PETRO RIVER OIL CORP. AND SUBSIDIARIESPurchase Agreement • July 15th, 2016 • Petro River Oil Corp. • Crude petroleum & natural gas
On December 1, 2015, the Company entered into a conditional purchase agreement with Horizon. The agreement was amended and restated on May 3, 2016 (the “Purchase Agreement”). Under the terms of the Purchase Agreement, the Company acquired (i) assignment of Horizon’s 20% membership interest in Horizon Energy Partners, LLC ("Horizon Energy"); (ii) an assignment or novation of the promissory notes receivable held by Horizon to the Company at the time of closing; (iii) the release of the funds held in escrow; and (iv) certain bank, investment and other accounts maintained by Horizon, in an amount which, together with the amounts issued under the Petro Note and the Closing Proceeds, total not less than $5.0 million (collectively, the "Purchased Assets"). The consideration for the Purchased Assets is 11,564,249 shares of the Company’s common stock, $0.0001 par value, which shares shall be issued to Horizon on the Closing Date.
PETRO RIVER OIL CORP. WARRANTSecurities Agreement • February 6th, 2019 • Petro River Oil Corp. • Crude petroleum & natural gas
PETRO RIVER OIL CORP., a Delaware corporation (the “Company”), hereby certifies that, for value received, ___________ or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of __________ shares of common stock, $0.00001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.50 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the date that is five years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of January 31, 2019, by and among the Company and the Purchasers identified therein (the “Purchase Agreemen
ContractPrivate Placement Subscription Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
Employment AgreementEmployment Agreement • November 5th, 2015 • Petro River Oil Corp. • Crude petroleum & natural gas • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of October 30, 2015, by and between Petro River Oil Corp., a Delaware corporation (the “Company”), and Stephen Brunner (“Executive”). The effective date of this Agreement shall be January 1, 2016 (the “Effective Date”)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 6th, 2019 • Petro River Oil Corp. • Crude petroleum & natural gas • New York
This Securities Purchase Agreement is entered into and dated as of January 31, 2019 (this “Agreement”), by and among Petro River Oil Corp., a Delaware corporation (the “Company”), Bandolier Energy, LLC, a Delaware limited liability company (“Bandolier”), and each of the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively the “Purchasers”).
ContractPrivate Placement Subscription Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
AMENDMENT TO WARRANT ISSUANCE AGREEMENTWarrant Issuance Agreement • December 31st, 2007 • Megawest Energy Corp. • Crude petroleum & natural gas • British Columbia
This AMENDMENT TO WARRANT ISSUANCE AGREEMENT (this “Amendment”), dated as of September 18, 2007 is entered into by and between MegaWest Energy Corp. (the “Company”) and Endurance Energy Consulting Ltd. (“Holder”) and amends the Warrant Issuance Agreement dated December 20, 2006 between the Company and Holder (the “Warrant Agreement”). Capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to them in the Warrant Agreement.
SECURITY AGREEMENTSecurity Agreement • November 8th, 2017 • Petro River Oil Corp. • Crude petroleum & natural gas • Nevada
This SECURITY AGREEMENT, dated as of November 6, 2017 (the “Agreement”) is by and among Petro River Oil Corp, Inc., a company duly organized and validly existing under the laws of Delaware (the “Company”) and Petro Exploration Funding II, LLC, a company duly organized and validly existing under the laws of New York (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 16th, 2010 • Megawest Energy Corp. • Crude petroleum & natural gas • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of July 30, 2010, by and between MegaWest Energy Corp., a corporation continued under the Business Corporations Act (Alberta) (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • February 6th, 2019 • Petro River Oil Corp. • Crude petroleum & natural gas • New York
This Debt Conversion Agreement (the “Agreement”) is entered into this 31st day of January, 2019 among Petro Exploration Funding II, LLC, a Delaware limited liability company (“Petro Funding II”) and Petro River Oil Corp., a Delaware corporation (“Petro”). Each of Petro Funding I and Petro may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
ContractWarrant Agreement • August 10th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • Alberta
THIS WARRANT (THE "WARRANT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS WARRANT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE WHICH IS FOU
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 5th, 2015 • Petro River Oil Corp. • Crude petroleum & natural gas • New York
This Asset Purchase Agreement (“Agreement”) is made and entered into as of this February 27, 2015 (the “Effective Date”), by and among Petro River Oil Corp., a Delaware corporation (“Petro River”), Petro Spring II, LLC, a Delaware limited liability company (the “Purchaser”), Coalthane Tech LLC, a Delaware limited liability company (the “Seller”) and the shareholders set forth on the signature page hereto (collectively, the “Shareholders”) Purchaser, Seller and Shareholders are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
Securities Purchase Agreement Spyglass Energy Group, LLC By and Between Nadel and Gussman, LLC, Charles W. Wickstrom, Shane E. Matson, As Sellers And Bandolier Energy, LCC, As Purchaser Effective as of January 1, 2014Securities Purchase Agreement • September 23rd, 2014 • Petro River Oil Corp. • Crude petroleum & natural gas • Oklahoma
This Securities Purchase Agreement (“Agreement”) is made and entered into this ___ day of May, 2014 effective as of January 1, 2014 (“Effective Date”), among the parties identified on Exhibit A (collectively, the “Sellers”, and individually a “Seller”); Spyglass Energy Group, LLC, an Oklahoma limited liability company (“Company”); and Bandolier Energy, LLC, a Delaware limited liability company (“Purchaser”). The Sellers, the Company and the Purchaser are each sometimes referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties”.
