SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2019 • Foothills Exploration, Inc. • Crude petroleum & natural gas • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 19, 2019, by and between FOOTHILLS EXPLORATION INC., a Delaware corporation, with headquarters located at 11111 Santa Monica Blvd., Suite 1712, Los Angeles, California 90025 (the “Company”), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company, with its address at 900 Monroe Street, Suite 908, Hoboken, New Jersey 07030 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2019 • Foothills Exploration, Inc. • Crude petroleum & natural gas • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 19, 2019, by and between FOOTHILLS EXPLORATION, INC, a Delaware corporation, with headquarters located at 10940 Wilshire Blvd, 23rd Floor, Los Angeles, CA 90024 (the “Company”), and ODYSSEY CAPITAL FUNDING LLC, a Delaware limited liability company, with its address at 1249 Broadway, Suite 103, Hewlett, NY 11557 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2019 • Foothills Exploration, Inc. • Crude petroleum & natural gas • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 17, 2019, by and between FOOTHILLS EXPLORATION, INC., a Delaware corporation, with its address at 10940 Wilshire Blvd., 23rd Floor, Los Angeles, California 90024 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT FOOTHILLS EXPLORATION, INC.Security Agreement • June 10th, 2019 • Foothills Exploration, Inc. • Crude petroleum & natural gas • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $86,625.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), GW Holdings Group, LLC, a New York limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Foothills Exploration, Inc., a Delaware corporation (the “Company”), 160,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated May 31, 2019, by and among the Company
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 12th, 2018 • Foothills Exploration, Inc. • Crude petroleum & natural gas • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 6, 2018, by and between FOOTHILLS EXPLORATION, INC., a Delaware corporation, with headquarters located at 11111 Santa Monica Blvd., Suite 1712, Los Angeles, CA 90025 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT FOOTHILLS EXPLORATION, INC.Security Agreement • December 12th, 2018 • Foothills Exploration, Inc. • Crude petroleum & natural gas • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of purchase price of $41,500.00, for the first tranche of $45,500.00 under the $136,500.00 convertible promissory note issued to the Holder (as defined below) on December 6, 2018) (the “Note”), Crown Bridge Partners, LLC (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Foothills Exploration, Inc., a Delaware corporation (the “Company”), 227,500 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant).
COMMON STOCK PURCHASE WARRANT FOOTHILLS EXPLORATION, INC.Security Agreement • April 4th, 2019 • Foothills Exploration, Inc. • Crude petroleum & natural gas • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $52,250.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Jefferson Street Capital, LLC, a New Jersey limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Foothills Exploration, Inc., a Delaware corporation (the “Company”), up to 83,078 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated March 19, 2019, by and am
COMMON STOCK PURCHASE WARRANT FOOTHILLS EXPLORATION, INC.Security Agreement • November 13th, 2018 • Foothills Exploration, Inc. • Crude petroleum & natural gas • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $380,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Labrys Fund, LP, a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Foothills Exploration, Inc., a Delaware corporation (the “Company”), up to 687,500 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated November 1, 2018, by and among the Company an
FORM OF COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • March 4th, 2022 • Foothills Exploration, Inc. • Crude petroleum & natural gas • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • June 10th, 2016 • Key Link Assets Corp. • Retail-grocery stores • California
THIS CERTIFIES THAT, effective as of May 4, 2016, for value received, Wilshire Energy Partners (the “Holder”) is entitled to subscribe for and purchase from Foothills Petroleum, Inc., a Nevada corporation (the “Company”), 100,000 shares of the Company's Common Stock (as adjusted pursuant to Section 2 hereof) (the “Warrant Shares”) at the purchase price of $1.25 per share (as adjusted pursuant to Section 2 hereof) (the “Exercise Price”) , upon the terms and subject to the conditions hereinafter set forth.
FOOTHILS EXPLORATION COMPANY, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2016 • Key Link Assets Corp. • Retail-grocery stores • California
THIS SECURITIES PURCHASE AGREEMENT (this “Purchase Agreement”), dated as of December 23, 2015, is entered into by and among Foothills Petroleum. Inc.. a Nevada corporation (“Foothills” or “Issuer”), and Alternus Capital Holdings Limited, a British Virgin Islands company (“Purchaser”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 11 below.
WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • May 22nd, 2018 • Foothills Exploration, Inc. • Crude petroleum & natural gas • California
THIS CERTIFIES THAT, effective as of [issue date], for One Hundred U.S. Dollars ($100.00) and other good and valuable consideration the receipt of which the Company hereby acknowledges, [Warrant Holder Name], (the “Holder”), is entitled to subscribe for and purchase from Foothills Exploration, Inc., a Delaware corporation (the “Company”), Six Hundred Fifty Thousand (650,000) shares of the Company's Common Stock (as adjusted pursuant to Section 2 hereof) (the “Warrant Shares”) at the purchase price of Twenty-cents ($0.20) per share (as adjusted pursuant to Section 2 hereof) (the “Exercise Price”) , upon the terms and subject to the conditions hereinafter set forth.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 6th, 2016 • Key Link Assets Corp. • Retail-grocery stores • California
This STOCK PURCHASE AGREEMENT, dated as of April __, 2016 (this “Agreement”), is entered into by and among Christopher J. Dunkel (“Dunkel”), Glenn Petersen (“Petersen”), Dena M. Womack (“Womack”), Shawn P. Clark (“Clark”) and Tysen J. Kamin (“Kamin”, each of Dunkel, Petersen, Womack, Clark and Kamin, a "Seller" and collectively, the “Sellers”) and Foothills Petroleum, Inc., a Nevada corporation (“Purchaser”). Purchaser and Sellers are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 19th, 2016 • Foothills Exploration, Inc. • Retail-grocery stores • Colorado
This Executive Employment Agreement (this “Agreement”) is made and entered into as of August 15, 2016, by Foothills Petroleum, Inc., a Nevada corporation (“Company”) and Ritchie Lanclos (“Executive”), whose address is 3720 College Park Drive #6308, The Woodlands, Texas 77384, with reference to the following:
EXECUTIVE DIRECTOR AGREEMENTExecutive Director Agreement • June 10th, 2016 • Key Link Assets Corp. • Retail-grocery stores • Colorado
This EXECUTIVE DIRECTOR AGREEMENT is dated March 24, 2016 (the "Agreement”) by and between Foothills Petroleum, Inc. a Nevada corporation (the “Company”), and Christopher Jarvis, an individual resident of Maryland (the “Director”).
DATED January 18, 2020 BERWIN TRADING LimitedDeed of Novation and Assignment • February 28th, 2020 • Foothills Exploration, Inc. • Crude petroleum & natural gas • Hong Kong
PROMISSORY NOTEPromissory Note • January 6th, 2017 • Foothills Exploration, Inc. • Retail-grocery stores • Nevada
THIS PROMISSORY NOTE (this “Note”) is made as of December __, 2016, by TIGER ENERGY PARTNERS INTERNATIONAL, LLC, a Nevada limited liability company (“Borrower”), for the benefit of NEW TIMES ENERGY CORPORATION LIMITED, a Bermuda limited liability company, its successors and assigns (“Lender”), in the original principal amount of Six Million and No/100ths Dollars ($6,000,000.00), as provided herein, on the from-time-to-time outstanding principal balance, payable on the date that is eighteen (18) months from the date of this Note (the “Maturity Date”).
Share Exchange Agreement dated as of May 27, 2016 and entered into by and between Key Link Assets Corp., a Delaware corporation and Shareholders of Foothills Petroleum, Inc., a Nevada corporation, SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 10th, 2016 • Key Link Assets Corp. • Retail-grocery stores • California
This Agreement for Share Exchange (this “Agreement”), dated as of May 27, 2016, is entered into by and among Key Link Assets Corp., a Delaware corporation (“KYLK”), Wilshire Energy Partners LLC, a Nevada limited liability company, ("Wilshire") and Foothills Petroleum, Inc., a Nevada corporation (“FHPI”), with respect to the following matters:
PURCHASE & SALE AGREEMENTPurchase & Sale Agreement • January 6th, 2017 • Foothills Exploration, Inc. • Retail-grocery stores • Colorado
This PURCHASE & SALE AGREEMENT (this “Agreement”) is entered into and effective as of the 30th day of December, 2016 (the “Effective Date”), between Green Stone Capital Partners Limited (“Seller”), a Cayman Islands company, and Foothills Exploration Operating, Inc. (“Buyer”), a corporation organized under the laws of the State of Nevada, with its principal office at 633 17th Street, Suite 1700-A, Denver, Colorado 80202. In this Agreement, Buyer and Seller sometimes are referred to individually as a “Party” or collectively as the “Parties”.
