SPLIT-OFF AGREEMENTSplit-Off Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
This SPLIT-OFF AGREEMENT, dated as of August 31, 2009 (this “Agreement”), is entered into by and among Mesa Energy Holdings, Inc., a Delaware corporation (“Seller”), Mesquite Mining Group, Inc., a Delaware corporation (“Split-Off Subsidiary”) and Beverly Frederick (“Buyer”).
EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • April 13th, 2012 • Mesa Energy Holdings, Inc. • Metal mining • Texas
This Employment Services Agreement (the “Agreement”) is entered into as of the 19th day of September, 2011, by and between MESA ENERGY HOLDINGS, INC., a Delaware corporation, with a business address of 5220 Spring Valley Rd., Suite 525, Dallas, TX 75254 (the “Company”), and Rachel L. Dillard, an individual residing at 6508 Kingsbury Drive, Dallas, TX 75231 (“Executive”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • Nevada
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of August 31, 2009, by and among Mesa Energy Holdings, Inc., a Delaware corporation (f/k/a Mesquite Mining, Inc.) (the “Parent”), Mesa Energy Acquisition Corp., a Nevada corporation (the “Acquisition Subsidiary”), and Mesa Energy, Inc., a Nevada corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
PURCHASE AGREEMENTPurchase Agreement • February 21st, 2008 • Mesquite Mining Inc.
UNLIMITED GUARANTYUnlimited Guaranty • July 28th, 2011 • Mesa Energy Holdings, Inc. • Metal mining • Texas
This Unlimited Guaranty (this “Guaranty”) is entered into effective July 22, 2011 by Tchefuncte Natural Resources, LLC, a Louisiana limited liability company (“Guarantor”), for the benefit of The F&M Bank & Trust Company (“Lender”) for itself and as Collateral Agent under the Intercreditor Agreement (as defined below). For valuable consideration, Guarantor absolutely and unconditionally guarantees and promises to pay to Lender or its order, in legal tender of the United States of America, the Obligations (as defined below) of Mesa Energy, Inc. (“Borrower”) to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing.
ESCROW AGREEMENTEscrow Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
This Agreement is dated as of the 31st day of August, 2009 among Mesa Energy Holdings, Inc., a Delaware corporation (the "Company"), the subscribers listed on Schedule I hereto (“Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):
SECURITY AGREEMENTSecurity Agreement • July 28th, 2011 • Mesa Energy Holdings, Inc. • Metal mining • Texas
This Security Agreement is entered into effective July 22, 2011, by Tchefuncte Natural Resources, LLC (“Grantor”), a Louisiana limited liability company, for the benefit of The F&M Bank & Trust Company (“Lender”). For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Obligations (as defined below) and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.
MESQUITE MINING, INC. STOCK SUBSCRIPTION OFFERStock Subscription Agreement • February 21st, 2008 • Mesquite Mining Inc.
The F&M Bank & Trust Company Dallas, Texas 75219Loan Agreement • July 28th, 2011 • Mesa Energy Holdings, Inc. • Metal mining • Texas
This letter sets forth the Loan Agreement (this “Loan Agreement”) among Mesa Energy, Inc., a Nevada corporation (“Borrower”); Mesa Energy Holdings, Inc., a Delaware corporation, Tchefuncte Natural Resources, LLC (“TNR”), a Louisiana limited liability company, and Mesa Gulf Coast, LLC (“MGC”), a Texas limited liability company (collectively, “Guarantors”); and The F&M Bank & Trust Company (“Lender”), an Oklahoma state bank, with respect to loans from Lender to Borrower and obligations of Borrower to Lender.
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 20th, 2012 • Mesa Energy Holdings, Inc. • Metal mining • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [__________], 201[__] (this “Agreement”), is entered into by and between Mesa Energy Holdings, Inc., a Delaware corporation (“Assignor”), and Mesa Energy, Inc., a Nevada corporation (“Assignee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • Delaware
This Executive Employment Agreement (this “Agreement”) is made as of August 31, 2009 (the “Effective Date”) between MESA ENERGY HOLDINGS, INC., a Delaware corporation (the “Company”) having its principal offices at 5220 Spring Valley Road, Suite 525, Dallas, Texas, and RANDY M. GRIFFIN (the “Executive”), an individual residing at 4021 Mildenhall Drive, Plano, Texas 75093.
