REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ____________, 2008, between International Energy, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Subscriber” and, collectively, the “Subscribers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of __________, 2009, by and between Mesa Energy Holdings, Inc. (formerly Mesquite Mining, Inc.), a Delaware corporation (the “Company”), and the subscribers set forth on the signature pages affixed hereto (the “Subscribers”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • 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”).
NDB ENERGY, INC. FORM OF SERIES C WARRANTArmada Oil, Inc. • December 11th, 2012 • Crude petroleum & natural gas • Nevada
This Warrant is being delivered pursuant to the terms and conditions of that certain Share Exchange Agreement (the “SEA”) date March <>, 2012 by and among the Company, Armada Oil, Inc. (“Armada”), the Holder and the other signatories thereto, in exchange for the Armada Series B Stock Purchase Warrants owned by the Holder and exchanged and cancelled in accordance with the terms of the SEA.
FORM OF WARRANTArmada Oil, Inc. • December 11th, 2012 • Crude petroleum & natural gas
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [·] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [·] (the “Initial Exercise Date”) and on or prior to the close of business on [·] (the “Termination Date”) but not thereafter, to subscribe for and purchase from NDB Energy, Inc., a Nevada corporation (the “Company”)1, up to[·] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNLIMITED GUARANTYUnlimited Guaranty • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • Texas
This Unlimited Guaranty (this “Guaranty”) is entered into effective July 22, 2011 by Tchefuncte Natural Resources, LLC, a Louisiana limited liability company (“Guarantor”), for the benefit of The F&M Bank & Trust Company (“Lender”) for itself and as Collateral Agent under the Intercreditor Agreement (as defined below). For valuable consideration, Guarantor absolutely and unconditionally guarantees and promises to pay to Lender or its order, in legal tender of the United States of America, the Obligations (as defined below) of Mesa Energy, Inc. (“Borrower”) to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing.
SECURITY AGREEMENTSecurity Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • Texas
This Security Agreement is entered into effective July 22, 2011, by Tchefuncte Natural Resources, LLC (“Grantor”), a Louisiana limited liability company, for the benefit of The F&M Bank & Trust Company (“Lender”). For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Obligations (as defined below) and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.
ContractSubscription Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • Nevada
THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER, OR AN EXEMPTION FROM, THE PROSPECTUS AND REGISTRATION REQUIREMENTS O THE 1933 ACT, OR (B) IN CANADA OR TO RESIDENTS OF CANADA EXCEPT PURSUANT TO PROSPECTUS EXEMPTIONS UNDER THE APPLICABLE PROVINCIAL SECURITIES LAWS AND REGULATIONS OR PURSUANT TO AN EXEMPTION ORDER MADE BY THE APPROPRIATE PROVINCIAL SECURITIES REGULATOR(S), IN EACH CASE AS EVIDENCED BY AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • Texas
This Pledge and Security Agreement (“Agreement”) is made as of the 22nd day of July, 2011, by Mesa Energy, Inc., a Nevada corporation (“Pledgor”), in favor of The F&M Bank & Trust Company, an Oklahoma state bank (“Lender”), as security for the Indebtedness of Pledgor to Lender. Pledgor hereby agrees with Lender as follows:
SECURITY AGREEMENTSecurity Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
The F&M Bank & Trust Company Dallas, Texas 75219Armada Oil, Inc. • December 11th, 2012 • Crude petroleum & natural gas • Texas
This letter sets forth the Loan Agreement (this “Loan Agreement”) among Mesa Energy, Inc., a Nevada corporation (“Borrower”); Mesa Energy Holdings, Inc., a Delaware corporation, Tchefuncte Natural Resources, LLC (“TNR”), a Louisiana limited liability company, and Mesa Gulf Coast, LLC (“MGC”), a Texas limited liability company (collectively, “Guarantors”); and The F&M Bank & Trust Company (“Lender”), an Oklahoma state bank, with respect to loans from Lender to Borrower and obligations of Borrower to Lender.
Amendment To Membership Interest Purchase AgreementMembership Interest Purchase Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas
This document shall serve as an Amendment to that certain Membership Interest Purchase Agreement dated June 1, 2011 by and between Mesa Energy Holdings, Inc., a corporation existing under the laws of Delaware (the “Parent”), Mesa Energy, Inc., a corporation existing under the laws of Nevada (the “Purchaser”), Tchefuncte Natural Resources, LLC, a Louisiana limited liability company (the “Company”), and the members of the Company listed on the signature pages hereof (collectively the “Sellers. The following amendment shall be effective upon execution of this document:
Share Exchange AgreementShare Exchange Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated March 21, 2012, is entered into by and among NDB Energy, Inc., a Nevada corporation (the “Company”), Armada Oil Inc., a Nevada corporation (“Armada”) and the persons listed on Exhibit A annexed hereto, representing the holders of all of the issued and outstanding securities of Armada (the “Armada Stockholders”).
