AMENDED AND RESTATED NOTE AND SECURITY AGREEMENTNote and Security Agreement • July 23rd, 2014 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells • Delaware
This Amended and Restated Note and Security Agreement (this "Note and Agreement") amends and restates, and is in substitution and replacement for, but not in payment of, that certain Note and Security Agreement dated May 6, 2014, by Makers and Payee in the original principal amount of $3,000,000 (the "Existing Note and Agreement"). The outstanding indebtedness evidenced by the Existing Note and Agreement is continuing indebtedness, and nothing herein shall be deemed to constitute a payment, settlement, extinguishment, cancellation or novation of the indebtedness under the Existing Note and Agreement. All amounts outstanding under the Existing Note and Agreement shall be automatically transferred to, and shall be deemed to be outstanding under this Note and Agreement. Payeehas agreed to modify the Existing Note and Agreement on the terms set forth in this Note and Agreement for good and valuable consideration.
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2013 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells • Nevada
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 6, 2013 (the “Effective Date”) is entered into by and between Richfield Oil & Gas Company, a Nevada corporation having its principal place of business at 15 W. South Temple, Suite 1050 Salt Lake City, Utah 84101 (the “Company”), and Alan D. Gaines, an individual presently residing in the State of Connecticut (“Executive”).
Agreement and Plan of Merger by and among Stratex Oil & Gas Holdings, Inc. a Colorado corporation ("Parent") Richfield Acquisition Corp. a Nevada corporation ("Merger Sub") and Richfield Oil & Gas Company a Nevada corporation ("Company") May 6, 2014Agreement and Plan of Merger • May 7th, 2014 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells • Nevada
SUBSCRIPTION AGREEMENT RICHFIELD OIL & GAS COMPANY A Nevada CorporationSubscription Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co
THIS SUBSCRIPTION AGREEMENT made this ___ day of __________, 2011 by and between Richfield Oil & Gas Company, a Nevada corporation (the “Issuer”), and _________________ (the “Subscriber”), who, for and in consideration of the promises and covenants set forth herein, do here to agree as follows:
EXECUTIVE EMPLOYMENT AGREEMENT FOR DOUGLAS C. HEWITT, SR.Executive Employment Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
This Executive Employment Agreement (“Agreement”) is entered into by and between Douglas C. Hewitt, Sr. (“Employee”) and Richfield Oil & Gas Company (“Richfield”), for and on behalf of itself, its subsidiaries, and its affiliated companies (collectively, “Employer”), as of January1, 2012 (the “Effective Date”).
VOTING AGREEMENTVoting Agreement • May 7th, 2014 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells • Nevada
THIS VOTING AGREEMENT is entered into as of May 6, 2014, by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation ("Parent"), Richfield Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and each of the undersigned stockholders (each a "Stockholder" and collectively, the "Stockholders") of Richfield Oil & Gas Company, a Nevada corporation (the "Company").
SETTLEMENT AGREEMENTSettlement Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Kansas
THIS SETTLEMENT AGREEMENT (the "Agreement") is made and entered into effective as of March 31, 2011, by and between NOSTRA TERRA OIL AND GAS COMPANY, PLC (“NTOG”), on one hand, and each of HEWITT PETROLEUM INC. ("HPI"), and HEWITT ENERGY GROUP, INC., ("HEG”) (collectively, the "Hewitt Entities"). NTOG and the Hewitt Entities are referred to collectively as the "Parties," and individually as "the" or "a" "Party."
TERMINATION OF EXECUTIVE EMPLOYMENT AGREEMENT AND RELEASEEmployment Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
The following Termination of Executive Employment Agreement is made between Michael A Cederstrom ("Cederstrom") and Hewitt Petroleum Inc. ("HPI") with an effective date of March 1, 2011 and based upon the following facts:
EXTENSION AND RESTATMENT OF CONVERTIBLE PROMISSORY NOTESRICHFIELD OIL & GAS Co • December 30th, 2011
THIS EXTENSION AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTES (this “Restatement”) is entered into effective as of the 31st day of March, 2011, by and between FREEDOM OIL & GAS, INC., a Nevada corporation (“Maker”), and QUANTUM ENERGY & TECHNOLOGIES, LLC, a Utah limited liability company ("Holder”).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT FOR DOUGLAS C. HEWITT, SR.Executive Employment Agreement • April 2nd, 2013 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells
This Amendment to Executive Employment Agreement (“Amendment”) is entered into by and between Douglas C. Hewitt, Sr. (“Employee”) and Richfield Oil & Gas Company (“Richfield”), for and on behalf of itself, its subsidiaries, and its affiliated companies (collectively, “Employer”), effective as of December 31, 2012 (the “Effective Date”) and amends the Executive Employment Agreement between the parties effective as of January 1, 2012 (the “Original Agreement”).
