EXHIBIT 10.5
Amendment #3 to Plan of Reorganization
and Share Exchange Agreement
Dated June 20, 2011
By and Between Red Mountain Resources, Inc.,
And Black Rock Capital, LCC,
and Black Rock Capital Shareholders
Amendment #3 to Plan of Reorganization
and Share Exchange Agreement
Dated June 20, 2011
By and Between Red Mountain Resources, Inc.,
And Black Rock Capital, LCC,
and Black Rock Capital Shareholders
For and in consideration of mutual benefits, detriments, and promises,
the adequacy of which is hereby acknowledged, Red Mountain Resources, Inc. and
Black Rock Capital, Inc. (Formerly LLC) and Black Rock shareholders hereby amend
the Plan of Reorganization and Share Exchange Agreement as follows:
1) The closing date is extended to June 22, 2011.
2) Red Mountain Resources, Inc. has agreed to a modification of the Plan
of Reorganization and Share Exchange Agreement to reflect as follows:
A) Black Rock Capital has borrowed $2,500,000 in Notes (copies
attached as Exhibits X-0, X-0, A-3) and has agreed to cause to be
issued 600,000 shares of Red Mountain conditioned on the closing
of the Black Rock Acquisition.
B) Black Rock used the proceeds of the loans to purchase
approximately 13.3% of Cross Border Resources, Inc. and such will
remain assets of Black Rock after Black Rock's acquisition by Red
Mountain.
3) All other terms as previously amended shall remain the same, except a
set forth herein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
Dated: June 20, 2011
RED MOUNTAIN RESOURCES, INC. BLACK ROCK CAPITAL, INC.
By: ________________________________ By: _______________________________
Xxxxxxx X. Xxxxx ___________________________
President/CEO ___________________________
SHAREHOLDERS OF BLACK ROCK CAPITAL, INC.
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EXHIBIT A-1
PROMISSORY NOTE
AMOUNT: $1,500,000 DATE: MAY 24, 2011
FOR VALUE RECEIVED, BLACK ROCK CAPITAL, LLC ("Borrower") hereby promises to
pay to the order of BEL-CAL PROPERTIES ("Lender") the principal sum of ONE
MILLION FIVE HUNDRED THOUSAND ($1,500,000) DOLLARS. Payment in full, plus
accrued interest of ten (10%) percent shall be made in lawful money of the
United States, at the principal address of Lender, or such other place as the
holder of this Note may designate on the earlier of:
1. Closing of the merger between Red Mountain Resources, Inc. and
Black Rock Capital, LLC and closing of an additional equity raise in the
additional amount of $2,500,000; or
2. September 30, 2011.
As an inducement to making this Advance, Borrower shall deliver 375,000
shares of the common stock of Red Mountain Resources, Inc to Lender.
Borrower shall have the privilege without premium or penalty, at any
time and from time to time, of prepaying this Note in whole or in part.
No partial prepayment shall postpone or interrupt the payment of the
remaining principal balance, all of which shall continue to be due and payable
at the time and the manner set forth above.
Borrower agrees that a default shall occur hereunder in the event that
payment is not made upon demand and such default continues for a period of ten
(10) days from the date of demand therefor. After the expiration of such ten
(10) day period interest shall accrue on the unpaid balance due hereunder at a
rate of fifteen (15%) percent, together with attorneys' fees for collection and
payment of the same, which sums may be enforced and recovered by the entry of
judgment on this.
Borrower (and all endorsers, sureties and guarantors) waives
presentment for payment, demand, notice of demand, notice of nonpayment or
dishonor, protest and notice of protest of this Note, and all other notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note; liability hereunder shall be unconditional and
shall not be affected in any manner by any indulgence, extension of time,
renewal, waiver or modification granted or consented to by Lender.
Borrower shall pay the cost of any revenue, tax or other stamps now or
hereafter required by law at any time to be affixed to this Note or any security
documents executed in conjunction herewith, and if any taxes be imposed with
respect to debts secured by any such security documents or with respect to notes
evidencing debts so secured Borrower agrees to pay or to reimburse Lender upon
demand the amount of such taxes.
The words "Lender" and "Borrower" whenever occurring herein shall be
deemed and construed to include their respective successors and assigns of
Lender and Borrower.
This instrument shall be construed according to and governed by the
laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note
under seal the day and year first above mentioned.
