EXHIBIT 3.2 WORLD POKER TOUR, LLC LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF MARCH 4, 2002 THE LIMITED LIABILITY COMPANY INTERESTS AND UNITS CREATED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY STATE...Limited Liability Company Agreement • April 15th, 2004 • WPT Enterprises Inc • Delaware
Exhibit 10.11 WPT ENTERTAINMENT, INC. INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (the "Agreement") is effective as of the ___ day of ______________, 200__, by and between WPT Enterprises, Inc., a Delaware corporation (the "Company"), and...Indemnification Agreement • July 29th, 2004 • WPT Enterprises Inc • Services-motion picture & video tape production • Delaware
ARTICLE I LOANLoan Agreement • April 15th, 2004 • WPT Enterprises Inc • Minnesota
EXHIBIT 10.8 WORLD POKER TOUR, LLC 1041 NORTH FORMOSA AVENUE FORMOSA BUILDING, SUITE 99 WEST HOLLYWOOD, CALIFORNIA 90046 April 14, 2004 Mr. Steven Lipscomb c/o World Poker Tour, LLC 1041 North Formosa Avenue Formosa Building, Suite 99 West Hollywood,...Employment Agreement • April 15th, 2004 • WPT Enterprises Inc
15,000,000 Shares EMERALD OIL, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2013 • Emerald Oil, Inc. • Crude petroleum & natural gas • New York
AGREEMENTEmployment Agreement • July 29th, 2004 • WPT Enterprises Inc • Services-motion picture & video tape production • California
At-The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • April 2nd, 2015 • Emerald Oil, Inc. • Crude petroleum & natural gas • New York
Emerald Oil, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC, a Delaware limited liability company (“MLV”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2014 • Emerald Oil, Inc. • Crude petroleum & natural gas • Colorado
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of January 1, 2015 (the “Effective Date”), by and between Emerald Oil, Inc., a Delaware corporation (the “Company”), and Michael Dickinson (“Employee”). Notwithstanding the foregoing, the provisions of Section 8 shall be effective immediately on the signing of this Agreement by the Company and the Employee.
NONQUALIFIED STOCK OPTION AGREEMENT VOYAGER OIL & GAS, INC.Nonqualified Stock Option Agreement • November 8th, 2011 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • Montana
THIS AGREEMENT, made effective as of this day of ___________, 20__, by and between Voyager Oil & Gas, Inc., a Montana corporation (the “Company”), and _________________ (“Participant”).
RESTRICTED STOCK UNIT AGREEMENT EMERALD OIL, INC. 2011 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • November 21st, 2012 • Emerald Oil, Inc. • Crude petroleum & natural gas • Montana
THIS AGREEMENT, made effective as of this [●] day of [●], 20[●], by and between Emerald Oil, Inc., a Montana corporation (the “Company”), and [●] (“Participant”).
INCENTIVE STOCK OPTION AGREEMENT VOYAGER OIL & GAS, INC.Incentive Stock Option Agreement • November 8th, 2011 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • Montana
THIS AGREEMENT, made effective as of this ____ day of ____________, 20__, by and between Voyager Oil & Gas, Inc., a Montana corporation (the “Company”), and __________________ (“Participant”).
RESTRICTED STOCK AGREEMENT VOYAGER OIL & GAS, INC.Restricted Stock Agreement • November 8th, 2011 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • Montana
THIS AGREEMENT is made effective as of this ____ day of , 20__, by and between Voyager Oil & Gas, Inc., a Montana corporation (the “Company”), and _________________________ (“Participant”).
Emerald Oil, Inc. (the assumed business name of Voyager Oil & Gas, Inc.) 93,750,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2012 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • New York
EXHIBIT 10.2 [Portions herein identified by ** have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission pursuant to Rule 406 of the Securities Act of 1933, as amended] ACQUISITION MASTER...Acquisition Master Agreement • July 29th, 2004 • WPT Enterprises Inc • Services-motion picture & video tape production • New York
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 31st, 2012 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas
This $150,000,000 Amended and Restated Credit Agreement is dated July 26, 2012 between VOYAGER OIL & GAS, INC., a Montana corporation, (“Borrower”) and MACQUARIE BANK LIMITED, a bank incorporated under the laws of Australia, (in its individual capacity, “MBL”) as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”) and the other Lenders party to this Agreement.
