Standard Contracts
ESCROW AGREEMENT Escrow Agreement (this "Agreement"), dated as of the 28th day of February, 2006, among Foothills Resources, Inc., a Nevada corporation (the "Company"), Gottbetter & Partners, LLP (the "Escrow Agent"), and the Buyers listed on Schedule...Escrow Agreement • March 17th, 2006 • Foothills Resources Inc • Metal mining • New York
Exhibit 1.3 SUBSCRIPTION AGREEMENT Foothills Resources, Inc. 9 Langton Close, Woking Surrey England, GU21 QJ3 Dear Sirs: Concurrent with execution of this Agreement, the undersigned (the "PURCHASER") is purchasing 107,000 shares of common stock of...Subscription Agreement • June 18th, 2001 • Foothills Resources Inc • Metal mining
Concurrent with execution of this Agreement, the undersigned (the "PURCHASER") is purchasing 107,000 shares of common stock of Foothills Resources Inc. (the "COMPANY") a Nevada Corporation, at a price of $ 0.10 per share (the "SUBSCRIPTION PRICE")
LEASE AGREEMENTLease Agreement • June 18th, 2001 • Foothills Resources Inc • Metal mining
RECITALS:Security Agreement • March 17th, 2006 • Foothills Resources Inc • Metal mining • New York
GEORGE J. ELIOPULOS MINING GEOLOGIST 4845 PINESPRINGS DR. RENO, NV 89509 TELEPHONE (775) 827-1480 GELIOPULOS@AOL.COM -------------------------------------------------------------------------------Letter Agreement • June 18th, 2001 • Foothills Resources Inc • Metal mining
The following sets out the general terms and conditions for the agreement between Herb Duerr and George Eliopulos (HD) and Foothills Resources Inc. (Foothills) governing HD's Golden Cross property, White Pine County, Nevada, U. S. A.
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March , 2006, is entered into by and among Foothills Resources, Inc., a Nevada corporation (the "Company"), and the Buyers listed on Schedule I attached...Securities Purchase Agreement • March 17th, 2006 • Foothills Resources Inc • Metal mining • New York
Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "AGREEMENT") made this 10th day of December, 2008 (the "EFFECTIVE DATE"), between Foothills Resources, Inc., a Delaware corporation with its...Employment Agreement • December 15th, 2008 • Foothills Resources Inc • Crude petroleum & natural gas
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "AGREEMENT") made this 10th day of December, 2008 (the "EFFECTIVE DATE"), between Foothills Resources, Inc., a Delaware corporation with its...Employment Agreement • December 15th, 2008 • Foothills Resources Inc • Crude petroleum & natural gas
FOOTHILLS RESOURCES, INC. 9 Langton Close Woking Surrey, EnglandLease Amendment • June 16th, 2004 • Foothills Resources Inc • Metal mining
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT This FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this "AMENDMENT"), dated as of June 14, 2007, is entered into by and among FOOTHILLS RESOURCES, INC., a Nevada corporation ("COMPANY"), certain...Credit and Guaranty Agreement • June 28th, 2007 • Foothills Resources Inc • Crude petroleum & natural gas • New York
RECITALS:Pledge and Escrow Agreement • March 17th, 2006 • Foothills Resources Inc • Metal mining • New York
NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY...Debenture Agreement • March 17th, 2006 • Foothills Resources Inc • Metal mining • New York
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining • Nevada
This INDEMNITY AGREEMENT (the “Agreement”) is dated as of April __, 2006 and is made by and between Foothills Resources, Inc. a Nevada corporation (the “Company”), and _______, an officer or director of the Company (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG FOOTHILLS RESOURCES, INC., BRASADA ACQUISITION CORP. AND BRASADA CALIFORNIA, INC. April 6, 2006Merger Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 6, 2006, by and among Foothills Resources, Inc., a Nevada corporation (the “Parent”), Brasada Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”) and Brasada California, Inc., a Delaware corporation (together with its predecessor in interest, Brasada Resources LLC, the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
QUITCLAIM DEED THIS INDENTURE made the 18th day of August 2000. BETWEEN BRANCOTE U.S. INC., the party of the first part, and HERB DUERR, the party of the second part, WITNESSETH: that said party of the first part, does hereby release and forever...Quitclaim Deed • June 18th, 2001 • Foothills Resources Inc • Metal mining