Voting AgreementVoting Agreement • November 20th, 2012 • Mesa Energy Holdings, Inc. • Metal mining • New York
Voting Agreement (this “Agreement”), dated as of November 14, 2012, between the undersigned stockholder (“Stockholder”) of Mesa Energy Holdings, Inc., a Delaware corporation (“Mesa”), and Armada Oil, Inc., a Nevada corporation (“Armada”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 28th, 2011 • Mesa Energy Holdings, Inc. • Metal mining • Texas
This Pledge and Security Agreement (“Agreement”) is made as of the 22nd day of July, 2011, by Mesa Energy, Inc., a Nevada corporation (“Pledgor”), in favor of The F&M Bank & Trust Company, an Oklahoma state bank (“Lender”), as security for the Indebtedness of Pledgor to Lender. Pledgor hereby agrees with Lender as follows:
Amendment To Membership Interest Purchase AgreementMembership Interest Purchase Agreement • July 28th, 2011 • Mesa Energy Holdings, Inc. • Metal mining
This document shall serve as an Amendment to that certain Membership Interest Purchase Agreement dated June 1, 2011 by and between Mesa Energy Holdings, Inc., a corporation existing under the laws of Delaware (the “Parent”), Mesa Energy, Inc., a corporation existing under the laws of Nevada (the “Purchaser”), Tchefuncte Natural Resources, LLC, a Louisiana limited liability company (the “Company”), and the members of the Company listed on the signature pages hereof (collectively the “Sellers. The following amendment shall be effective upon execution of this document:
ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF NOVEMBER 14, 2012 AMONG ARMADA OIL, INC., MESA ENERGY HOLDINGS, INC. AND MESA ENERGY, INC. ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATIONAsset Purchase Agreement • November 20th, 2012 • Mesa Energy Holdings, Inc. • Metal mining • New York
THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION, dated as of November 14, 2012 (this “Agreement”), among Armada Oil, Inc., a corporation organized under the laws of the State of Nevada (“Armada”), Mesa Energy Holdings, Inc., a corporation organized under the laws of the State of Delaware (“Mesa”) and Mesa Energy, Inc., a corporation organized under the laws of the State of Nevada and a direct wholly-owned subsidiary of Mesa (“Mesa Sub”). Each of Armada, Mesa and Mesa Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
IR SHARES ESCROW AGREEMENTEscrow Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
This Escrow Agreement (this “Agreement”) is entered into as of August 31, 2009, by and between Mesa Energy Holdings, Inc., a Delaware corporation (the “Company”), and Gottbetter & Partners, LLP (the “Escrow Agent”).
EXCHANGE AGREEMENTExchange Agreement • July 7th, 2011 • Mesa Energy Holdings, Inc. • Metal mining • New York
This EXCHANGE AGREEMENT (the “Agreement”) made and entered effective as of June 16, 2011, by and between Mesa Energy Holdings, Inc., a Delaware corporation (the “Company”) and Whalehaven Capital Fund Ltd., a Bermuda Corporation (“Whalehaven”).
NO SHORT SELLING AGREEMENTNo Short Selling Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
Reference is made to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Mesa Energy Holdings, Inc., a Delaware corporation (the “Company”), Mesa Energy, Inc., a Nevada corporation (“Mesa”), and Mesa Energy Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of the Company. In connection with consummation of the Merger (as defined in the Merger Agreement), Mesa stockholders shall receive shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company in consideration for shares of Mesa held by them at the effective time of the Merger. In consideration of the Company and Mesa entering into the Merger Agreement, the undersigned hereby agrees as follows:
THIRD AMENDMENT TO EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • April 1st, 2013 • Mesa Energy Holdings, Inc. • Metal mining • Texas
THIS AMENDMENT TO EMPLOYMENT SERVICES AGREEMENT (“Amendment”), dated as of the 20th day of March, 2013, is between Mesa Energy Holdings, Inc. a Delaware corporation, (hereinafter referred to as the “Company”), and Rachel L. Dillard, (“Executive”). Company and Executive are sometimes hereinafter collectively called the “Parties.”
