STOCK PURCHASE AGREEMENT dated as of July 31, 2018 among VICTORY OILFIELD TECH, INC. PRO-TECH HARDBANDING SERVICES, INC. AND STEWART MATHESONStock Purchase Agreement • August 2nd, 2018 • Victory Oilfield Tech, Inc. • Crude petroleum & natural gas • Oklahoma
STOCK PURCHASE AGREEMENT, dated as of July 31, 2018 (the “Agreement”), among Victory Oilfield Tech, Inc., a Nevada corporation (the “Buyer”), Pro-Tech Hardbanding Services, Inc., an Oklahoma corporation (the “Company”), and Stewart Matheson (the “Seller”).
VICTORY OILFIELD TECH, INC. COMMON STOCK PURCHASE WARRANTVictory Oilfield Tech, Inc. • February 9th, 2021 • Crude petroleum & natural gas
Initial Holder: Kevin DeLeon 8 Stone Ridge Lane Ho Ho Kus, NJ 07423 No. of Shares Subject to Warrant: 100,000 Initial Exercise Price Per Share: $0.80 (subject to the adjustment pursuant to Section 9) Expiration Time: 5:00 p.m., Central Time, on October 25, 2022
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 15th, 2015 • Victory Energy Corp • Crude petroleum & natural gas • Texas
STOCK PLEDGE AGREEMENT, dated as of February 26, 2015 (this “Agreement”), between LUCAS ENERGY, INC., a Nevada corporation (the “Pledgor”), whose address is 3555 Timmons Lane, Suite 1550, Houston, Texas 77027 and VICTORY ENERGY CORPORATION (the “Secured Party”), whose address is 3355 Bee Caves Road, Suite 608, Austin, Texas 78746.
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2012 • Victory Energy Corp • Crude petroleum & natural gas
THIS EMPLOYMENT AGREEMENT, made this 28th day of December, 2011, by and between Victory Energy Corporation, a Nevada corporation (hereinafter called “Company”), and Mark Biggers, an individual residing at 107 Deer Trail, Boerne, Texas 78006-8958 (hereinafter called “Employee”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 24th, 2017 • Victory Energy Corp • Crude petroleum & natural gas • Texas
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of August 21, 2017 by ARMACOR HOLDINGS, LLC, a Delaware limited liability company (the “Covenantor”) in favor of, and for the benefit of, VICTORY ENERGY CORPORATION, a Nevada corporation, (the “Company”), and the other Beneficiaries (as hereinafter defined). Certain capitalized terms used in this Agreement but not otherwise defined shall have the meaning set forth in Section 20 hereof.
PRE-MERGER LOAN AND FUNDING AGREEMENTStock Pledge Agreement • April 15th, 2015 • Victory Energy Corp • Crude petroleum & natural gas • Texas
This Pre-Merger Loan and Funding Agreement (hereinafter the “Agreement”) is entered into and shall become effective as of February 26, 2015, by and between VICTORY ENERGY CORPORATION, a Nevada corporation (“Victory”), and LUCAS ENERGY, INC., a Nevada corporation (“Lucas”). Victory and Lucas are referred to individually as a “Party” and, collectively, as the “Parties.”
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • December 4th, 2023 • Victory Oilfield Tech, Inc. • Crude petroleum & natural gas • New York
This Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger dated July 25, 2023, by and among Victory Oilfield Tech, Inc., Victory H2EG Merger Sub Inc., and H2 Energy Group Inc. (the “Merger Agreement”) is made and entered into as of December 1, 2023 (the “Effective Date”), by and among Victory Oilfield Tech, Inc., a Nevada corporation (“Victory”), Victory H2EG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Victory (“Merger Sub”) and H2 Energy Group Inc., a Delaware corporation (“H2EG” and collectively with Victory and Merger Sub, the “Parties”). Capitalized terms used herein but not defined below shall have the meanings ascribed to such terms in the Merger Agreement.
