EXHIBIT 10.3 SERVICES AGREEMENT THIS AGREEMENT is dated for reference the 10 day of April, 2003, BETWEEN: POKER.COM INC., having an office at 630 - 1188 West Georgia Street, Vancouver, British Columbia V6E 4A2 (the "Company") AND: MR. RANDY PETERSON,...Services Agreement • August 8th, 2003 • Poker Com Inc • Services-business services, nec
EXHIBIT 10.1 ASSET PURCHASE & ASSIGNMENT AGREEMENT THIS AGREEMENT dated the 13 day of February 2003. BETWEEN: BLUE DIAMOND INTERNATIONAL CAPITAL INC. (herein called the "VENDOR")Assignment Agreement • August 8th, 2003 • Poker Com Inc • Services-business services, nec • Washington
Contract # 49835-0 Client PO # Campaign: 49835_upfront2000_poker.com_04/01/00-03/31/00 Printed On October 18, 1999 ----- ------------------------------------------------------------------------------- ------------------------------------------------...Poker Com Inc • March 27th, 2000 • Services-business services, nec
Exhibit 6.2 Memorandum of Agreement Entered into this 30/th/ day of September, 1999. by and between Poker.com,Inc ("Pker") and Antico Holdings SA ("Antico") (in course of formation) Whereas i) Pker has acquired from UniNet Technology Inc the world...Memorandum of Agreement • January 28th, 2000 • Poker Com Inc
Exhibit 6.1 MEMORANDUM OF AGREEMENT Executed as of the 16/th/ day of July, 1999 Between Uninet Technologies ("Uninet") and Thermal Ablation Technologies Corporation ("Thermal") a public company trading on the OTC.BB 1. Uninet warrants and represents...Memorandum of Agreement • January 28th, 2000 • Poker Com Inc
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 19th, 2023 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of April 18, 2023 (the “Effective Date”), by and between Viking Energy Group, Inc., a Nevada corporation (“Viking”), and Camber Energy, Inc., a Nevada corporation (“Camber” and together with Viking, the “Parties”), and amends that certain Agreement and Plan of Merger, dated as of February 15, 2021, by and between Viking and Camber (the “Merger Agreement”).
GUARANTY January 24, 2022Viking Energy Group, Inc. • January 28th, 2022 • Crude petroleum & natural gas • Texas
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • June 30th, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
This AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT, dated as of June 25, 2020 (this “Agreement”), is among Viking Energy Group, Inc., a Nevada corporation (the “Debtor”), and Camber Energy, Inc., a Nevada corporation (“Camber”), the holder of the Debtor’s 10.5% Secured Promissory Notes, in the original aggregate principal amounts of $5,000,000 and $4,200,000 (collectively, the “Note”), Camber’s endorsees, transferees and assigns (collectively, the “Secured Party”) and is agreed and consented to by the Transaction Subsidiaries named in Recital A and signatory hereto. This Agreement amends and restates in its entirety that certain Security and Pledge Agreement entered into by and between Camber and the Debtor dated February 3, 2020, dealing with the subject matter hereof, but not that certain other Security and Pledge Agreement, dated as of the same date, entered into between Camber and the Debtor.
SECURITY AGREEMENTSecurity Agreement • December 28th, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Texas
This Security Agreement (the “Security Agreement”) is made as of December 22, 2020 by and between CAMBER ENERGY, INC., a Nevada corporation (the “Company”) whose principal address is 1415 Louisiana Street, Suite 3500, Houston, Texas 77002, and _______________________, a _________________________ (the “Secured Party”) whose principal address is _________________________. The Company and the Secured Party may be hereinafter referred to singularly as a “Party” or collectively as the “Parties”.
EXHIBIT 2Asset Purchase • February 20th, 2003 • Poker Com Inc • Services-business services, nec • Washington
SECURITY AGREEMENT-PLEDGE GENERAL RECITALS Identification of PartiesSecurity Agreement • January 28th, 2022 • Viking Energy Group, Inc. • Crude petroleum & natural gas
This is a Security Agreement-Pledge (the “Agreement”) dated as of January 24, 2022 (the “Effective Date”) between RESC, LLC, a Nevada limited liability company whose principal address is 14830 Kivett Ln, Reno, NV 89521, referred to in this Agreement as (“Pledgor”), and VIKING ENERGY GROUP, INC., a Nevada corporation whose principal address is 15915 Katy Freeway, Suite 450, Houston, Texas 77094, referred to in this Agreement as (“Secured Party”). Pledgor and Secured Party are sometimes hereinafter referred to together as the “Parties” and individually as a “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2019 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Delaware
This Employment Agreement (this “Agreement”) is entered into as of September 9, 2019 by and between Viking Energy Group, Inc., a Nevada corporation (the “Company”) and Mark S. Finckle (the “Employee”).
COMMON STOCK PURCHASE WARRANT VIKING ENERGY GROUP, INC. (FORMERLY VIKING INVESTMENTS GROUP, INC.)Viking Energy Group, Inc. • July 6th, 2017 • Crude petroleum & natural gas • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [name of holder] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time from the Initial Issuance Date (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 Viking Energy Group, Inc., a Nevada corporation (the “Company”), up to [insert number] shares (subject to adjustment hereunder, 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).