AMENDMENT #1 TO THE SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND NET PROFITS INTEREST AGREEMENT DATED MARCH 4, 2019Senior Secured Convertible Promissory Note and Net Profits Interest Agreement • February 28th, 2020 • Foothills Exploration, Inc. • Crude petroleum & natural gas
THIS AMENDMENT #1 TO THE SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND NET PROFITS INTEREST AGREEMENT DATED MARCH 4, 2019 (the “Amendment”) is made effective as of January 21, 2020 (the “Effective Date”), by and between Foothills Exploration, Inc., a Delaware corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK FOOTHILLS EXPLORATION, INC. A Delaware CorporationWarrant Agreement • October 5th, 2017 • Foothills Exploration, Inc. • Crude petroleum & natural gas • California
THIS CERTIFIES THAT, effective as of September 29, 2017, for value received, Elliot G. Freier, trustee of the Elliot G. Freier Revocable Trust U/A 9/6/06 (the “Holder”) is entitled to subscribe for and purchase from Foothills Exploration, Inc., a Delaware corporation (the “Company”), 375,000 shares of the Company’s Common Stock (as adjusted pursuant to Section 3 hereof) (the “Warrant Shares”) at the purchase price of $0.665 per share (as adjusted pursuant to Section 3 hereof) (the “Exercise Price”), upon the terms and subject to the conditions hereinafter set forth.
PLEDGE OF COLLATERALPledge of Collateral • February 28th, 2020 • Foothills Exploration, Inc. • Crude petroleum & natural gas
Reference is made to a certain Deed of Novation and Assignment dated January 18, 2020, by and between Berwin Trading Limited (“Berwin”), Profit Well Limited (“Profit Well”), Foothills Exploration, Inc. (“Foothills”) and Beijing Gas Blue Sky Holdings Limited (“BGBS”) (the “Novation”).
EXTENSION AGREEMENTExtension Agreement • January 21st, 2014 • Key Link Assets Corp. • Retail-grocery stores
WHEREAS, Key Link Assets Corp., a Delaware corporation (“Maker”), and Shawn P. Clark (“Payee”), are parties to promissory notes (“Notes”) as follows:
EXTENSION AGREEMENTExtension Agreement • August 14th, 2015 • Key Link Assets Corp. • Retail-grocery stores
WHEREAS, Key Link Assets Corp., a Delaware corporation (“Maker”), and Synergy Law Group (“Payee”), are parties to a promissory note (“Note”) as follows:
NOTE TRANSFER AND ASSUMPTION AGREEMENTNote Transfer and Assumption Agreement • January 6th, 2017 • Foothills Exploration, Inc. • Retail-grocery stores • Nevada
This Note Transfer and Assumption Agreement (the “Agreement”) is entered into by and among Total Belief Limited (“TBL”), Novastar Capital Limited (“Novastar”), Golden Giants Limited (“GGL”) and Foothills Exploration Operating, Inc. (“FEOI”) effective as of this __ day of December, 2016. TBL, Novastar, GGL and FEOI are hereinafter sometimes collectively referred to as the “Parties.”
BUSINESS DEVELOPMENT SERVICES AGREEMENTBusiness Development Services Agreement • June 10th, 2016 • Key Link Assets Corp. • Retail-grocery stores
THIS BUSINESS DEVELOPMENT SERVICES AGREEMENT (the “Agreement”) is entered into by and among Wilshire Energy Partners, Aegis International and Foothills Petroleum, Inc., a Nevada corporation (“Foothills”) with a reference to the following:
STOCKHOLDER GUARANTYStockholder Guaranty • October 5th, 2017 • Foothills Exploration, Inc. • Crude petroleum & natural gas • Colorado
This Stockholder Guaranty is made as of this 29th day of September, 2017 (this “Guaranty”), by Kevin J. Sylla (“Guarantor”) in favor of Elliot G. Freier, as trustee of the Elliot G. Freier Revocable Trust U/A 9/6/06 (“Beneficiary”).