The Parties to that Certain March 3, 2015 Pre Merger Collaboration Agreement, dated February 26, 2015 Re: Amendment No. 1 to Pre Merger Collaboration Agreement, dated February 26, 2015 (the “Collaboration Agreement”), among VICTORY ENERGY CORPORATION,...Merger Collaboration Agreement • April 15th, 2015 • Victory Energy Corp • Crude petroleum & natural gas
On February 26, 2015, each of the Parties entered into the Collaboration Agreement. The Parties now desire to amend the Collaboration Agreement as set forth in this amendment (the “Amendment”). Capitalized terms used, but not otherwise defined herein, have the meanings ascribed to them in the Collaboration Agreement.
VICTORY ENERGY CORPORATION NONSTATUTORY STOCK OPTION AGREEMENT (Director)Nonstatutory Stock Option Agreement • February 28th, 2014 • Victory Energy Corp • Crude petroleum & natural gas
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • November 6th, 2020 • Victory Oilfield Tech, Inc. • Crude petroleum & natural gas • Texas
This Amendment No. 1 to Loan Agreement (this “Amendment”) is made as of the 30th day of October, 2020, by and between Visionary Private Equity Group I, LP, a Missouri limited partnership (the “Lender”), and Victory Oilfield Tech, Inc. (formerly Victory Energy Corporation), a Nevada corporation (the “Borrower”). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Loan Agreement (as defined below).
PRE-MERGER COLLABORATION AGREEMENTPre-Merger Collaboration Agreement • April 15th, 2015 • Victory Energy Corp • Crude petroleum & natural gas • Texas
This instrument was acknowledged before me on this _____ day of February, 2015 by ___________________________, who is _____________ of LUCAS ENERGY, INC., a Nevada corporation, on behalf of said corporation.
REPLACEMENT FORBEARANCE AGREEMENTReplacement Forbearance Agreement • August 27th, 2015 • Victory Energy Corp • Crude petroleum & natural gas
THIS REPLACEMENT FORBEARANCE AGREEMENT (this “Agreement”) dated as of August 21, 2015, is by and between AURORA ENERGY PARTNERS, a Texas general partnership (“Borrower”), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION (“Lender”).
LOAN AGREEMENTLoan Agreement • August 24th, 2017 • Victory Energy Corp • Crude petroleum & natural gas
This Loan Agreement (this “Agreement”) is made as of the 21 day of August, 2017, by and between VISIONARY PRIVATE EQUITY GROUP I, LP, a Missouri limited partnership (the “Lender”), and VICTORY ENERGY CORPORATION, a Nevada corporation (the “Borrower”). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Transaction Agreement (as defined below).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • June 30th, 2015 • Victory Energy Corp • Crude petroleum & natural gas • Texas
This Settlement Agreement and Mutual Release (this “Settlement Agreement”) is made and entered into as of the 24th day of June, 2015, by and among VICTORY ENERGY CORPORATION, a Nevada corporation (the “Victory”) and LOUISE H. ROGERS, an individual (“Rogers”). Each of Victory and Rogers is referred to herein as a “Party” and, collectively, as the “Parties.”
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 2nd, 2005 • Victory Capital Holdings Corp • Services-miscellaneous business services • California
This Share Exchange Agreement (this “Agreement”) effective February 21, 2005, by and among Victory Capital Holdings Corporation, a Nevada corporation ( “VTYC” or the “Company”) and, Universal Power Vehicles ("UPV"), and Howard Foote as the sole shareholder of UPV (referred to as the “UPV Shareholder”). VTYC, UPV and the UPV Shareholder are sometimes collectively referred to as the “Parties”.
