SUBSCRIPTION AGREEMENT RICHFIELD OIL & GAS COMPANY A Nevada CorporationSubscription Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co
THIS SUBSCRIPTION AGREEMENT made this ___ day of __________, 2011 by and between Richfield Oil & Gas Company, a Nevada corporation (the “Issuer”), and _________________ (the “Subscriber”), who, for and in consideration of the promises and covenants set forth herein, do here to agree as follows:
EXECUTIVE EMPLOYMENT AGREEMENT FOR DOUGLAS C. HEWITT, SR.Executive Employment Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
This Executive Employment Agreement (“Agreement”) is entered into by and between Douglas C. Hewitt, Sr. (“Employee”) and Richfield Oil & Gas Company (“Richfield”), for and on behalf of itself, its subsidiaries, and its affiliated companies (collectively, “Employer”), as of January1, 2012 (the “Effective Date”).
SETTLEMENT AGREEMENTSettlement Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Kansas
THIS SETTLEMENT AGREEMENT (the "Agreement") is made and entered into effective as of March 31, 2011, by and between NOSTRA TERRA OIL AND GAS COMPANY, PLC (“NTOG”), on one hand, and each of HEWITT PETROLEUM INC. ("HPI"), and HEWITT ENERGY GROUP, INC., ("HEG”) (collectively, the "Hewitt Entities"). NTOG and the Hewitt Entities are referred to collectively as the "Parties," and individually as "the" or "a" "Party."
TERMINATION OF EXECUTIVE EMPLOYMENT AGREEMENT AND RELEASEEmployment Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
The following Termination of Executive Employment Agreement is made between Michael A Cederstrom ("Cederstrom") and Hewitt Petroleum Inc. ("HPI") with an effective date of March 1, 2011 and based upon the following facts:
EXTENSION AND RESTATMENT OF CONVERTIBLE PROMISSORY NOTESRICHFIELD OIL & GAS Co • December 30th, 2011
THIS EXTENSION AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTES (this “Restatement”) is entered into effective as of the 31st day of March, 2011, by and between FREEDOM OIL & GAS, INC., a Nevada corporation (“Maker”), and QUANTUM ENERGY & TECHNOLOGIES, LLC, a Utah limited liability company ("Holder”).
EXECUTIVE AGREEMENT FORExecutive Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
This Executive Agreement (“Agreement”) is entered into by and between J. David Gowdy (“Employee”) and Hewitt Petroleum. Inc., to be renamed Richfield Oil & Gas Company ("HPI”), for and on behalf of itself, its subsidiaries, and its affiliated companies (collectively, “Employer”), as of March 31, 2011 (the "Effective Date").
ContractRICHFIELD OIL & GAS Co • December 30th, 2011
Michael P. Russon SKYLINE OIL, LLC Alpine, Utah 84004 Re: Moroni Prospect, Sanpete County, Utah Dear Mike:RICHFIELD OIL & GAS Co • December 30th, 2011
This letter will serve to confirm our understanding and agreement between Freedom Oil & Gas, Inc. (“FREEDOM”), and Skyline Oil, LLC (“SKYLINE”) to participate in the Moroni Prospect and Well upon the following terms and conditions:
SETTLEMENT AGREEMENTSettlement Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Kansas
This Settlement Agreement (“Agreement”) is made and entered into effective as of March 31, 2011, by and between Tim J. Mahoney, Bloomfield LLC, M.I.C. Inc. and Mahoney Investment Corporation, Inc., EC Services. LLC (hereinafter collectively “MAHONEY”), and Hewitt Energy Group, Inc. (“HEG”), Hewitt Operating, Inc. (“HOPN”) and Hewitt Petroleum, Inc. (hereinafter collectively “HEWITT”). MAHONEY and HEWITT are referred to as the “the Parties,” and any one of the Parties is sometimes referred to as a “Party”.