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this ___ day of ________ 2006 (the “Effective Date”) between Foothills Resources, Inc., a Nevada corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
FOOTHILLS RESOURCES, INC. FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 11th, 2006 • Foothills Resources Inc • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2006, by and among Foothills Resources, Inc., a Nevada corporation (the “Company”), each institutional investor listed on Schedule 1 hereto and Sanders Morris Harris Inc., a Texas corporation (the “Placement Agent”), individually and as agent and attorney-in-fact for each retail investor listed on Schedule 2 hereto (each such institutional investor, retail investor and the Placement Agent referred to herein as a “Purchaser,” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining
THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated April 6, 2006 (the “Effective Date”), between Foothills Resources, Inc., a Delaware corporation with its principal place of business located at P.O. Box 2701, Bakersfield, California 93303, its affiliates, subsidiaries, successors and assigns (the “Company”), and W. Kirk Bosché, an individual residing at 14619 Carols Way Drive, Houston, Texas 77070 (the “Executive”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this ___ day of April, 2006, by and among Foothills Resources, Inc., a Nevada corporation (the “Company”), Brasada California, Inc., a Delaware corporation (“Brasada”) and the investor identified on the signature page to this Agreement (the “Investor”).
BRIDGE LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT THIS BRIDGE LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made this 17th day of March, 2006, by and among BRASADA CALIFORNIA, INC., a Delaware corporation...Bridge Loan and Control Share Pledge and Security Agreement • March 17th, 2006 • Foothills Resources Inc • Metal mining • New York
PURCHASE AND SALE AGREEMENT by and between TARH E&P HOLDINGS, L.P. AS SELLER AND FOOTHILLS TEXAS, INC. AS BUYER DATED JUNE 21, 2006Purchase and Sale Agreement • June 27th, 2006 • Foothills Resources Inc • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (“Agreement”) dated as of June 21, 2006 is between TARH E&P Holdings, L.P., whose address is 98 San Jacinto Blvd, Suite 800, Austin, Texas 78701 (“Seller”) and Foothills Texas, Inc. whose address is 4540 California Ave., Suite 550, Bakersfield, California 93309 (“Buyer”). Either Seller or Buyer, as the case may be, are hereinafter referred to as “Party” or collectively as “Parties.”
SEVERANCE / RETENTION AGREEMENTSeverance / Retention Agreement • October 27th, 2008 • Foothills Resources Inc • Crude petroleum & natural gas • California
This Agreement, dated as of October 1, 2008 (“Effective Date”), is entered into between Foothills Resources, Inc., a corporation organized under the laws of the State of Nevada (“Foothills”), and James H. Drennan (the “Employee”).
PLEDGE AND SECURITY AGREEMENT dated as of September 8, 2006 between EACH OF THE GRANTORS PARTY HERETO and J. ARON & COMPANY, as the Secured PartyPledge and Security Agreement • September 11th, 2006 • Foothills Resources Inc • Crude petroleum & natural gas • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of September 8, 2006 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and J. ARON & COMPANY (the “Secured Party”).
CREDIT AGREEMENT by and among FOOTHILLS RESOURCES, INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as Agent Dated as of December 13, 2007Credit Agreement • December 17th, 2007 • Foothills Resources Inc • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of December 13, 2007, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC., a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), FOOTHILLS RESOURCES, INC., a Nevada corporation (“Parent”) and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
CHANGE IN CONTROL / SEVERANCE / RETENTION AGREEMENTChange in Control / Severance / Retention Agreement • May 11th, 2009 • Foothills Resources Inc • Crude petroleum & natural gas • California
This Agreement, dated as of October 1, 2008 (“Effective Date”), is entered into between Foothills Resources, Inc., a corporation organized under the laws of the State of Nevada (“Foothills”), and James H. Drennan (the “Employee”).