NEITHER THIS SECURITY NOR THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Viking Energy Group, Inc. • June 30th, 2020 • Crude petroleum & natural gas • Nevada
THIS 10.5% SECURED PROMISSORY NOTE is one of a series of duly authorized and validly issued 10.5% Promissory Notes of Viking Energy Group, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 15915 Katy Freeway, Suite 450, Houston, Texas, 77094, designated as its 10.5% Secured Promissory Note due February 3, 2022, subject to the extension rights set out herein (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENT dated as of June 25, 2020 by and between CAMBER ENERGY, INC. (PURCHASER) and VIKING ENERGY GROUP, INC. (COMPANY)Securities Purchase Agreement • June 30th, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of June 25, 2020, by and between VIKING ENERGY GROUP, INC., a Nevada corporation, (the “Company”), and CAMBER ENERGY, INC., a Nevada corporation, (the “Purchaser”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • June 30th, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
This SECURITY AND PLEDGE AGREEMENT, dated as of June 25, 2020 (this “Agreement”), is among Viking Energy Group, Inc., a Nevada corporation (“Viking”), and Camber Energy, Inc., a Nevada corporation (“Camber”) and is agreed and consented to by the Subsidiaries named in Recital A and signatory hereto.
SECURITY AGREEMENT-PLEDGE GENERAL RECITALS Identification of PartiesSecurity Agreement • December 28th, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas
This is a Security Agreement-Pledge (the “Agreement”) dated as of December 22, 2020 (the “Effective Date”) between CAMBER ENERGY, INC., a Nevada corporation whose principal address is 1415 Louisiana Street, Suite 3500, Texas 77002, referred to in this Agreement as “Pledgor”, and ________________________, a _______________________, whose principal address is ________________________, referred to in this Agreement as “Secured Party”. Pledgor and Secured Party are sometimes hereinafter referred to together as the “Parties” and individually as a “Party”.
OPERATING AGREEMENT of Viking Protection Systems, LLC (a Nevada limited liability company)Operating Agreement • February 15th, 2022 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
This Operating Agreement (this “Agreement”) is made and entered into and shall be effective as of the 9 day of February, 2022 (the “Effective Date”), by and among Viking Protection Systems, LLC, a Nevada limited liability company (the “Company”), and each other Person whose name is set forth on Exhibit A attached to this Agreement and has signed this Agreement, as the Members.
SECURITIES PURCHASE AGREEMENT by and among CAMBER ENERGY, INC. and VIKING ENERGY GROUP, INC. (COMPANY)Securities Purchase Agreement • January 13th, 2021 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of December 31, 2020, by and among VIKING ENERGY GROUP, INC., a Nevada corporation, (the “Company”), and CAMBER ENERGY, INC., a Nevada corporation, (the “Purchaser”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 1st, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
This First Amendment to Agreement and Plan of Merger (this “Agreement”), dated and effective as of May [ ], 2020 (the “Effective Date”), amends that certain Agreement and Plan of Merger dated February 3, 20201 (the “Plan of Merger”), by and between Viking Energy Group, Inc., a Nevada corporation (“Viking”), and Camber Energy, Inc., a Nevada corporation (“Camber”). Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Plan of Merger.
PURCHASE, SALE AND CAPITAL CONTRIBUTION AGREEMENTPurchase, Sale and Capital Contribution Agreement • May 15th, 2017 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Kansas
SHARE PURCHASE AGREEMENT Made as of August 6th, 2021 By and Among: VIKING ENERGY GROUP, INC. – and – SIMMAX CORP. – and – REMORA EQ LP – and – SIMSON- MAXWELL LTD.Share Purchase Agreement • August 9th, 2021 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Ontario
REMORA EQ LP, a limited partnership formed under the laws of the Province of Ontario, by its General Partner, Remora EQ GP Inc. (“Remora”)
ASSIGNMENT OF MEMBERSHIP INTERESTSAssignment of Membership Interests • June 30th, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Texas
This Assignment of Membership Interests (this “Assignment”), dated effective as of June 25, 2020 (the “Effective Date”), is entered into by and between Viking Energy Group, Inc., a Nevada corporation (“Viking”), and Camber Energy, Inc., a Nevada corporation (“Camber”).
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
This Third Amendment to Agreement and Plan of Merger (this “Agreement”), dated and effective as of June 25, 2020 (the “Effective Date”), amends that certain Agreement and Plan of Merger dated February 3, 20201, as amended by the First Amendment thereto dated on or around May 27, 20202 and the Second Amendment thereto dated on or around June 15, 20203 (as amended to date, the “Plan of Merger”), by and between Viking Energy Group, Inc., a Nevada corporation (“Viking”), and Camber Energy, Inc., a Nevada corporation (“Camber”). Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Plan of Merger. References in the quoted paragraphs of Section 1 hereof to “Agreement” refer to the Plan of Merger, whereas references to “Agreement” in the other Sections of this Agreement refer to this Third Amendment to Agreement and Plan of Merger.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 9th, 2021 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Ontario
THIS AGREEMENT is dated as of this 6th day of August, 2021 and is between Simson-Maxwell Ltd. (the “Corporation”), a Canadian federal corporation, and Viking Energy Group, Inc. (the “Subscriber”), a State of Nevada corporation.
FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 27th, 2021 • Viking Energy Group, Inc. • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is entered into and effective as of December 21, 2021 (the “Execution Date”), by and among RESC Renewables Holdings, LLC, a Nevada limited liability company (“Seller”), and Viking Energy Group, Inc., a Nevada corporation (“Buyer”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the MIPA (as defined below).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among VIKING ENERGY GROUP, INC. (the “Buyer”) And RESC RENEWABLES HOLDINGS, LLC (the “Seller”) As of November 18, 2021 MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 19th, 2021 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Texas
This Membership Interest Purchase Agreement (this “Agreement”), dated as of November 18, 2021, is entered into by and among RESC Renewables Holdings, LLC, a Nevada limited liability company (“Seller”) and Viking Energy Group, Inc., a Nevada corporation, or to-be-formed wholly-owned subsidiary of Viking Energy Group, Inc. (“Buyer” or “Viking”). The Seller and Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
PURCHASE AND SALE AGREEMENT between Petrodome Louisiana Pipeline, LLC (“Seller”) and EAST MUD LAKE, L.L.C. (“Buyer”) June 1, 2022 (“Effective Date”)Purchase and Sale Agreement • July 14th, 2022 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Louisiana
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) dated as of July 1, 2022, is made by and between Petrodome Louisiana Pipeline, LLC, a Louisiana limited liability company (“Seller”), and EAST MUD LAKE, L.L.C., a Delaware limited liability company (“Buyer”).
UNANIMOUS SHAREHOLDERS AGREEMENT SIMSON-MAXWELL LTD. SIMSON-MAXWELL LTD. UNANIMOUS SHAREHOLDERS AGREEMENT THIS AGREEMENT is made as of the 6th day of August, 2021 (the “Effective Date”)Unanimous Shareholders Agreement • August 9th, 2021 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Ontario
Each Shareholder and Principal (as such terms are defined below) listed in Schedule A attached hereto, as amended from time to time, and any person who becomes a party to this Agreement by executing the Acknowledgement in the form attached hereto as Schedule B.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 14th, 2022 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”) is made and entered into by and among PETRODOME PINEVILLE, LLC, a Texas limited liability company having an office at 15915 Katy Freeway, Suite 450, Houston, Texas 77094 (“Seller”), on the one hand, and BAY SPRINGS NORTH, L.L.C, a Delaware limited liability company (“Buyer”), on the other hand. Seller and Buyer may each be referred to herein as a “Party” and collectively as the “Parties”.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 12th, 2019 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Delaware
This Restricted Stock Agreement (this “Agreement”) is entered into as of September 9, 2019 by and between Viking Energy Group, Inc., a Nevada corporation (the “Company”) and Mark S. Finckle (the “Grantee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2022 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of February 9, 2022, by and between Viking Energy Group, Inc., a Nevada corporation (the “Buyer”) and Virga Systems LLC, a Wyoming limited liability company (the “Seller”).
EXCLUSIVE INTELLECTUAL PROPERTY LICENSE AGREEMENTExclusive Intellectual Property License Agreement • August 23rd, 2021 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Massachusetts
This Intellectual Property License Agreement (“Agreement”), is entered into as of August 18, 2021 (“Effective Date”) between ESG Clean Energy, LLC, a Delaware USA limited liability company, having an address of 1111 Elm Street, Suite 38, West Springfield, MA 01089 (“ESG”), and Viking Energy Group, Inc., a Nevada USA corporation, having an address of 15915 Katy Freeway, Suite 450, Houston, TX 77094 (“Viking”), wherein ESG and Viking are each a “Party” and together, the “Parties”.
ASSIGNMENT OF MEMBERSHIP INTERESTSAssignment of Membership Interests • October 12th, 2021 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Texas
This Assignment of Membership Interests (this “Assignment”) dated effective as of October 5, 2021 (the “Effective Date”) is entered into by and between Viking Energy Group, (“Assignor”) and TO Ichor 2021, L.L.C. (“Assignee”).
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 9th, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
This First Amendment to Amended and Restated Agreement and Plan of Merger (this “Agreement”), dated and effective as of October 9, 2020 (the “Effective Date”), amends that certain Amended and Restated Agreement and Plan of Merger dated August 31, 20201 (as amended to date, the “Plan of Merger”), by and between Viking Energy Group, Inc., a Nevada corporation (“Viking”), and Camber Energy, Inc., a Nevada corporation (“Camber”). Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Plan of Merger. References in the quoted paragraphs of Section 1 hereof to “Agreement” refer to the Plan of Merger, whereas references to “Agreement” in the other Sections of this Agreement refer to this Third Amendment to Agreement and Plan of Merger.