BLACK ROCK CAPITAL, LLC
BY:__________________________________
NAME:
TITLE:
EXHIBIT A-2
PROMISSORY NOTE
AMOUNT: $250,000 DATE: MAY 24, 2011
FOR VALUE RECEIVED, BLACK ROCK CAPITAL, LLC ("Borrower") hereby promises to
pay to the order of XXXXXXX X. XXXXXX, III ("Lender") the principal sum of TWO
HUNDRED FIFTY THOUSAND ($250,000) DOLLARS. Payment in full, plus accrued
interest of ten (10%) percent shall be made in lawful money of the United
States, at the principal address of Lender, or such other place as the holder of
this Note may designate on the earlier of:
1. Closing of the merger between Red Mountain Resources, Inc. and
Black Rock Capital, LLC and closing of an additional equity raise in the
additional amount of $2,500,000; or
2. September 30, 2011.
As an inducement to making this Advance, Borrower shall deliver 50,000
shares of the common stock of Red Mountain Resources, Inc to Lender.
Borrower shall have the privilege without premium or penalty, at any
time and from time to time, of prepaying this Note in whole or in part.
No partial prepayment shall postpone or interrupt the payment of the
remaining principal balance, all of which shall continue to be due and payable
at the time and the manner set forth above.
Borrower agrees that a default shall occur hereunder in the event that
payment is not made upon demand and such default continues for a period of ten
(10) days from the date of demand therefor. After the expiration of such ten
(10) day period interest shall accrue on the unpaid balance due hereunder at a
rate of fifteen (15%) percent, together with attorneys' fees for collection and
payment of the same, which sums may be enforced and recovered by the entry of
judgment on this.
Borrower (and all endorsers, sureties and guarantors) waives
presentment for payment, demand, notice of demand, notice of nonpayment or
dishonor, protest and notice of protest of this Note, and all other notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note; liability hereunder shall be unconditional and
shall not be affected in any manner by any indulgence, extension of time,
renewal, waiver or modification granted or consented to by Lender.
Borrower shall pay the cost of any revenue, tax or other stamps now or
hereafter required by law at any time to be affixed to this Note or any security
documents executed in conjunction herewith, and if any taxes be imposed with
respect to debts secured by any such security documents or with respect to notes
evidencing debts so secured Borrower agrees to pay or to reimburse Lender upon
demand the amount of such taxes.
The words "Lender" and "Borrower" whenever occurring herein shall be
deemed and construed to include their respective successors and assigns of
Lender and Borrower.
This instrument shall be construed according to and governed by the
laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note
under seal the day and year first above mentioned.
BLACK ROCK CAPITAL, LLC
BY:__________________________________
NAME:
TITLE:
EXHIBIT A-3
PROMISSORY NOTE
AMOUNT: $700,000 DATE: MAY 24, 2011
FOR VALUE RECEIVED, BLACK ROCK CAPITAL, LLC ("Borrower") hereby promises to
pay to the order of XXXXXXX X. XXXXXXX ("Lender") the principal sum of SEVEN
HUNDRED THOUSAND ($700,000) DOLLARS. Payment in full, plus accrued interest of
ten (10%) percent shall be made in lawful money of the United States, at the
principal address of Lender, or such other place as the holder of this Note may
designate on the earlier of:
1. Closing of the merger between Red Mountain Resources, Inc. and
Black Rock Capital, LLC and closing of an additional equity raise in the
additional amount of $2,000,000; or
2. September 30, 2011.
As an inducement to making this Advance, Borrower shall deliver 175,000
shares of the common stock of Red Mountain Resources, Inc to Lender.
Borrower shall have the privilege without premium or penalty, at any
time and from time to time, of prepaying this Note in whole or in part.
No partial prepayment shall postpone or interrupt the payment of the
remaining principal balance, all of which shall continue to be due and payable
at the time and the manner set forth above.
Borrower agrees that a default shall occur hereunder in the event that
payment is not made upon demand and such default continues for a period of ten
(10) days from the date of demand therefor. After the expiration of such ten
(10) day period interest shall accrue on the unpaid balance due hereunder at a
rate of fifteen (15%) percent, together with attorneys' fees for collection and
payment of the same, which sums may be enforced and recovered by the entry of
judgment on this.
Borrower (and all endorsers, sureties and guarantors) waives
presentment for payment, demand, notice of demand, notice of nonpayment or
dishonor, protest and notice of protest of this Note, and all other notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note; liability hereunder shall be unconditional and
shall not be affected in any manner by any indulgence, extension of time,
renewal, waiver or modification granted or consented to by Lender.
Borrower shall pay the cost of any revenue, tax or other stamps now or
hereafter required by law at any time to be affixed to this Note or any security
documents executed in conjunction herewith, and if any taxes be imposed with
respect to debts secured by any such security documents or with respect to notes
evidencing debts so secured Borrower agrees to pay or to reimburse Lender upon
demand the amount of such taxes.
The words "Lender" and "Borrower" whenever occurring herein shall be
deemed and construed to include their respective successors and assigns of
Lender and Borrower.
This instrument shall be construed according to and governed by the
laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note
under seal the day and year first above mentioned.
BLACK ROCK CAPITAL, LLC
BY:__________________________________
NAME:
TITLE:
