SPLIT-OFF AGREEMENTSplit-Off Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
This SPLIT-OFF AGREEMENT, dated as of August 31, 2009 (this “Agreement”), is entered into by and among Mesa Energy Holdings, Inc., a Delaware corporation (“Seller”), Mesquite Mining Group, Inc., a Delaware corporation (“Split-Off Subsidiary”) and Beverly Frederick (“Buyer”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • Nevada
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of August 31, 2009, by and among Mesa Energy Holdings, Inc., a Delaware corporation (f/k/a Mesquite Mining, Inc.) (the “Parent”), Mesa Energy Acquisition Corp., a Nevada corporation (the “Acquisition Subsidiary”), and Mesa Energy, Inc., a Nevada corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
This Agreement is dated as of the 31st day of August, 2009 among Mesa Energy Holdings, Inc., a Delaware corporation (the "Company"), the subscribers listed on Schedule I hereto (“Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • Delaware
This Executive Employment Agreement (this “Agreement”) is made as of August 31, 2009 (the “Effective Date”) between MESA ENERGY HOLDINGS, INC., a Delaware corporation (the “Company”) having its principal offices at 5220 Spring Valley Road, Suite 525, Dallas, Texas, and RANDY M. GRIFFIN (the “Executive”), an individual residing at 4021 Mildenhall Drive, Plano, Texas 75093.
SUBSIDIARY GUARANTYSubsidiary Guaranty • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
IR SHARES ESCROW AGREEMENTIr Shares Escrow Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
This Escrow Agreement (this “Agreement”) is entered into as of August 31, 2009, by and between Mesa Energy Holdings, Inc., a Delaware corporation (the “Company”), and Gottbetter & Partners, LLP (the “Escrow Agent”).
NO SHORT SELLING AGREEMENTSelling Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
Reference is made to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Mesa Energy Holdings, Inc., a Delaware corporation (the “Company”), Mesa Energy, Inc., a Nevada corporation (“Mesa”), and Mesa Energy Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of the Company. In connection with consummation of the Merger (as defined in the Merger Agreement), Mesa stockholders shall receive shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company in consideration for shares of Mesa held by them at the effective time of the Merger. In consideration of the Company and Mesa entering into the Merger Agreement, the undersigned hereby agrees as follows:
GENERAL RELEASE AGREEMENTGeneral Release Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of August 31, 2009, is entered into by and among Mesa Energy Holdings, Inc., a Delaware corporation (“Seller”), Mesquite Mining Group, Inc., a Delaware corporation (“Split-Off Subsidiary”), and Beverly Frederick (“Buyer”). 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:
LOCK-UP AGREEMENTLock-Up Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
Reference is made to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Mesa Energy Holdings, Inc., a Delaware corporation (the “Company”), Mesa Energy, Inc., a Nevada corporation (“Mesa”), and Mesa Energy Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of the Company (the “Transactions”). In connection with the Merger Agreement, Mesa stockholders shall receive shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company in consideration for shares of Mesa held by them at the effective time of the merger. In consideration of the Company and Mesa entering into the Merger Agreement, the undersigned hereby agrees as follows:
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • September 3rd, 2009 • Mesa Energy Holdings, Inc. • Metal mining • New York
COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of August 31, 2009, among Collateral Agents, LLC (the “Collateral Agent”), and the parties identified on Schedule A hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire promissory Notes issued or to be issued by Mesa Energy Holdings, Inc., a Delaware corporation (“Parent”), and Mesa Energy, Inc., a Nevada corporation, Mesa Energy Operating LLC, a Texas limited liability company (each a “Guarantor” and together with Parent, each a “Debtor” and collectively, “Debtors”), on the dates set forth on Schedule A hereto and at, about or after the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes”).
