72 EXHIBIT 99.1: RIGHTS AGREEMENT -------------------------------Rights Agreement • March 24th, 2000 • Tri Valley Corp • Oil royalty traders • Delaware
TRI-VALLEY CORPORATION and Registrar and Transfer Company Rights Agent RIGHTS AGREEMENT Dated as of December 1, 2009Rights Agreement • December 2nd, 2009 • Tri Valley Corp • Crude petroleum & natural gas • Delaware
This Agreement, dated as of December 1, 2009 (the “Agreement”), between Tri-Valley Corporation, a Delaware corporation (the “Company”), and Registrar and Transfer Company, as Rights Agent (the “Rights Agent”),
TRI-VALLEY CORPORATION AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • October 17th, 2001 • Tri Valley Corp • Crude petroleum & natural gas • Georgia
THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TRI-VALLEY CORPORATION and Wells Fargo Bank, N.A. Rights Agent RIGHTS AGREEMENT Dated as of December 1, 2009 With Amendments Dated May 14, 2010Rights Agreement • March 22nd, 2011 • Tri Valley Corp • Crude petroleum & natural gas • Delaware
This Agreement, originally dated as of December 1, 2009 (the “Agreement”), between Tri-Valley Corporation, a Delaware corporation (the “Company”), and Registrar and Transfer Company, as Rights Agent (the “Rights Agent”), as amended, effective as of May 14, 2010, between the Company and Wells Fargo Bank, National Association, as successor Rights Agent.
TRI-VALLEY CORPORATION Common Stock SALES AGREEMENTSales Agreement • February 4th, 2011 • Tri Valley Corp • Crude petroleum & natural gas • New York
AGREEMENT OF PARTNERSHIP TVC OPUS I DRILLING PROGRAM, L.P. AS AMENDEDPartnership Agreement • March 22nd, 2011 • Tri Valley Corp • Crude petroleum & natural gas • Delaware
This Agreement Of Partnership (the "Agreement") dated May 16, 2002, is made by and among Tri-Valley Corporation, a Delaware corporation ("TVC" or the "Managing Partner" when acting in its capacity as Managing Partner of the Partnership), F. Lynn Blystone, a resident of Bakersfield, California (the "Organizational Partner"), and those persons who execute or adopt this Agreement or counterparts hereof as Investor Partners and become such (herein called the "Investor Partners"). In consideration of the mutual covenants and agreements contained herein, the parties hereto do hereby agree as follows:
EXCHANGE AGREEMENTExchange Agreement • January 7th, 2011 • Tri Valley Corp • Crude petroleum & natural gas • New York
EXCHANGE AGREEMENT (the "Agreement"), dated as of January 6, 2011, by and among Tri-Valley Corporation, a Delaware corporation, with offices located at 4550 California Avenue, Suite 600, Bakersfield, California 93309 (the "Company") and each investor that is a signatory to this Agreement (the "Investors").
AMEMDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2001 • Tri Valley Corp • Crude petroleum & natural gas • Georgia
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of September 13, 2001, by and among Tri-Valley Corporation, a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company"), and the investor as named on the signature page hereto (hereinafter referred to as "Investor") and amends and restates that Registration Rights Agreement between the parties dated on or about August 20, 2001.
SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT dated as of May 4, 2012 by and between TRI-VALLEY CORPORATION, and GEORGE T. GAMBLE 1991 TRUSTSenior Secured Note and Warrant Purchase Agreement • May 7th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
This SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT dated as of May 4, 2012 (this “Agreement”), is made by and between Tri-Valley Corporation, a Delaware corporation (“Company” or “Debtor”), and George T. Gamble 1991 Trust (“Purchaser”), in respect of a 14% Senior Secured Note due April 30, 2013 in the aggregate principal amount of One Million Five Hundred Thousand Dollars and NO/100 (US$1,500,000.00) (including all supplements thereto and amendments or modifications thereof, and all agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part, the “Note”) and a warrant (including all supplements thereto and amendments or modifications thereof, and all agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part, the “Warrant”) to purchase an aggregate of 1,365,000 shares of common stock, par value $0.001 per share (the “Common Stock”), at the exercise price of US$0.10 per share (the
TRI-VALLEY CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of March 30, 2012, by and between Tri-Valley Corporation, a Delaware corporation (the “Company”), and the “Purchaser” named in that certain Senior Secured Note and Warrant Purchase Agreement by and among the Company and the Purchaser, dated as of an even date herewith (the “Purchase Agreement”). Capitalized terms used in this Agreement without definition have the respective meanings ascribed thereto in the Purchase Agreement.