EXECUTIVE AGREEMENT FORExecutive Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
This Executive Agreement (“Agreement”) is entered into by and between J. David Gowdy (“Employee”) and Hewitt Petroleum. Inc., to be renamed Richfield Oil & Gas Company ("HPI”), for and on behalf of itself, its subsidiaries, and its affiliated companies (collectively, “Employer”), as of March 31, 2011 (the "Effective Date").
ContractRICHFIELD OIL & GAS Co • December 30th, 2011
Michael P. Russon SKYLINE OIL, LLC Alpine, Utah 84004 Re: Moroni Prospect, Sanpete County, Utah Dear Mike:RICHFIELD OIL & GAS Co • December 30th, 2011
This letter will serve to confirm our understanding and agreement between Freedom Oil & Gas, Inc. (“FREEDOM”), and Skyline Oil, LLC (“SKYLINE”) to participate in the Moroni Prospect and Well upon the following terms and conditions:
SETTLEMENT AGREEMENTSettlement Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Kansas
This Settlement Agreement (“Agreement”) is made and entered into effective as of March 31, 2011, by and between Tim J. Mahoney, Bloomfield LLC, M.I.C. Inc. and Mahoney Investment Corporation, Inc., EC Services. LLC (hereinafter collectively “MAHONEY”), and Hewitt Energy Group, Inc. (“HEG”), Hewitt Operating, Inc. (“HOPN”) and Hewitt Petroleum, Inc. (hereinafter collectively “HEWITT”). MAHONEY and HEWITT are referred to as the “the Parties,” and any one of the Parties is sometimes referred to as a “Party”.
ContractRICHFIELD OIL & GAS Co • December 30th, 2011 • Utah
THIS NOTE IS A SECURITY WHICH HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE NOTE UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
EXTENSION OF LEASE TERMExtension of Lease Term • June 6th, 2012 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells
WHEREAS, an Oil and Gas Lease was entered into insofar as it covers the following described land in Sanpete County, Utah, to-wit:
Re: Purchase of Working InterestRICHFIELD OIL & GAS Co • December 30th, 2011
This letter will serve to confirm our understanding and agreement for the purchase by you from Hewitt Petroleum, Inc. (“HPI”) of a 0.50% working interest (“WI”) in the Utah Overthrust Project, as follows:
Glenn MacNeil 1554 Jarvie Crescent Milton, Ontario Canada L9T 5Z3 December 6, 2011RICHFIELD OIL & GAS Co • December 30th, 2011
This letter will serve to confirm our understanding and agreement for the purchase by you of a 0.50% working interest (WI) in the Liberty #1 Well and in the 1,184-acre leasehold and Nephi Prospect from Richfield Oil & Gas Company (“Richfield”), as follows:
Re: Stock ReconciliationRICHFIELD OIL & GAS Co • December 30th, 2011
This letter will serve to confirm our understanding and agreement for the issuance of additional shares of Hewitt Petroleum, Inc. (“HPI”) to you as follows:
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 23rd, 2014 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells • Nevada
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is entered into as of July 17, 2014 by and among STRATEX OIL & GAS HOLDINGS, INC., a Colorado corporation (the “Parent”), RICHFIELD ACQUISITION CORP., a Nevada corporation (“Merger Sub”), and RICHFIELD OIL & GAS COMPANY, a Nevada corporation (the “Company”).
TERMINATION OF EXECUTIVE EMPLOYMENT AGREEMENT AND RELEASEEmployment Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
The following Termination of Executive Employment Agreement is made between R. Charles Muchmore (“Muchmore”) and Hewitt Petroleum Inc. (“HPI”) with an effective date of March 1, 2011 and based upon the following facts:
FINANCIAL SERVICES AGREEMENTFinancial Services Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
This Financial Services Agreement ("Agreement") is made and is effective as of April 1, 2011 (the “Effective Date”), by and between Hewitt Petroleum, Inc, a Delaware Corporation, 15 W. South Temple, Suite 1210, Salt Lake City, Utah 84101 (the “Company” or “HPI”) and MacKov Investments Limited, 1554 Jarvie Crescent, Milton, Ontario, Canada L9T 5Z3 ("Contractor”).
ContractRICHFIELD OIL & GAS Co • December 30th, 2011 • Utah
SETTLEMENT AND MUTUAL RELEASESettlement and Mutual Release • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
The following Settlement and Mutual Release Agreement is made between John McFadden (“McFadden”) and Hewitt Petroleum Inc. (“HPI”) with an effective date of March 31, 2011.