OPTION AGREEMENT (Option to Acquire Oil and Gas Lease)Option Agreement • January 5th, 2011 • Victory Energy Corp • Crude petroleum & natural gas
MUTUAL RELEASE AND SETTLEMENT AGREEMENTMutual Release and Settlement Agreement • December 15th, 2016 • Victory Energy Corp • Crude petroleum & natural gas • Texas
AMENDMENT NO. 2 TO LOAN AGREEMENTLoan Agreement • February 9th, 2021 • Victory Oilfield Tech, Inc. • Crude petroleum & natural gas
This Amendment No. 2 to Loan Agreement (this “Amendment”) is made as of the 8th day of February, 2021, by and between Visionary Private Equity Group I, LP, a Missouri limited partnership (the “Lender”), and Victory Oilfield Tech, Inc. (formerly Victory Energy Corporation), a Nevada corporation (the “Borrower”). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Loan Agreement (as defined below).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • August 2nd, 2018 • Victory Oilfield Tech, Inc. • Crude petroleum & natural gas • Oklahoma
This Guaranty and Security Agreement (the “Guaranty”) is made and entered into on July 31, 2018, by and between Pro-Tech Hardbanding Services, Inc., an Oklahoma corporation (the “Guarantor”), and Kodak Brothers Real Estate Cash Flow Fund, LLC, a Texas limited liability company (the “Lender”).
MUTUAL RELEASEMutual Release • December 19th, 2017 • Victory Energy Corp • Crude petroleum & natural gas
MUTUAL RELEASE, dated December 13, 2017 (this “Release”), by and between Navitus Energy Group, a Texas general partnership (“Navitus”) and Victory Energy Corporation, a Nevada corporation (“Victory”). Each of Navitus and Victory are referred to herein as a “Party” and, collectively, as the “Parties.”
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • June 30th, 2015 • Victory Energy Corp • Crude petroleum & natural gas • Texas
This Settlement Agreement and Mutual Release (this “Settlement Agreement”) is made and entered into as of the 24th day of June, 2015, by and among VICTORY ENERGY CORPORATION, a Nevada corporation (the “Victory”) and LUCAS ENERGY, INC., a Nevada corporation (“Lucas”). Each of Victory and Lucas is referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDMENT TO SETTLEMENT AGREEMENTSettlement Agreement • July 22nd, 2015 • Victory Energy Corp • Crude petroleum & natural gas
As of July 16, 2015, Louise H. Rogers (“Rogers”) and Victory Energy Corporation (“Victory”) agree to amend the Settlement Agreement and Mutual Release (“Agreement”) between them dated June 24, 2015, as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2015 • Victory Energy Corp • Crude petroleum & natural gas
THIS EMPLOYMENT AGREEMENT, made this day of , 2011, by and between Victory Energy Corporation, a Nevada corporation (hereinafter called "Company"), and
DIVESTITURE AGREEMENT dated as of August 21, 2017 between VICTORY ENERGY CORPORATION AND NAVITUS ENERGY GROUPDivestiture Agreement • August 24th, 2017 • Victory Energy Corp • Crude petroleum & natural gas • Texas
DIVESTITURE AGREEMENT, dated August 21, 2017 (the “Agreement”), between VICTORY ENERGY CORPORATION, a Nevada corporation (“Victory”) and NAVITUS ENERGY GROUP, a Texas general partnership (“Navitus”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 3rd, 2014 • Victory Energy Corp • Crude petroleum & natural gas
THIS EMPLOYMENT AGREEMENT, made this 27 day of May, 2014, by and between Victory Energy Corporation, a Nevada corporation (hereinafter called “Company”), and Fred J. Smith Jr., an individual residing at 6916 Sonoma, Irving, TX. 75039 (hereinafter called “Mr. Smith”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • August 24th, 2017 • Victory Energy Corp • Crude petroleum & natural gas
SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Settlement Agreement”) dated August 21, 2017, among VICTORY ENERGY CORPORATION, a Nevada corporation (“Victory”); RON ZAMBER (“Zamber”); and GREG JOHNSON (“Johnson”). Victory, Zamber and Johnson are referred to individually as a “Party” and, collectively, as the “Parties.”