ContractRICHFIELD OIL & GAS Co • December 30th, 2011 • Utah
THIS NOTE IS A SECURITY WHICH HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE NOTE UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
Re: Purchase of Working InterestRICHFIELD OIL & GAS Co • December 30th, 2011
This letter will serve to confirm our understanding and agreement for the purchase by you from Hewitt Petroleum, Inc. (“HPI”) of a 0.50% working interest (“WI”) in the Utah Overthrust Project, as follows:
Glenn MacNeil 1554 Jarvie Crescent Milton, Ontario Canada L9T 5Z3 December 6, 2011RICHFIELD OIL & GAS Co • December 30th, 2011
This letter will serve to confirm our understanding and agreement for the purchase by you of a 0.50% working interest (WI) in the Liberty #1 Well and in the 1,184-acre leasehold and Nephi Prospect from Richfield Oil & Gas Company (“Richfield”), as follows:
Re: Stock ReconciliationRICHFIELD OIL & GAS Co • December 30th, 2011
This letter will serve to confirm our understanding and agreement for the issuance of additional shares of Hewitt Petroleum, Inc. (“HPI”) to you as follows:
TERMINATION OF EXECUTIVE EMPLOYMENT AGREEMENT AND RELEASEEmployment Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
The following Termination of Executive Employment Agreement is made between R. Charles Muchmore (“Muchmore”) and Hewitt Petroleum Inc. (“HPI”) with an effective date of March 1, 2011 and based upon the following facts:
FINANCIAL SERVICES AGREEMENTFinancial Services Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
This Financial Services Agreement ("Agreement") is made and is effective as of April 1, 2011 (the “Effective Date”), by and between Hewitt Petroleum, Inc, a Delaware Corporation, 15 W. South Temple, Suite 1210, Salt Lake City, Utah 84101 (the “Company” or “HPI”) and MacKov Investments Limited, 1554 Jarvie Crescent, Milton, Ontario, Canada L9T 5Z3 ("Contractor”).
ContractRICHFIELD OIL & GAS Co • December 30th, 2011 • Utah
SETTLEMENT AND MUTUAL RELEASESettlement and Mutual Release • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
The following Settlement and Mutual Release Agreement is made between John McFadden (“McFadden”) and Hewitt Petroleum Inc. (“HPI”) with an effective date of March 31, 2011.
EXECUTIVE EMPLOYMENT AGREEMENT FOR DOUGLAS C. HEWITT, SR.Executive Employment Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
This Executive Employment Agreement ("Agreement”) is entered into by and between Douglas C. Hewitt, Sr. ("Employee") and Hewitt Petroleum, Inc. to be renamed Richfield Oil & Gas Company ("HPI”), for and on behalf of itself, its subsidiaries, and its affiliated companies (collectively, “Employer”), as of March 31, 2011 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENT FOR GLENN G. MACNEILExecutive Employment Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
This Executive Employment Agreement (“Agreement”) is entered into by and between Glenn G. MacNeil (“Employee”) and Richfield Oil & Gas Company (“Company”), for and on behalf of itself, its subsidiaries, and its affiliated companies (collectively, “Employer”), as of January 1, 2012 (the “Effective Date”).
Second Addendum to SETTLEMENT AGREEMENTSettlement Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co
This Second Addendum to Settlement Agreement (“Agreement”) is made and entered into effective as of July 7, 2011, by and between Tim J. Mahoney, Bloomfield LLC, and M.I.C. Inc, hereinafter collectively "MAHONEY"), and Hewitt Energy Group, Inc. (“HEG”), Hewitt Operating, Inc. (“HOPIN”) and Richfield Oil & Gas Company (formerly Hewitt Petroleum, Inc.) (Hereinafter collectively “HEWITT”). MAHONEY and HEWITT are referred to as the "the Parties," and any one of the Parties is sometimes referred to as a "Party".
Re: Purchase of Overriding Royalty InterestRICHFIELD OIL & GAS Co • December 30th, 2011 • Ontario
This letter will serve to confirm our understanding and agreement for the purchase by MacKov Investments Limited (“MacKov”) from Hewitt Petroleum, Inc. (“HPI”) of certain overriding royalty interests (“ORRI”) in oil & gas leases owned or to be acquired by HPI in Kansas, as follows:
FINANCIAL SERVICES AGREEMENTFinancial Services Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
This Financial Services Agreement ("Agreement") is made and is effective as of January 1, 2012 (the “Effective Date”), by and between Richfield Oil & Gas Company, a Nevada Corporation, 15 W. South Temple, Suite 1210, Salt Lake City, Utah 84101 (the “Company” or “Richfield”) and MacKov Investments Limited, 1554 Jarvie Crescent, Milton, Ontario, Canada L9T 5Z3 ("Contractor”).
Addendum to SETTLEMENT AGREEMENTSettlement Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co
This Addendum to Settlement Agreement ("Agreement") is made and entered into effective as of May 17, 2011, by and between Tim J. Mahoney, Bloomfield LLC, and M.I.C. Inc. (hereinafter collectively "MAHONEY"), and Hewitt Energy Group, Inc. ("HEG”), Hewitt Operating, Inc. ("HOPIN") and Hewitt Petroleum, Inc. (hereinafter collectively "HEWITT"). MAHONEY and HEWITT are referred to as the "the Parties," and any one of the Parties is sometimes referred to as a "Party".
