AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among KENTUCKY USA ENERGY, INC. (formerly known as Las Rocas Mining Corp.) KY ACQUISITION CORP. and KY USA ENERGY, INC. May 2, 2008Agreement and Plan of Merger and Reorganization • May 8th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
ESCROW AGREEMENTEscrow Agreement • May 8th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
This Escrow Agreement (this “Agreement”) is entered into as of May 2, 2008, by and among Kentucky USA Energy, Inc., formerly known as Las Rocas Mining Corp., a Delaware corporation (the “Parent”), Steven D. Eversole (“Eversole”) (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • Delaware
This Executive Employment Agreement (this “Agreement”) is made as of May 2, 2008 (the “Effective Date”) between KENTUCKY USA ENERGY, INC., a Delaware corporation (the “Company”), and STEVEN D. EVERSOLE (the “Executive”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • May 8th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • Delaware
This SPLIT-OFF AGREEMENT, dated as of this 2nd day of May, 2008 (this “Agreement”), is entered into by and among Kentucky USA Energy, Inc., formerly known as Las Rocas Mining Corp., a Delaware corporation (“Seller”), Christopher Greenwood (“Greenwood” or “Buyer”), Las Rocas Leaseco Corp., a Delaware corporation (“Leaseco”), and KY USA Energy, Inc., a Kentucky corporation (“KY USA”).
IR SHARES ESCROW AGREEMENTIr Shares Escrow Agreement • May 8th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas • New York
This Escrow Agreement (this “Agreement”) is entered into as of May 2, 2008, by and between Kentucky USA Energy, Inc., a Delaware corporation (the “Company”), and Gottbetter & Partners, LLP (the “Escrow Agent”).
May 2, 2008 Kentucky USA Energy, Inc. Santa Barbara, CA 93101 Attention: Christopher Greenwood, President Dear Sir:Kentucky USA Energy, Inc. • May 8th, 2008 • Crude petroleum & natural gas • Delaware
Reference is made to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among KY USA Energy, Inc., a Kentucky corporation (“KY USA”), Kentucky USA Energy, Inc., a Delaware corporation (the “Company”), and KY Acquisition Corp., a Kentucky corporation and a wholly owned subsidiary of the Company (the “Transactions”). In connection with the Merger Agreement, KY USA stockholders shall receive common stock, par value $0.0001 per share, of the Company (the “Common Stock”) in consideration for shares of KY USA held by them at the effective time of the merger. In consideration of the Company and KY USA entering into the Merger Agreement, the undersigned hereby agrees as follows:
GENERAL RELEASE AGREEMENTGeneral Release Agreement • May 8th, 2008 • Kentucky USA Energy, Inc. • Crude petroleum & natural gas
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of this 2nd day of May, 2008, is entered into by and among Kentucky USA Energy, Inc., formerly known as Las Rocas Mining Corp., a Delaware corporation (“Seller”), Christopher Greenwood (“Greenwood” or “Buyer”), Las Rocas Leaseco, Inc., a Delaware corporation (“Leaseco”), and KY USA Energy, Inc., a Kentucky corporation (“KY USA”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