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • February 6th, 2019 • Petro River Oil Corp. • Crude petroleum & natural gas • New York
This Debt Conversion Agreement (the “Agreement”) is entered into this 31th day of January, 2019 among Fortis Oil and Gas (“Fortis”) and Petro River Oil Corp., a Delaware corporation (“Petro”). Each of Fortis and Petro may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
Limited Liability Company Agreement February 1, 2019Limited Liability Company Agreement • February 27th, 2019 • Petro River Oil Corp. • Crude petroleum & natural gas • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Horizon Energy Acquisition, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of February 1, 2019 (the “Effective Date”) by the Company, on the one hand, and the members set forth on Schedule A attached hereto and made part of (the “Members”). Capitalized terms used herein and not otherwise defined have the meanings set forth on Schedule B attached hereto and made part of.
HORIZON ENERGY ACQUISITION, LLC SUBSCRIPTION AGREEMENTSubscription Agreement • February 27th, 2019 • Petro River Oil Corp. • Crude petroleum & natural gas • Delaware
Horizon Energy Acquisition, LLC, a Delaware limited liability company (the “Company”), hereby confirms to you, as the undersigned purchaser identified in this Subscription Agreement (this “Agreement”), the following:
FIRST SUPPLEMENTAL AGREEMENT TO ASSUMPTION AND LOAN CONVERSION AGREEMENTFirst Supplemental Agreement to Assumption and Loan Conversion Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • British Columbia
PETRO RIVER OIL CORPInterest Extension • December 17th, 2018 • Petro River Oil Corp. • Crude petroleum & natural gas
Reference is hereby made to (i) that certain Securities Purchase Agreement (the “SPA”), dated as of June 13, 2017, entered into by and among Petro River Oil Corp (the “Company”), Spyglass Energy Group, LLC (“Spyglass”) and Petro Exploration Funding, LLC (“Petro Funding”), and (ii) that certain Secured Promissory Note in the principal amount of $2,000,000 dated June 15, 2017 (the “Promissory Note”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the SPA or the Promissory Note.
PETRO RIVER OIL CORPInterest Extension • December 17th, 2018 • Petro River Oil Corp. • Crude petroleum & natural gas
Reference is hereby made to (i) that certain Securities Purchase Agreement (the “SPA”), dated as of June 13, 2017, entered into by and among Petro River Oil Corp (the “Company”), Spyglass Energy Group, LLC (“Spyglass”) and Petro Exploration Funding II, LLC (“Petro Funding”), and (ii) that certain Secured Promissory Note in the principal amount of $2,500,000 dated November 6, 2017 (the “Promissory Note”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the SPA or the Promissory Note.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 3rd, 2018 • Petro River Oil Corp. • Crude petroleum & natural gas • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of September 24, 2018 (this “Agreement”), by and among ICO Liquidating Trust, LLC, a Delaware limited liability company (“ICO” and “Seller”), Petro River Oil Corp., a Delaware corporation (“Petro River” and Buyer”), and LBE Partners, LLC, a Delaware limited liability company (the “Company”).
CONTRIBUTION AGREEMENT (Megawest Energy Kansas Corporation)Contribution Agreement • November 5th, 2015 • Petro River Oil Corp. • Crude petroleum & natural gas • New York
This CONTRIBUTION AGREEMENT (this “Agreement”), dated October 30, 2015 and effective as of October 15, 2015 (the “Effective Date”), is entered into by and among FORTIS PROPERTY GROUP, a Delaware limited liability company (“Fortis”), PETRO ROVER OIL CORP., a Delaware corporation (“Petro”), and MEGAWEST ENERGY KANSAS CORPORATION, a Delaware corporation (the “Company”).
ContractPrivate Placement Subscription Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • British Columbia
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2013 • Petro River Oil Corp. • Crude petroleum & natural gas • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of December 12, 2013, by and between Petro River Oil, Corp. a Delaware corporation (the “Company”), and Petrol Lakes Holding Limited (the “Subscriber”).
ESCROW AGREEMENTEscrow Agreement • December 7th, 2015 • Petro River Oil Corp. • Crude petroleum & natural gas • New York
This ESCROW AGREEMENT (this “Agreement”) is made as of _______ __, 2015, by and among __________________ (“Investor”), Horizon I Investments, LLC, a Delaware limited liability company (“Horizon”), Petro River Oil Corp., a Delaware corporation (the “Company”), and Disclosure Law Group (the “Escrow Agent”).