GUARANTY AGREEMENT (this “Guaranty”) Dated as of: May 4, 2012Guaranty Agreement • May 7th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
ContractWarrant Agreement • December 17th, 2001 • Tri Valley Corp • Crude petroleum & natural gas • Georgia
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2001 • Tri Valley Corp • Crude petroleum & natural gas • California
THIS EMPLOYMENT AGREEMENT, effective as of the 1st day of August 1997, amended the 19th day of June 1999, and amended the 22nd day of September 1999, is between
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 6th, 2010 • Tri Valley Corp • Crude petroleum & natural gas • New York
Item 9A of the Company’s 10-K for the year ended December 31, 2009, filed with the SEC on March __, 2010, which is incorporated herein by reference, describes the Company’s determinations that it has not maintained effective internal control over financial reporting or effective disclosure controls and procedures as of December 31, 2010, and the correspondence received by the Company from its independent auditors regarding potential material weaknesses and significant deficiencies in internal control over financial reporting.
ContractWarrant Agreement • July 19th, 2011 • Tri Valley Corp • Crude petroleum & natural gas • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND SAID STATE SECURITIES LAWS OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND SAID STATE SECURITIES LAWS.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 24th, 2007 • Tri Valley Corp • Crude petroleum & natural gas • California
This PURCHASE AND SALE AGREEMENT ("Agreement") is made as of July 18, 2006, by and between SELECT RESOURCES CORPORATION, INC., a Delaware corporation ("Seller"), and TRANS-WESTERN MATERIALS, INC., a Washington corporation ("Buyer"), with Buyer being the successor in interest to Trans-Western Materials, LLC. Buyer and Seller are individually referred to herein as a "Party" and collectively referred to herein as the "Parties".
TRI-VALLEY CORPORATION STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 21st, 2011 • Tri Valley Corp • Crude petroleum & natural gas • New York
IN WITNESS WHEREOF, the undersigned has caused this Stock Purchase Agreement to be duly executed by its authorized signatories as of the date first indicated above.
FORM OF SUBSCRIPTION AGREEMENT Private Placement of Series A Preferred StockSubscription Agreement • October 6th, 2010 • Tri Valley Corp • Crude petroleum & natural gas • California
THIS SUBSCRIPTION AGREEMENT (“Agreement”) is made and entered into by and between Tri-Valley Corporation, a Delaware corporation (“Company”), and G. Thomas Gamble (“Purchaser”), effective as of September 30, 2010 (the “Subscription Date”).
PURCHASE AND SALE AGREEMENT by and between SELECT RESOURCES CORPORATION, INC. and COLUMBIA RIVER CARBONATES Dated as of December 21, 2010Purchase and Sale Agreement • March 22nd, 2011 • Tri Valley Corp • Crude petroleum & natural gas • Alaska
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), effective as of December 21, 2010, by and between SELECT RESOURCES CORPORATION, INC. (“Seller”), a Delaware corporation, and COLUMBIA RIVER CARBONATES, a general partnership (“Purchaser”).
DRILLING PROGRAM AGREEMENTDrilling Program Agreement • March 22nd, 2011 • Tri Valley Corp • Crude petroleum & natural gas • Delaware
This Drilling Program Agreement (this "Agreement"), dated as of, ________ , 2002 is made by and among Tri-Valley Oil & Gas Company, Inc., a California corporation ("TVOG"), Tri-Valley Corporation, a Delaware corporation ("TVC"), and Tri-Valley Opus I Drilling Program, L.P., a Delaware Limited Partnership ("Partnership") of which TVC is the managing general partner.
COMMERCIAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (NON- RESIDENTIAL) (C.A.R. Form CPA, Revised 10/03) Date: May 24, 2006 , at Bakersfield , CaliforniaCommercial Property Purchase Agreement • April 25th, 2007 • Tri Valley Corp • Crude petroleum & natural gas • California
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 5th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of March 30, 2012 (the “Effective Date”), is by and between TRI-VALLEY CORPORATION, a Delaware corporation (“Debtor”), and GEORGE T. GAMBLE, TRUSTEE OF THE GEORGE T. GAMBLE 1991 TRUST (“Purchaser”), in respect of the 14% Senior Secured Note due April 30, 2013 (the “Note”), issued by Debtor on the date hereof and payable to Purchaser. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Purchase Agreement (defined below).
