“Eagleford”), its wholly-owned subsidiary, EAGLEFORD ENERGY, ZAVALA INC., a Nevada corporation (“Zavala”) and STRATEX OIL AND GAS HOLDINGS, INC., a Colorado corporation (hereinafter, the “Stratex”).

SEPARATION AND MUTUAL RELEASE
Separation and Mutual Release • May 1st, 2015 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • Utah

This Separation and Mutual Release Agreement ("Agreement") is made between Alan Gaines ("Gaines") and Stratex Oil & Gas Holdings, Inc. ("Stratex") with an effective date of April 28, 2015 ("Effective Date"). (Gaines and Stratex may sometimes hereafter be referred to collectively as the "Parties or individually as a "Party.")

OIL AND GAS LEASE
Stratex 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:

AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • March 31st, 2014 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • Connecticut

This Amendment to Consulting Agreement (this "Amendment") is made effective as of the 20th day of December, 2013 (the "Effective Date"), by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation (the "Company") with offices located at 30 Echo Lake Road, Watertown CT 06795 (the "Premises") and Alan Gaines, an individual residing at 23 Cardinal Road, Weston CT 06883 (the "Consultant").

JOINT DEVELOPMENT AGREEMENT Gunsmoke Prospect Ford County, Kansas
Joint Development Agreement • September 12th, 2014 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • Texas

This Joint Development Agreement (“JDA”) is made by and between Eagle Oil & Gas Co. (“Eagle”), and Eagle Dodge City Partners, LP (“EDC”), each of whose address is 5950 Berkshire Lane, Suite 1100, Dallas, Texas 75225-5854 (collectively, the “Eagle Group”), and Stratex Oil & Gas Holdings, Inc. (“Stratex”), whose address is 30 Echo Lake Road, Watertown, Connecticut 06795. The Eagle Group and Stratex may each be referred to individually as a “Party” and, collectively, as the “Parties.”

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 26th, 2012 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • Connecticut

This Purchase and Sale Agreement (the “Agreement”) is made and entered into this ____day of October, 2012 and made effective on the 1st day of November, 2012 (the “Effective Date”), between Fortuna Energy, Inc, whose address is 4848 Hwy 84 #110, Williston, ND 58801 (“SELLER”); and Stratex Oil & Gas, Inc (“BUYER”), whose address is 30 Echo Lake Road, Watertown, Connecticut 06795. SELLER and BUYER collectively hereafter referred to as the “Parties” or individually as a “Party”.

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 23rd, 2014 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • Nevada

This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is entered into as of July 17, 2014 by and among STRATEX OIL & GAS HOLDINGS, INC., a Colorado corporation (the “Parent”), RICHFIELD ACQUISITION CORP., a Nevada corporation (“Merger Sub”), and RICHFIELD OIL & GAS COMPANY, a Nevada corporation (the “Company”).

EMPLOYMENT AGREEMENT SECOND AMENDMENT
Employment Agreement • January 22nd, 2015 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Stephen P. Funk , an individual residing in the State of Connecticut ("Executive"), hereby amends the Employment Agreement dated April 1, 2012 and the First Amendment to the Employment Agreement dated November 26, 2013.

EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • January 22nd, 2015 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas

AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Matthew S. Cohen, an individual residing in the State of New York ("Executive") hereby amends the Employment Agreement dated August 8, 2014.

EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2015 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas

AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Michael J. Thurz, an individual residing in the State of Connecticut ("Executive"), hereby amends the Employment Agreement dated September 15, 2014.

EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • January 22nd, 2015 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas

AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Alan Gaines, an individual residing in the State of California ("Executive") hereby amends the Employment Agreement dated May 5, 2014.

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AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 31st, 2014 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • New York

This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is entered into as of the ___ day of November, 2013, by and among Stratex Oil & Gas, Inc. (the “Company”), Stephen P. Funk (the “Executive”) and, solely with respect to Sections 3(c) and 3(d), Stratex Oil & Gas Holdings, Inc. (“Holdings”). This Amendment shall be deemed effective as of November 14, 2013.

THE JEFFREY LEASE PURCHASE, PARTICIPATION AND OPERATIONS AGREEMENT BY AND BETWEEN STRATEX OIL & GAS, INC. AND MESA RESOURCES, INC. NOVEMBER 22, 2013
Jeffrey Lease • December 3rd, 2013 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas

This Purchase, Participation and Operations Agreement (this “Agreement”) is entered into this 22nd day of November, 2013 by and between Stratex Oil & Gas, Inc. (“Stratex” or “Buyer”), a Colorado Corporation whose address is 30 Echo Lake Road, Watertown, Connecticut 06795 and Mesa Resources, Inc. (“Mesa” or “Seller”), a Nevada Corporation whose address is 2140 E. Southlake Boulevard, Suite L-640, Southlake, Texas 76092. Stratex and Mesa may hereinafter be referred to collectively as the Parties or individually as a Party.

February 27, 2012
Stratex Oil & Gas Holdings, Inc. • February 27th, 2013 • Crude petroleum & natural gas
AGREEMENT OF PURCHASE AND SALE
Purchase 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").

CONSULTING AGREEMENT
Consulting Agreement • February 27th, 2013 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • Delaware

This agreement is made the El", day otz1345. 2011, by and between Stratex Oil & Gas, Inc., a Delaware Corporation located at 888 Seventh Avenue 12th Floor, New York, NY 10019 (hereinafter "SOG"), and Geoval LLC, located at (hereinafter "GEOVAL").

EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • January 22nd, 2015 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas

AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Michael A. Cederstrom, an individual residing in the State of Utah ("Executive"), hereby amends the Employment Agreement dated December 1, 2014.

NOTE PURCHASE AGREEMENT
Note 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”).

Contract
Stratex Oil & Gas Holdings, Inc. • May 7th, 2014 • Crude petroleum & natural gas • Nevada
CONSULTING AGREEMENT
Consulting Agreement • October 18th, 2013 • Stratex Oil & Gas Holdings, Inc. • Crude petroleum & natural gas • Connecticut

This Consulting Agreement (this “Agreement”) is made effective as of the 15th day of October, 2013 (the “Effective Date”), by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation (the “Company”) with offices located at 30 Echo Lake Road, Watertown CT 06795 (the “Premises”) and Alan Gaines, an individual residing at 23 Cardinal Road, Weston CT 06883 (the “Consultant”).

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