EXTENSION AGREEMENTExtension Agreement • August 14th, 2014 • Key Link Assets Corp. • Retail-grocery stores
WHEREAS, Key Link Assets Corp., a Delaware corporation (“Maker”), and Shawn P. Clark (“Payee”), are parties to promissory notes (“Notes”) as follows:
AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT DATED DECEMBER 6, 2018Securities Purchase Agreement • April 4th, 2019 • Foothills Exploration, Inc. • Crude petroleum & natural gas
THIS AMENDMENT #1 (the “Amendment”) TO THE SECURITIES PURCHASE AGREEMENT ENTERED INTO ON December 6, 2018, is made effective as of March 20, 2019, by and between Foothills Exploration, Inc., a Delaware corporation (the “Company”), and Crown Bridge Partners, LLC, a New York limited liability company (the “Holder”) (collectively the “Parties”).
SERVICES AGREEMENTServices Agreement • August 19th, 2016 • Foothills Exploration, Inc. • Retail-grocery stores • Colorado
This Services Agreement (the “Agreement”) entered into as of August 15, 2016 is for a contingency-based executive search and placement services by and between Wilshire Energy Partners, LLC, with its principal place of business located at 6400 Canoga Avenue, Suite 304, Woodland Hills, California 91364 (“Advisor”) and Foothills Petroleum, Inc. (on behalf of itself and its affiliates) with its principal place of business located at 633 17th Street, Suite 1700-A, Denver, CO 80202 (“Company”), each a “Party” and collectively the “Parties.”
KEY LINK ASSETS CORP. EXTENSION AGREEMENTExtension Agreement • August 14th, 2015 • Key Link Assets Corp. • Retail-grocery stores
WHEREAS, Key Link Assets Corp., a Delaware corporation (“Maker”), and Shawn P. Clark (“Payee”), are parties to promissory notes (“Notes”) as follows:
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON NOVEMBER 1, 2018Convertible Promissory Note Amendment • May 8th, 2019 • Foothills Exploration, Inc. • Crude petroleum & natural gas
THIS AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON November 1, 2018 (the “Amendment”) is entered into as of May 3, 2019 (the “Effective Date”), by and between Foothills Exploration, Inc., a Delaware corporation (the “Company”), and Labrys Fund, LP, a Delaware limited partnership (the “Holder”) (collectively the “Parties”).
PURCHASE & SALE AGREEMENTPurchase & Sale Agreement • January 6th, 2017 • Foothills Exploration, Inc. • Retail-grocery stores • Colorado
This PURCHASE & SALE AGREEMENT (this “Agreement”) is entered into and effective as of the 30th day of December, 2016 (the “Effective Date”), between Total Belief Limited (“Seller”), a British Virgin Islands limited liability company with its principal office at Room 1402, 14/F, New World Tower I, 16-18 Queen’s Road Central, Hong Kong and a direct wholly-owned subsidiary of New Times Energy Corporation Limited (“NTE”), a Bermuda limited liability company whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited, and Foothills Exploration Operating, Inc. (“Buyer”), a corporation organized under the laws of Nevada, with its principal office at 633 17th Street, Suite 1700-A, Denver, Colorado 80202 In this Agreement, Buyer, and Seller sometimes are referred to individually as a “Party” or collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2017 • Foothills Exploration, Inc. • Retail-grocery stores • California
This Securities Purchase Agreement (“Agreement”) is made as of the date last indicated below on the acceptance page hereof, by and between FOOTHILLS EXPLORATION, INC., a Delaware corporation (the “Company”) and WILSHIRE ENERGY PARTNERS, LLC, (“Wilshire” or “Purchaser”).
December 12, 2016 Attn: B.P. Allaire Foothills Petroleum Operating, Inc.Participation Agreement • December 16th, 2016 • Foothills Exploration, Inc. • Retail-grocery stores • Louisiana