AT-WILL EMPLOYMENT AGREEMENTAt-Will Employment Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • California
THIS AT-WILL EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between NDB Energy, Inc. (the “Company”), a corporation organized under the laws of the State of Nevada and Rhonda B. Rosen (the “Executive”), an individual residing in the State of New Jersey, dated as of the 1st day of May, 2012 (each a “Party” and, collectively the “Parties”).
Armada Oil, Inc. 10777 Westheimer Road, Suite 1100 Houston, Texas 77042 Telephone: (800) 676-1006Employment Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
This Employment Agreement (the “Agreement”) is made and entered as of October 11, 2012, by and between Armada Oil, Inc. (the “Company”), a Nevada corporation, having an office located at 10777 Westheimer Road, Suite 1100, Houston, Texas 77042, and James J. Cerna, Jr. (the “Executive”), a resident of the State of California.
SEISMIC AND FARMOUT OPTION CONTRACT Carbon County, WYSeismic and Farmout Option Contract • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • Colorado
THIS SEISMIC AND FARMOUT OPTION CONTRACT (this “Contract”) is entered into effective on October 22, 2012, between Anadarko E & P Company LP and Anadarko Land Corp. (collectively referred to as "Anadarko"), with an office in Denver, Colorado, hereinafter sometimes referred to as "Farmor", and Armada Oil, Inc., with an office in Houston, TX, hereinafter sometimes referred to as "Operator".
EXCHANGE AGREEMENTExchange Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
This EXCHANGE AGREEMENT (the “Agreement”) made and entered effective as of June 16, 2011, by and between Mesa Energy Holdings, Inc., a Delaware corporation (the “Company”) and Whalehaven Capital Fund Ltd., a Bermuda Corporation (“Whalehaven”).
Palladium Capital Advisors, LLC New York, New York 10169 Tel (646) 485-7297 Fax (646) 390-6328 Email jp@palladiumcapital.comArmada Oil, Inc. • December 11th, 2012 • Crude petroleum & natural gas • New York
This will confirm the understanding and agreement (the “Agreement”) between PALLADIUM CAPITAL ADVISORS, LLC, a Delaware limited liability company (“Palladium”), and INTERNATIONAL ENERGY, INC., a Nevada corporation (the “Company”), as follows:
STOCK OPTION AGREEMENT MESA ENERGY HOLDINGS, INC.Stock Option Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas
SECOND AMENDMENT TO EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas • Texas
THIS AMENDMENT TO EMPLOYMENT SERVICES AGREEMENT (“Amendment”), dated as of the 1st day of October, 2012, is between Mesa Energy Holdings, Inc. a Delaware corporation, (hereinafter referred to as the “Company”), and Rachel L. Dillard, (“Executive”). Company and Executive are sometimes hereinafter collectively called the “Parties” and individually called a “Party.”
FIRST MODIFICATION OF OFFICE LEASEOffice Lease • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas
This First Modification of Office Lease (the “Modification”) is entered into as of the 28th day of February, 2012, by and between SPRING VALLEY CENTER, LLP, a Texas Limited Liability Partnership, (“Landlord”) and MESA ENERGY, INC. (“Tenant”)
RESTRICTED STOCK GRANT AGREEMENT MESA ENERGY HOLDINGS, INC.Restricted Stock Grant Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas
RE: Amendment and ExtensionArmada Oil, Inc. • December 11th, 2012 • Crude petroleum & natural gas
Whereas in a Letter Agreement dated February 7, 2012, TR Energy, Inc. (TR), and Armada Oil, Inc. (Armada) did enter into a Purchase and Option Agreement covering certain lands in Carbon County, Wyoming; and whereas, both TR and Armada agree that certain terms of the original agreement need to be amended;
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas
This document shall serve as an Amendment to that certain Executive Employment Agreement (“Agreement”) dated August 31, 2009 by and between Mesa Energy Holdings, Inc., 5220 Spring Valley Road, Suite 525, Dallas, TX 75254 ("Company"), and Randy M. Griffin, 4021 Mildenhall Drive, Plano, TX 75093 (“Executive”):
AMENDMENT TO EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • December 11th, 2012 • Armada Oil, Inc. • Crude petroleum & natural gas
THIS AMENDMENT TO EMPLOYMENT SERVICES AGREEMENT (“Amendment”), dated as of the 17th day of October, 2011, is between Mesa Energy Holdings, Inc. a Delaware corporation, (hereinafter referred to as the “Company”), and Rachel L. Dillard, (“Employee”). Company and Employee are sometimes hereinafter collectively called the “Parties” and individually called a “Party.”