AGREEMENT TO FACILITATE DISPUTE RESOLUTIONAgreement to Facilitate Dispute Resolution • March 22nd, 2011 • Tri Valley Corp • Crude petroleum & natural gas • California
This Agreement to Facilitate Dispute Resolution (“Agreement”), effective September 1, 2010 (“Effective Date”), constitutes a waiver of statutes of limitations and similar Time Related Defenses (defined below) by the following (referred to herein individually or collectively as the “Board” or the “Directors”), and each of them: G. Thomas Gamble, Loren J. Miller, Henry Lowenstein, Paul W. Bateman, Edward M. Gabriel, and James S. Mayer. This Agreement and the waivers set forth herein are made in favor of George R. Miller (“Miller”) and all current or former persons or entities who purchased any interest in Opus I (defined below) at any time (together with Miller, “Investors”).
April 3, 2012 George T. Gamble 1991 Trust c/o G. Thomas Gamble, Trustee Oakville, CA 94562 Re: Registration Deferral Dear Tom:Senior Secured Note and Warrant Purchase Agreement • April 5th, 2012 • Tri Valley Corp • Crude petroleum & natural gas
On March 30, 2012, Tri-Valley Corporation (“Tri-Valley”) and the George T. Gamble 1991 Trust (the “Gamble Trust”), being the holder of all three Existing Notes, entered into a Senior Secured Note and Warrant Purchase Agreement (the “Purchase Agreement”), pursuant to which the parties cancelled the Existing Notes in exchange for a new Senior Secured Note in aggregate principal amount of $3,298,309.84 (which includes interest accrued through March 1, 2012), due April 30, 2013 (the “Senior Secured Note”), plus a Warrant to purchase 3,000,000 shares of Common Stock, at an exercise price equal to $0.19 per share. Capitalized terms used in this letter without definition have the respective meanings ascribed thereto in the Purchase Agreement.
RESTATED AGREEMENT AND PLAN OF MERGER AMONG TRI-VALLEY CORPORATION COASTAL OIL SANDS CO. AND PLEASANT VALLEY ENERGY CORPORATIONMerger Agreement • May 12th, 2005 • Tri Valley Corp • Crude petroleum & natural gas • California
This RESTATED AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of the 30th day of March, 2005 ("Agreement Date"), by and among TRI-VALLEY CORPORATION ("Tri-Valley"), a Delaware corporation, COASTAL OIL SANDS CO. ("C-Sub"), a Nevada corporation, PETRAWEST LTD., a Nevada limited liability company ("Petrawest"), and PLEASANT VALLEY ENERGY CORPORATION, ("PVCO" or "Surviving Corporation"), a Nevada corporation.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2009 • Tri Valley Corp • Crude petroleum & natural gas • California
THIS EMPLOYMENT AGREEMENT, effective as of the 1st day of January 2008, amended the 8th day of March 2008, is between Tri-Valley Corporation, a Delaware corporation and its wholly owned subsidiary, TRI-VALLEY OIL & GAS COMPANY, a California corporation (“Employer”) and F. LYNN BLYSTONE, (“Employee”).
May 4, 2012 George T. Gamble 1991 Trust c/o G. Thomas Gamble, Trustee Oakville, CA 94562 Re: Registration Deferral Dear Tom:Senior Secured Note and Warrant Purchase Agreement • May 7th, 2012 • Tri Valley Corp • Crude petroleum & natural gas
On May 4, 2012, Tri-Valley Corporation (“Tri-Valley”) and the George T. Gamble 1991 Trust (the “Gamble Trust”), being the holder of the Existing Note, entered into a Senior Secured Note and Warrant Purchase Agreement (the “Purchase Agreement”), pursuant to which the parties cancelled the Existing Note in exchange for a new Senior Secured Note in the aggregate principal amount of $1,500,000, due April 30, 2013 (the “Senior Secured Note”), plus a Warrant to purchase 1,365,000 shares of Common Stock, at an exercise price equal to $0.10 per share. Capitalized terms used in this letter without definition have the respective meanings ascribed thereto in the Purchase Agreement.