THIRD AMENDMENT TO CREDIT AGREEMENT AND AMENDED AND RESTATED FORBEARANCE AGREEMENTCredit Agreement • October 21st, 2008 • Foothills Resources Inc • Crude petroleum & natural gas • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT AND AMENDED AND RESTATED FORBEARANCE AGREEMENT (this “Agreement”), dated as of September 15, 2008, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), FOOTHILLS RESOURCES, INC., a Nevada corporation (“Parent”) and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). All terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Cred
FARMOUT AND PARTICIPATION AGREEMENTFarmout and Participation Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining
This Farmout and Participation Agreement (“Agreement”) is between Farmer and Farmee, and shall be effective as of the date it is executed by Farmee as provided in Section 10.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 11th, 2006 • Foothills Resources Inc • Crude petroleum & natural gas • New York
To Sanders Morris Harris Inc.: Please accept this letter as your authorization to pay $_________ to “Signature Bank as escrow agent for SMH/Foothills Res” from my account number __________.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 22nd, 2008 • Foothills Resources Inc • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 15, 2008 (the “First Amendment Effective Date”) by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC., a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), FOOTHILLS RESOURCES, INC., a Nevada corporation (“Parent”) and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
FORM OF LOCK-UP AGREEMENT April ___, 2006Lock-Up Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining • New York
Reference is made to that certain binding Term Sheet (the “Term Sheet”), dated as of February 15, 2006, as amended, by and among Foothills Resources, Inc. (the “Company”), Tompkins Capital Group and Brasada Resources LLC, the corporate predecessor to Brasada California, Inc. (“Brasada”), relating to the proposed merger (the “Merger”) of Brasada Acquisition Corp., a wholly-owned subsidiary of the Company (“Acquisition Sub”) with and into Brasada. In connection with the Merger, the Company, Acquisition Sub and Brasada also entered into that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of April __, 2006, pursuant to which shares of Brasada’s capital stock are proposed to be exchanged for shares of common stock of the Company, par value $0.001 per share (the “Common Stock”). The purpose of this letter agreement (the “Letter Agreement”) is to set forth the agreement contemplated by the Term Sheet between the Company and each of the officers and
DIP CREDIT AGREEMENTDip Credit Agreement • February 27th, 2009 • Foothills Resources Inc • Crude petroleum & natural gas • New York
THIS DIP CREDIT AGREEMENT (this “Agreement”), is entered into as of February 23, 2009 by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), REGIMENT CAPITAL SPECIAL SITUATIONS FUND III, L.P., a Delaware limited partnership , as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), FOOTHILLS RESOURCES, INC., a Nevada corporation, as a debtor and debtor-in-possession (“Parent”) and each of Parent’s Subsidiaries identified on the signature pages hereof, each as a debtor and debtor-in-possession (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
Foothills Resources, Inc. Bakersfield, California 93309Employment Agreement • October 10th, 2006 • Foothills Resources Inc • Crude petroleum & natural gas • California
SECURITY AGREEMENTSecurity Agreement • December 17th, 2007 • Foothills Resources Inc • Crude petroleum & natural gas • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of December 13, 2007, among Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lender Group and the Bank Product Provider (together with its successors and assigns, the “Agent”).
October 4, 2006 Mr. Michael Moustakis Bakersfield, CA 93312 Dear Mike: Foothills Resources, Inc. (the “Company”) is pleased to offer you employment on the following terms:Employment Agreement • December 14th, 2006 • Foothills Resources Inc • Crude petroleum & natural gas • California
SUPPLEMENTAL AGREEMENTSupplemental Agreement • June 27th, 2006 • Foothills Resources Inc • Crude petroleum & natural gas
This Supplemental Agreement (“Supplemental Agreement”) is dated and effective as of June 21, 2006 and is between TARH E&P Holdings, L.P. (“TARH”) and Foothills Texas, Inc. (“Foothills”). TARH and Foothills may hereinafter be referred to as “Party” or collectively as “Parties.”