EXECUTIVE EMPLOYMENT AGREEMENT FOR DOUGLAS C. HEWITT, SR.Executive Employment Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
This Executive Employment Agreement ("Agreement”) is entered into by and between Douglas C. Hewitt, Sr. ("Employee") and Hewitt Petroleum, Inc. to be renamed Richfield Oil & Gas Company ("HPI”), for and on behalf of itself, its subsidiaries, and its affiliated companies (collectively, “Employer”), as of March 31, 2011 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENT FOR GLENN G. MACNEILExecutive Employment Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
This Executive Employment Agreement (“Agreement”) is entered into by and between Glenn G. MacNeil (“Employee”) and Richfield Oil & Gas Company (“Company”), for and on behalf of itself, its subsidiaries, and its affiliated companies (collectively, “Employer”), as of January 1, 2012 (the “Effective Date”).
Second Addendum to SETTLEMENT AGREEMENTSettlement Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co
This Second Addendum to Settlement Agreement (“Agreement”) is made and entered into effective as of July 7, 2011, by and between Tim J. Mahoney, Bloomfield LLC, and M.I.C. Inc, hereinafter collectively "MAHONEY"), and Hewitt Energy Group, Inc. (“HEG”), Hewitt Operating, Inc. (“HOPIN”) and Richfield Oil & Gas Company (formerly Hewitt Petroleum, Inc.) (Hereinafter collectively “HEWITT”). MAHONEY and HEWITT are referred to as the "the Parties," and any one of the Parties is sometimes referred to as a "Party".
PURCHASE AND SALE AGREEMENT OF LIBERTY WORKING INTERESTPurchase and Sale Agreement • April 2nd, 2013 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells
Richfield Oil & Gas Company, a Nevada corporation as (“Richfield” or “Buyer”), MacKov Investments Limited (“Seller”) (collectively Richfield and Seller shall be referred to as “Parties”) are entering into this Agreement (the “Agreement”). The Parties agree to the following terms:
Re: Purchase of Overriding Royalty InterestRICHFIELD OIL & GAS Co • December 30th, 2011 • Ontario
This letter will serve to confirm our understanding and agreement for the purchase by MacKov Investments Limited (“MacKov”) from Hewitt Petroleum, Inc. (“HPI”) of certain overriding royalty interests (“ORRI”) in oil & gas leases owned or to be acquired by HPI in Kansas, as follows:
FINANCIAL SERVICES AGREEMENTFinancial Services Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
This Financial Services Agreement ("Agreement") is made and is effective as of January 1, 2012 (the “Effective Date”), by and between Richfield Oil & Gas Company, a Nevada Corporation, 15 W. South Temple, Suite 1210, Salt Lake City, Utah 84101 (the “Company” or “Richfield”) and MacKov Investments Limited, 1554 Jarvie Crescent, Milton, Ontario, Canada L9T 5Z3 ("Contractor”).
Addendum to SETTLEMENT AGREEMENTSettlement Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co
This Addendum to Settlement Agreement ("Agreement") is made and entered into effective as of May 17, 2011, by and between Tim J. Mahoney, Bloomfield LLC, and M.I.C. Inc. (hereinafter collectively "MAHONEY"), and Hewitt Energy Group, Inc. ("HEG”), Hewitt Operating, Inc. ("HOPIN") and Hewitt Petroleum, Inc. (hereinafter collectively "HEWITT"). MAHONEY and HEWITT are referred to as the "the Parties," and any one of the Parties is sometimes referred to as a "Party".
Re: Stock Exchange AgreementRICHFIELD OIL & GAS Co • December 30th, 2011 • Utah
WHEREAS, Hewitt Petroleum, Inc., a Delaware corporation (“HPI”) has an authorized capital of 200,000,000 shares of common stock, par value $0.001 per share (the “HPI Common Stock”), with 141,015,806 shares of HPI Common Stock issued and outstanding, and 10,000,000 shares of non-voting preferred stock, par value $0.001 per share (of which none are issued and outstanding); and
December ___, 2012 [Shareholder Name] [Address] [City, State Zip Code] [Email Address]RICHFIELD OIL & GAS Co • December 26th, 2012 • Drilling oil & gas wells
This letter agreement sets forth the understanding and agreement between Richfield Oil & Gas Company, a Nevada corporation (the "Company"), and [Shareholder Name] ("Shareholder”) concerning the above-referenced matter. The Company and Shareholder are collectively referred to herein as the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • May 7th, 2014 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells • Nevada
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT FOR DOUGLAS C. HEWITT, SR.Executive Employment Agreement • April 14th, 2014 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells
This Amendment to Executive Employment Agreement (“Agreement”) is entered into by and between Douglas C. Hewitt, Sr. (“Employee”) and Richfield Oil & Gas Company (“Richfield”), for and on behalf of itself, its subsidiaries, and its affiliated companies (collectively, “Employer”), effective as of January 15, 2014 (the “Effective Date”) and amendments the Executive Employment Agreement between the parties entered on January 1, 2012.