SECOND AMENDMENT TO EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • April 1st, 2013 • Mesa Energy Holdings, Inc. • Metal mining • Texas
THIS AMENDMENT TO EMPLOYMENT SERVICES AGREEMENT (“Amendment”), dated as of the 1st day of October, 2012, is between Mesa Energy Holdings, Inc. a Delaware corporation, (hereinafter referred to as the “Company”), and Rachel L. Dillard, (“Executive”). Company and Executive are sometimes hereinafter collectively called the “Parties” and individually called a “Party.”
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • June 6th, 2011 • Mesa Energy Holdings, Inc. • Metal mining • Texas
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT is made as of June 1, 2011 (the “Agreement”), among Mesa Energy Holdings, Inc., a corporation existing under the laws of Delaware (the “Parent”), Mesa Energy, Inc., a corporation existing under the laws of Nevada (the “Purchaser”), Tchefuncte Natural Resources, LLC, a Louisiana limited liability company (the “Company”), and the members of the Company listed on the signature pages hereof (collectively the “Sellers”).
MESA ENERGY OPERATING, LLC CONTRACT OPERATING AGREEMENTContract Operating Agreement • November 15th, 2010 • Mesa Energy Holdings, Inc. • Metal mining • Texas
This Contract Operating Agreement (“Agreement”) is entered into and effective this 1st day of July, 2010, by and between Payson Petroleum, Inc. (“Payson”), a Texas corporation whose address is 2050 Sierra Place, Lewisville, TX 75077,, and Mesa Energy Operating, LLC, a Texas limited liability company, with principal offices at 5220 Spring Valley Road, Suite 525, Dallas, TX 75254 (“Mesa”). Mesa and Payson are hereinafter sometimes referred to as a Party or collectively as the Parties as applicable.
OMNIBUS WAIVER AND MODIFICATION AGREEMENTOmnibus Waiver and Modification Agreement • April 13th, 2012 • Mesa Energy Holdings, Inc. • Metal mining • New York
This Omnibus Waiver and Modification Agreement, made as of May 11, 2011 (the “Agreement”), is being entered into among Mesa Energy Holdings, Inc., a Delaware corporation (the “Borrower”), and the subscribers executing this agreement as set forth on the signature pages hereto (the “Subscribers”).
GENERAL RELEASE AGREEMENTGeneral Release Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of August 31, 2009, is entered into by and among Mesa Energy Holdings, Inc., a Delaware corporation (“Seller”), Mesquite Mining Group, Inc., a Delaware corporation (“Split-Off Subsidiary”), and Beverly Frederick (“Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATIONAsset Purchase Agreement • February 22nd, 2013 • Mesa Energy Holdings, Inc. • Metal mining
THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 19, 2013 (this “Amendment No. 1”), among Armada Oil, Inc., a corporation organized under the laws of the State of Nevada (“Armada”), Mesa Energy Holdings, Inc., a corporation organized under the laws of the State of Delaware (“Mesa”) and Mesa Energy, Inc., a corporation organized under the laws of the State of Nevada and a direct wholly-owned subsidiary of Mesa (“Mesa Sub”). Each of Armada, Mesa and Mesa Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SUBSIDIARY GUARANTYGuaranty • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
LOCK-UP AGREEMENTLock-Up Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
Reference is made to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Mesa Energy Holdings, Inc., a Delaware corporation (the “Company”), Mesa Energy, Inc., a Nevada corporation (“Mesa”), and Mesa Energy Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of the Company (the “Transactions”). In connection with the Merger Agreement, Mesa stockholders shall receive shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company in consideration for shares of Mesa held by them at the effective time of the merger. In consideration of the Company and Mesa entering into the Merger Agreement, the undersigned hereby agrees as follows:
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of August 31, 2009, among Collateral Agents, LLC (the “Collateral Agent”), and the parties identified on Schedule A hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire promissory Notes issued or to be issued by Mesa Energy Holdings, Inc., a Delaware corporation (“Parent”), and Mesa Energy, Inc., a Nevada corporation, Mesa Energy Operating LLC, a Texas limited liability company (each a “Guarantor” and together with Parent, each a “Debtor” and collectively, “Debtors”), on the dates set forth on Schedule A hereto and at, about or after the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes”).
