AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG FOOTHILLS RESOURCES, INC., BRASADA ACQUISITION CORP. AND BRASADA CALIFORNIA, INC. April 6, 2006Agreement and Plan of Merger and Reorganization • April 6th, 2006 • Foothills Resources Inc • Metal mining • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 6, 2006, by and among Foothills Resources, Inc., a Nevada corporation (the “Parent”), Brasada Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”) and Brasada California, Inc., a Delaware corporation (together with its predecessor in interest, Brasada Resources LLC, the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining
THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated April 6, 2006 (the “Effective Date”), between Foothills Resources, Inc., a Delaware corporation with its principal place of business located at P.O. Box 2701, Bakersfield, California 93303, its affiliates, subsidiaries, successors and assigns (the “Company”), and W. Kirk Bosché, an individual residing at 14619 Carols Way Drive, Houston, Texas 77070 (the “Executive”).
FARMOUT AND PARTICIPATION AGREEMENTFarmout and Participation Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining
This Farmout and Participation Agreement (“Agreement”) is between Farmer and Farmee, and shall be effective as of the date it is executed by Farmee as provided in Section 10.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this ___ day of ________ 2006 (the “Effective Date”) between Foothills Resources, Inc., a Nevada corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
FORM OF LOCK-UP AGREEMENT April ___, 2006Up Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining • New York
Reference is made to that certain binding Term Sheet (the “Term Sheet”), dated as of February 15, 2006, as amended, by and among Foothills Resources, Inc. (the “Company”), Tompkins Capital Group and Brasada Resources LLC, the corporate predecessor to Brasada California, Inc. (“Brasada”), relating to the proposed merger (the “Merger”) of Brasada Acquisition Corp., a wholly-owned subsidiary of the Company (“Acquisition Sub”) with and into Brasada. In connection with the Merger, the Company, Acquisition Sub and Brasada also entered into that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of April __, 2006, pursuant to which shares of Brasada’s capital stock are proposed to be exchanged for shares of common stock of the Company, par value $0.001 per share (the “Common Stock”). The purpose of this letter agreement (the “Letter Agreement”) is to set forth the agreement contemplated by the Term Sheet between the Company and each of the officers and
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining • Nevada
This INDEMNITY AGREEMENT (the “Agreement”) is dated as of April __, 2006 and is made by and between Foothills Resources, Inc. a Nevada corporation (the “Company”), and _______, an officer or director of the Company (the “Indemnitee”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this ___ day of April, 2006, by and among Foothills Resources, Inc., a Nevada corporation (the “Company”), Brasada California, Inc., a Delaware corporation (“Brasada”) and the investor identified on the signature page to this Agreement (the “Investor”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • April 6th, 2006 • Foothills Resources Inc • Metal mining • New York
SPLIT-OFF AGREEMENT, dated as of this 6th day of April 2006 (this “Agreement”), by and among Foothills Resources, Inc., a Nevada corporation (“Seller”), J. Earl Terris (“Purchaser”), Foothills Leasco, Inc., a Nevada corporation (“Leasco”), and Brasada California, Inc., a Delaware corporation (“Brasada”).