Re: Stock Exchange AgreementRICHFIELD OIL & GAS Co • December 30th, 2011 • Utah
WHEREAS, Hewitt Petroleum, Inc., a Delaware corporation (“HPI”) has an authorized capital of 200,000,000 shares of common stock, par value $0.001 per share (the “HPI Common Stock”), with 141,015,806 shares of HPI Common Stock issued and outstanding, and 10,000,000 shares of non-voting preferred stock, par value $0.001 per share (of which none are issued and outstanding); and
AGREEMENT AND PLAN OF MERGER Between HEWITT PETROLEUM, INC. And RICHFIELD OIL & GAS COMPANYAgreement and Plan of Merger • December 30th, 2011 • RICHFIELD OIL & GAS Co • Nevada
This Agreement and Plan of Merger (this "Agreement") is made and entered into as of March 31, 2011, by and between HEWITT PETROLEUM, INC., a Delaware corporation ("Hewitt"), and RICHFIELD OIL & GAS COMPANY, a Nevada corporation ("Richfield"). Hewitt and Richfield are sometimes hereinafter collectively referred to as the "Constituent Corporations."
CLOSING AGREEMENTClosing Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co
This Closing Agreement is between Hewitt Petroleum, Inc., a Delaware corporation and its subsidiaries (“HPI”) and Freedom Oil & Gas, Inc., a Nevada corporation (“Freedom”), and is executed pursuant to the Stock Exchange Agreement dated March 4, 2011 (the “Exchange Agreement”).
August 31, 2011 Michael P. Russon SKYLINE OIL, LLC Alpine, Utah 84004 Re: Moroni Prospect, Sanpete County, Utah Dear Mike:RICHFIELD OIL & GAS Co • December 30th, 2011
This letter will serve to confirm our understanding and agreement between Richfield Oil & Gas Company (“Richfield”), and Skyline Oil, LLC (“Skyline”) as follows:
SECOND AMENDMENT TO EXTENSION AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTESRICHFIELD OIL & GAS Co • December 30th, 2011
THIS SECOND AMENDMENT TO EXTENSION AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTES (this “Second Amendment to Extension”) is entered into effective as of the 30th day of September, 2011, by and between RICHFIELD OIL & GAS COMPANY (formerly Freedom Oil & Gas, Inc.), a Nevada corporation (“Maker”), and QUANTUM ENERGY & TECHNOLOGIES, LLC, a Utah limited liability company (“Holder”).
AMENDMENT TO EXTENSION AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTESRICHFIELD OIL & GAS Co • December 30th, 2011
THIS AMENDMENT TO EXTENSION AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTES (this “Amendment to Extension”) is entered into effective as of the 20th day of July, 2011, by and between FREEDOM OIL & GAS, INC., a Nevada corporation (“Maker”), and QUANTUM ENERGY & TECHNOLOGIES, LLC, a Utah limited liability company (“Holder”).
SETTLEMENT AND MUTUAL RELEASESettlement and Mutual Release • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
The following Settlement and Mutual Release Agreement is made between Douglas C. Hewitt (“Hewitt”) and Hewitt Petroleum Inc. (“HPI”) with an effective date of March 31, 2011.
Re: Purchase of Working Interest in the Liberty #1 Well and Nephi ProspectRICHFIELD OIL & GAS Co • December 30th, 2011
This letter will serve to confirm our understanding and agreement for the purchase by you from Hewitt Petroleum, Inc. (“HPI”) of a 0.50% working interest (“WI”), carried in the Liberty #1 Well only to the tanks, and “head’s up” as to all costs thereafter under the JOA in the Nephi Prospect (the “CWI”), as follows:
SETTLEMENT AND MUTUAL RELEASESettlement and Mutual Release • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
The following Settlement and Mutua1 Release Agreement is made between Paul S. Hewitt (“Hewitt”) and Hewitt Petroleum Inc. (“HPI”) with an effective date of March 31, 2011.
LEASE FINANCING AGREEMENTLease Financing Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co
This Lease Financing Agreement is entered into by and between HEWITT PETROLEUM, INC., 15 W. South Temple, Suite 1050, Salt Lake City, UT 84101 (“HPI”), and JUPITER LP, 1941 Ridgehill Drive, Bountiful, Utah 84010 (“Lender”). The parties agree as follows:
OPERATING AGREEMENT LIBERTY #1 WELL DATED: March 25, 2010Operating Agreement • December 30th, 2011 • RICHFIELD OIL & GAS Co • Utah
This memorandum, Mortgage and Financing Statement may be executed in any number of counterparts, each of which shall be considered an original for all purposes and shall be binding upon the heirs, successors and assigns of the parties. The Operator is hereby authorized to compile the signature and notary pages from each of the counterparts in order to have an instrument containing signature and notarial acknowledgements of all parties for recording purposes.
