FOOTHILLS RESOURCES, INC. FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 11th, 2006 • Foothills Resources Inc • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2006, by and among Foothills Resources, Inc., a Nevada corporation (the “Company”), each institutional investor listed on Schedule 1 hereto and Sanders Morris Harris Inc., a Texas corporation (the “Placement Agent”), individually and as agent and attorney-in-fact for each retail investor listed on Schedule 2 hereto (each such institutional investor, retail investor and the Placement Agent referred to herein as a “Purchaser,” and collectively, the “Purchasers”).
PLEDGE AND SECURITY AGREEMENT dated as of September 8, 2006 between EACH OF THE GRANTORS PARTY HERETO and J. ARON & COMPANY, as the Secured PartyPledge and Security Agreement • September 11th, 2006 • Foothills Resources Inc • Crude petroleum & natural gas • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of September 8, 2006 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and J. ARON & COMPANY (the “Secured Party”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • September 11th, 2006 • Foothills Resources Inc • Crude petroleum & natural gas • New York
To Sanders Morris Harris Inc.: Please accept this letter as your authorization to pay $_________ to “Signature Bank as escrow agent for SMH/Foothills Res” from my account number __________.
FOOTHILLS RESOURCES, INC. FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 11th, 2006 • Foothills Resources Inc • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made as of September 8, 2006 by and among Foothills Resources, Inc., a Nevada corporation, (the “Company”), each institutional investor listed on Schedule 1 hereto and Sanders Morris Harris Inc., a Texas corporation (“SMH”), individually and as agent and attorney-in-fact for each retail investor listed on Schedule 2 hereto (each such institutional investor, retail investor and SMH is referred to herein individually an “Initial Investor” and, collectively, the “Initial Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2006 • Foothills Resources Inc • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of the 8th day of September, 2006 (the “Effective Date”) between Foothills Resources, Inc., a Nevada corporation (the “Company”), and TARH E&P Holdings, L.P., a Texas limited partnership (“TARH”).
CREDIT AND GUARANTY AGREEMENT dated as of September 8, 2006 among FOOTHILLS RESOURCES, INC., CERTAIN SUBSIDIARIES OF FOOTHILLS RESOURCES, INC., VARIOUS LENDERS, J. ARON & COMPANY, as Lead Arranger and Syndication Agent, and J. ARON & COMPANY, as...Credit and Guaranty Agreement • September 11th, 2006 • Foothills Resources Inc • Crude petroleum & natural gas • New York