Underwriting AgreementUnderwriting Agreement • July 29th, 2004 • WPT Enterprises Inc • Services-motion picture & video tape production • Minnesota
This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2012 • Emerald Oil, Inc. • Crude petroleum & natural gas • Colorado
This AMENDMENT (this “Amendment”) is made effective as of October 15, 2012, to that certain Employment Agreement, dated on or about July 26, 2012 (the “Employment Agreement”) by and between Emerald Oil, Inc., a Montana corporation formerly known as Voyager Oil & Gas, Inc. (the “Company”), and Karl Osterbuhr (“Employee”). Capitalized words and phrases used in this Amendment but not defined herein shall have the meanings set forth in the Employment Agreement. Employee and the Company are referred to collectively herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2012 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • Montana
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on March 30, 2012 by and between Martin J. Beskow, a resident of the State of Minnesota (“Employee”), and Voyager Oil & Gas, Inc., a Montana corporation (the “Company”).
EXCHANGE AGREEMENTExchange Agreement • December 12th, 2014 • Emerald Oil, Inc. • Crude petroleum & natural gas
This Exchange Agreement (this “Agreement”) is made and entered into on December [__], 2014, by and between Emerald Oil, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of 2.00% Convertible Senior Notes due 2019 (the “Convertible Notes”) issued by the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2015 • Emerald Oil, Inc. • Crude petroleum & natural gas • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of January 1, 2016 (the “Effective Date”) by and between Emerald Oil, Inc., a Delaware corporation (the “Company”), and McAndrew Rudisill (“Employee”).
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 1, 2014 AMONG EMERALD OIL, INC., AS BORROWER, WELLS FARGO BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO SOLE LEAD ARRANGER AND SOLE BOOK RUNNER WELLS FARGO SECURITIES LLCCredit Agreement • May 5th, 2014 • Emerald Oil, Inc. • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1, 2014, is among Emerald Oil, Inc., a Montana corporation (the “Borrower”), each of the Lenders from time to time party hereto, Wells Fargo Bank, N.A. (in its individual capacity, “WF”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
GUARANTYGuaranty • August 24th, 2009 • WPT Enterprises Inc • Services-motion picture & video tape production • California
This GUARANTY (this “Guaranty”), dated as of August 24, 2009, is made by ElectraWorks Ltd., a Gibraltar private limited company (“Guarantor”), in favor of WPT Enterprises, Inc., a Delaware corporation (“Beneficiary” or “Seller”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 24th, 2009 • WPT Enterprises Inc • Services-motion picture & video tape production • California
This Asset Purchase Agreement is entered into as of August 24, 2009, by and between Peerless Media Ltd., a Gibraltar private limited company (“Buyer”), and WPT Enterprises Inc., a Delaware corporation (“Seller”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2011 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of February 1, 2011, by and among Voyager Oil & Gas, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2012 • Emerald Oil, Inc. • Crude petroleum & natural gas • Colorado
This AMENDMENT (this “Amendment”) is made effective as of October 20, 2012, to that certain Amended and Restated Employment Agreement, dated on or about August 28, 2012 (the “Employment Agreement”) by and between Emerald Oil, Inc., a Montana corporation formerly known as Voyager Oil & Gas, Inc. (the “Company”), and McAndrew Rudisill (“Employee”). Capitalized words and phrases used in this Amendment but not defined herein shall have the meanings set forth in the Employment Agreement. Employee and the Company are referred to collectively herein as the “Parties.”
VOTING AGREEMENTVoting Agreement • August 24th, 2009 • WPT Enterprises Inc • Services-motion picture & video tape production • California
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of [ ], 2009 by and among Peerless Media Ltd., a Gibraltar private limited company (“Buyer”), and each Person listed on the signature page hereof as a stockholder (each, a “Stockholder” and, collectively, the “Stockholders”).
PROGRAM PRODUCTION AND TELEVISING AGREEMENTProgram Production and Televising Agreement • March 6th, 2009 • WPT Enterprises Inc • Services-motion picture & video tape production • California
This Program Production and Televising Agreement (this “Agreement”), dated as of July 25, 2008 (the “Effective Date”) is between WPTE ENTERPRISES, INC. (“WPTE”) with offices at 5700 Wilshire Boulevard, Suite 350, Los Angeles, California 90036 and NATIONAL SPORTS PROGRAMMING (“FSN”), owner and operator of the Fox Sports Net programming service with offices at 10201 West Pico Blvd., Building 103, Los Angeles, California 90035. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and the mutual promises contained herein, WPTE and FSN (each a “Party” and collectively the “Parties”) agree to be bound by the following terms and conditions:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2010 • Voyager Oil & Gas, Inc. • Services-motion picture & video tape production • Minnesota
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective the 16th day of April, 2010 (the “Effective Date”) by and between Mitchell R. Thompson, a resident of the State of Montana (“Employee”), ante4, Inc., a Delaware corporation having its principal office at 5700 Wilshire Boulevard, Suite 625, Los Angeles, California 90036 (“ante4”), and Plains Energy Investments, Inc., a Nevada corporation having its principal office at 2818 1st Avenue North, Suite 506, Billings, Montana 59101 (“Plains Energy,” and collectively with ante4, the “Company”).