ContractVictory Oilfield Tech, Inc. • November 14th, 2023 • Crude petroleum & natural gas • Nevada
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASECompromise Settlement Agreement • June 30th, 2015 • Victory Energy Corp • Crude petroleum & natural gas • Texas
AMENDMENT NO. 2 TO SECURED CONVERTIBLELoan Agreement • January 17th, 2018 • Victory Energy Corp • Crude petroleum & natural gas
Effective on January 15, 2018 (the “Effective Date”), each of (i) the Secured Convertible Original Issue Discount Promissory Note, dated August 21, 2017, as amended on October 11, 2017, issued by VICTORY ENERGY CORPORATION to VISIONARY PRIVATE EQUITY GROUP I, LP in the principal amount of $621,500 (as amended, the “Note”), and (ii) the Loan Agreement, dated August 21, 2017, as amended on October 11, 2017, by and between VICTORY ENERGY CORPORATION and VISIONARY PRIVATE EQUITY GROUP I, LP (as amended, the “Loan Agreement”), are hereby amended as follows:
FORBEARANCE AGREEMENTForbearance Agreement • December 7th, 2016 • Victory Energy Corp • Crude petroleum & natural gas
THIS FORBEARANCE AGREEMENT (this “Agreement”) dated as of December 2, 2016, is by and between AURORA ENERGY PARTNERS, a Texas general partnership (“Borrower”), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION (“Lender”).
AMENDMENT NO. 1 TO SECURED CONVERTIBLE ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE AND TO LOAN AGREEMENTLoan Agreement • October 17th, 2017 • Victory Energy Corp • Crude petroleum & natural gas
Effective on October 11, 2017 (the “Effective Date”), each of (i) the Secured Convertible Original Issue Discount Promissory Note, dated August 21, 2017, issued by VICTORY ENERGY CORPORATION to VISIONARY PRIVATE EQUITY GROUP I, LP in the principal amount of $550,000 (the “Note”), and (ii) the Loan Agreement, dated August 21, 2017 by and between VICTORY ENERGY CORPORATION and VISIONARY PRIVATE EQUITY GROUP I, LP (the “Loan Agreement”), are hereby amended as follows:
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • August 24th, 2017 • Victory Energy Corp • Crude petroleum & natural gas
SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Settlement Agreement”) dated August 21, 2017, between VICTORY ENERGY CORPORATION, a Nevada corporation (“Victory”), and McCall Law FIRM (“McCall”). Victory and McCall are referred to individually as a “Party” and, collectively, as the “Parties.”
SECOND AMENDED PARTNERSHIP AGREEMENTSecond Amended Partnership Agreement • December 9th, 2011 • Victory Energy Corp • Crude petroleum & natural gas • Texas
This Second Amendment to the Partnership Agreement is made and entered into effective this 1st day of October, 2011, by and between VICTORY ENERGY CORPORATION (“Victory”), and THE NAVITUS ENERGY GROUP, a Texas General Partnership (“Navitus”), composed of JAMES CAPITAL CONSULTING, LLC (“JCC”) JAMES CAPITAL ENERGY, LLC (“JCE”), RODINIA PARTNERS, LLC (“RP”), and NAVITUS PARTNERS, LLC, (NC), hereinafter collectively referred to as the “Partners”.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 24th, 2017 • Victory Energy Corp • Crude petroleum & natural gas • Texas
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2017, by and between, and LIQUIDMETAL COATINGS ENTERPRISES, LLC, a Delaware limited liability company having its principal place of business at 20404 Whitewood Drive Spring, Texas 77373 (“LMCE”), and VICTORY ENERGY CORPORATION, a Nevada corporation having its principal place of business at 3355 Bees Cave Road, Suite 608, Austin, TX 78746 (“Victory”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG VICTORY OILFIELD TECH, INC., VICTORY H2EG MERGER SUB INC. AND H2 ENERGY GROUP INC. Dated as of July 25, 2023Agreement and Plan of Merger • July 26th, 2023 • Victory Oilfield Tech, Inc. • Crude petroleum & natural gas • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of July 25, 2023 by and among Victory Oilfield Tech, Inc., a Nevada corporation (“Victory”), Victory H2EG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Victory (“Merger Sub”) and H2 Energy Group Inc., a Delaware corporation (“H2EG”). Each party to this Agreement is sometimes referred to individually as a “Party” and, collectively, as the “Parties.” Capitalized terms not otherwise defined herein will have the meaning set forth in ARTICLE I.