EXPLORATION LEASE WITH OPTION TO PURCHASE PROPERTY AND FORM JOINT VENTUREExploration Lease With Option to Purchase Property and Form Joint Venture • July 8th, 2011 • Tri Valley Corp • Crude petroleum & natural gas • Alaska
This Exploration Lease with Option to Purchase Property and Form Joint Venture (the “Agreement”) is made effective this 1st day of July, 2011, (the “Effective Date”), by and between US Gold Corporation (“US Gold”) and Select Resources Corporation, Inc., a wholly-owned subsidiary of Tri-Valley Corporation (“Select”).
MODIFICATION OF TRANSACTION DOCUMENTSModification of Transaction Documents • May 7th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
THIS MODIFICATION OF TRANSACTION DOCUMENTS (this “Agreement”) is entered into as of May 4, 2012 by and between TRI-VALLEY CORPORATION, a Delaware corporation (“Debtor”), and GEORGE T. GAMBLE 1991 TRUST (“Purchaser”) to amend that certain Amended and Restated Pledge and Security Agreement dated as of March 30, 2012 by and between Debtor and Purchaser (including all supplements thereto and amendments or modifications thereof, and all agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part, “Pledge Agreement”) and the First Purchase Agreement (as hereinafter defined), in respect of the 14% Senior Secured Note dated as of March 30, 2012 (including all supplements thereto and amendments or modifications thereof, and all agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part, “First Note”), and the 14% Senior Secured Note dated as of May 4, 2012 (including all supplements thereto an
SECURITY AGREEMENTSecurity Agreement • August 26th, 2005 • Tri Valley Corp • Crude petroleum & natural gas
This Security Agreement dated August 23,2005, is executed by Tri-Western Resources, LLC ('Debtor") whose principal office (or residence) address is 220 Industrial Street, Bakersfield, CA, 93307 in favor of Financial Federal Credit Inc. ("Secured Party") whose address is 7 Corporate Park Suite 240, Irvine, CA, 92606.
TRI-VALLEY CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2011 • Tri Valley Corp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of April 19, 2011 by and among Tri-Valley Corporation, a Delaware corporation (the “Company”), and the “Purchasers” named in that certain Stock Purchase Agreement by and among the Company and the Purchasers, dated as of an even date herewith (the “Purchase Agreement”). Capitalized terms used in this Agreement without definition have the respective meanings ascribed thereto in the Purchase Agreement.
January 4, 2011 Via Hand Delivery James G. BushSeparation Agreement • March 22nd, 2011 • Tri Valley Corp • Crude petroleum & natural gas • California
FINAL PURCHASE AND SALE AGREEMENT by and among SEALASKA CORPORATION and SEACAL, LLC and SELECT RESOURCES CORPORATION, INC. Dated as of April 1, 2005 PagePurchase and Sale Agreement • August 1st, 2005 • Tri Valley Corp • Crude petroleum & natural gas • Alaska
THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), effective as of April 1, 2005, by and among SEALASKA CORPORATION ("Sealaska"), an Alaska corporation, SEACAL, LLC ("Seacal"), an Alaska limited liability company, (Sealaska and Seacal jointly and severally are referred to herein as "Seller") and SELECT RESOURCES CORPORATION, INC. ("Purchaser"), a Delaware corporation,
TRI-VALLEY CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of May 4, 2012, by and between Tri-Valley Corporation, a Delaware corporation (the “Company”), and the “Purchaser” named in that certain Senior Secured Note and Warrant Purchase Agreement by and among the Company and the Purchaser, dated as of an even date herewith (the “Purchase Agreement”). Capitalized terms used in this Agreement without definition have the respective meanings ascribed thereto in the Purchase Agreement.
AGREEMENT TO FACILITATE DISPUTE RESOLUTIONAgreement to Facilitate Dispute Resolution • March 22nd, 2011 • Tri Valley Corp • Crude petroleum & natural gas • California
This Agreement to Facilitate Dispute Resolution (“Agreement”), effective September 1, 2010 (“Effective Date”), constitutes a waiver of statutes of limitations and similar Time-Related Defenses (defined below) by the following (referred to herein individually or collectively as the “Tri-Valley Entities”), and each of them: Tri-Valley Corporation (“TVC”); Tri-Valley Oil & Gas Co. (“TVOG”); and TVC Opus I Drilling Program, L.P. (“Opus I”). This Agreement and the waivers set forth herein are made in favor of George R. Miller (“Miller”) and all current or former persons or entities who purchased any interest in Opus I at any time (together with Miller, “Investors”).