July 31, 2006 3G SCENE LIMITED (1) BESSEMER VENTURE PARTNERS VI, L.P. BESSEMER VENTURE PARTNERS VI INSTITUTIONAL L.P. BESSEMER VENTURE PARTNERS CO-INVESTMENT L.P. (2) WPT ENTERPRISES, INC (3) THE FOUNDER (4) AND THE EXISTING SHAREHOLDERS (5)Subscription and Shareholders' Agreement • November 9th, 2006 • WPT Enterprises Inc • Services-motion picture & video tape production • England and Wales
BESSEMER VENTURE PARTNERS VI INSTITUTIONAL, L.P., a limited partnership, acting by its general partner, Deer VI & Co. LLC, whose principal place of business is 1865 Palmer Avenue, Suite 104, Larchmont, NY 10538;
PURCHASE AND SALE AGREEMENT BY AND AMONG KODIAK OIL & GAS (USA) INC., AS SELLER, AND EMERALD OIL, INC. AND EMERALD WB LLC, COLLECTIVELY, AS PURCHASER DATED AS OF January 9, 2014Purchase and Sale Agreement • January 10th, 2014 • Emerald Oil, Inc. • Crude petroleum & natural gas • Colorado
This Purchase and Sale Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into on January 9, 2014 (the “Execution Date”), but effective as of the Effective Time, as defined below, by and among (i) Kodiak Oil & Gas (USA) Inc., a Colorado corporation (“Seller”), (ii) Emerald Oil, Inc., a Montana corporation, and (iii) Emerald WB LLC, a Colorado limited liability company (together with Emerald Oil, Inc., “Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALSManagement Contract and Contribution Agreement • April 15th, 2004 • WPT Enterprises Inc • Delaware
SECURITIES PURCHASE AGREEMENT Dated September 23, 2013 by and among Emerald Oil, Inc., WDE Emerald Holdings LLC and White Deer Energy FI L.P.Securities Purchase Agreement • September 23rd, 2013 • Emerald Oil, Inc. • Crude petroleum & natural gas • New York
This SECURITIES PURCHASE AGREEMENT, dated September 23, 2013 (this “Agreement”), is entered into by and among Emerald Oil, Inc., a Montana corporation (the “Company”), WDE Emerald Holdings LLC, a Delaware limited liability company (“WD Investor I”), and White Deer Energy FI L.P., a Cayman Islands exempted limited partnership (together with WD Investor I, the “Investors” and each, an “Investor”).
ContractTelevision Sponsorship Agreement • March 15th, 2007 • WPT Enterprises Inc • Services-motion picture & video tape production • England
Portions herein identified by **have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSSecurities Purchase Agreement • August 8th, 2012 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas
On July 9, 2012, Voyager Oil and Gas, Inc. (“Voyager”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Emerald Oil & Gas NL (the “Parent”) and Emerald Oil, Inc., a wholly owned subsidiary of the Parent (“Emerald”). The Purchase Agreement provided that, upon the terms and subject to the conditions therein, Voyager purchase all of the outstanding capital stock of Emerald for 19.9% of the total shares of Voyager common stock outstanding as of the closing date, subject to customary adjustments, including adjustments for title defects and environmental matters, as provided in the Purchase Agreement, and will maintain Emerald’s liabilities, including approximately $20.2 million in debt owed by Emerald (the “Transaction”). On July 26, 2012, Voyager completed the Transaction and issued to Parent 11,635,217 shares of Voyager common stock of which 500,000 shares of Voyager common stock are held in escrow pending the resolution of certain title defect matters.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2013 • Emerald Oil, Inc. • Crude petroleum & natural gas • Colorado
This SECOND AMENDMENT (this “Second Amendment”) to that certain Employment Agreement, dated on or about July 26, 2012, as amended effective as of October 15, 2012 (the “Employment Agreement”) by and between Emerald Oil, Inc., a Montana corporation (the “Company”), and Mike Krzus (“Employee”) is made to be effective as of March 16, 2013. Capitalized words and phrases used in this Amendment but not defined herein shall have the meanings set forth in the Employment Agreement. Employee and the Company are referred to collectively herein as the “Parties.”