CONSULTING AGREEMENTConsulting Agreement • December 31st, 2007 • Megawest Energy Corp. • Crude petroleum & natural gas • British Columbia
This Consulting Agreement ("Agreement") is effective as of December 20, 2006 between PowerOne Capital Markets Limited, a Canadian company located at 130 King Street West, Suite 2810, P.O. Box 47, Toronto, Ontario Canada M5X 1A9 (“PowerOne” or “Consultant”), and Brockton Capital Corp., a BC corporation located at 604-750 West Pender Vancouver BC V6C 2T7(“Brockton,” “Client” or the “Company”), in connection with the rendering by PowerOne to BROCKTON of consulting services, as described herein below, for and in consideration of the compensation described.
Assignment of Net Profit Interest AgreementAssignment of Net Profit Interest Agreement • February 6th, 2019 • Petro River Oil Corp. • Crude petroleum & natural gas
This Assignment of Net Profit Interest Agreement (“Agreement”) is made and entered this 31st day of January, 2019 by and between the individuals and entities (collectively, “Investors”) listed on the signature page hereto, and Bandolier Energy, LLC (“Bandolier”), 4582 Kingwood Drive, Suite E, Kingwood, TX 77345.
AMENDED AND RESTATED CONDITIONAL PURCHASE AGREEMENTConditional Purchase Agreement • May 9th, 2016 • Petro River Oil Corp. • Crude petroleum & natural gas • New York
JANUARY 2016 BRIGANTES ENERGY LIMITED SOUTHWESTERN RESOURCES LTD And PETRO RIVER UK LIMITED Farmout Agreement United Kingdom Seaward Petroleum Licence – P2123 and Northern Ireland Onshore Licence PL1/10Farmout Agreement • January 20th, 2016 • Petro River Oil Corp. • Crude petroleum & natural gas • England and Wales
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 3rd, 2018 • Petro River Oil Corp. • Crude petroleum & natural gas • Delaware
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Assignment and Assumption”) is made as of September 24, 2018 (the “Effective Date”), by and among LBE Partners, LLC, a Delaware limited liability company (the “Company”), ICO Liquidating Trust, LLC (“the “Assignor”), and Petro River Oil Corp, a Delaware corporation (the “Assignee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 29th, 2013 • Petro River Oil Corp. • Crude petroleum & natural gas • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of April 23, 2013, by and among Petro River Oil Corp. (formerly Gravis Oil Corporation), a Delaware corporation(the “Company”), Petro River Oil LLC, a Delaware limited liability company (“Petro”) and the subscribers set forth on the signature pages affixed hereto (each a “Subscriber” and collectively, the “Subscribers”).
Electro-Petroleum, Inc. Suite 118 Wayne, Pennsylvania, USA Attention: Mr. Philip Bell, President RE: CLEAR CREEK, MISSOURI PROJECT AGREEMENTProject Agreement • July 17th, 2009 • Megawest Energy Corp. • Crude petroleum & natural gas • Alberta
The purpose of this letter is to confirm the agreement that has been reached between our companies regarding the matters set forth below.
AMENDMENT no. 1 to Employment AGREEMENTEmployment Agreement • November 22nd, 2013 • Petro River Oil Corp. • Crude petroleum & natural gas
This Amendment No. 1, effective as of November 20, 2013 (this “Amendment”), to that certain Employment Agreement (the “Agreement”), dated as of April 23, 2013, is by and between Petro River Oil Corp. (the “Company”), a Delaware corporation with its principal place of business at 1980 Post Oak Blvd., Suite 2020, Houston, TX 77056, and Scot Cohen, the Executive Chairman of the Company (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 23rd, 2014 • Petro River Oil Corp. • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Bandolier Energy LLC, a Delaware limited liability company (the “Company”), is entered into as of May 30, 2014 (the “Effective Date”), by the Company, on the one hand, and Petro River Oil Corp., a Delaware corporation (“Petro River”), Pearsonia West Investment Group, LLC (“Pearsonia West LLC”), a Delaware limited liability company, Ranger Station LLC (“Ranger Station LLC”), an Oklahoma limited liability company, and Shane E. Matson (“Matson”), an individual, on the other, as the Persons listed on Schedule A as Members. Capitalized terms used herein and not otherwise defined have the meanings set forth on Schedule B.
EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2015 • Petro River Oil Corp. • Crude petroleum & natural gas • New York
This EMPLOYMENT AGREEMENT, effective as of this 18th day of February, 2015 (the “Agreement”), is entered into by and between PETRO SPRING LLC, a Delaware limited liability company (the “Company”), and STEPHEN BOYD (“Executive”).
Date: January 18, 2016Escrow Agreement • January 20th, 2016 • Petro River Oil Corp. • Crude petroleum & natural gas • England
InfraStrata plc Tudor Hall Energy Limited Ermine Resources Limited Baron Oil Plc Southwestern Resources Ltd Petro River UK Limited Terrain Energy Limited Brigantes Energy Limited Fieldfisher LLP
