NOTE AND SECURITY AGREEMENTNote and Security Agreement • May 7th, 2014 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells • Delaware
FOR VALUE RECEIVED, each of the undersigned, RICHFIELD OIL & GAS COMPANY, a Nevada corporation (“Richfield”), HEWITT ENERGY GROUP, INC., a Texas corporation (“HEG”), HEWITT OPERATING, INC., a Utah corporation (“HOI”), HOI KANSAS PROPERTY SERIES, LLC, a Kansas series limited liability company (“HOI Kansas”), and HOI UTAH PROPERTY SERIES, LLC, a Utah series limited liability company (“HOI Utah”), and each of the series companies of HOI Kansas and HOI Utah (the “Series Companies”), each with an address of 175 South Main Street, Suite 900, Salt Lake City, UT 84111, (Richfield, HEG, HOI, HOI Kansas, HOI Utah, and the Series Companies, each a "Maker" and collectively, the “Makers”), hereby promise to pay STRATEX OIL & GAS HOLDINGS, INC., a Colorado corporation with an address of 30 Echo Lake Road, Watertown, CT 06795 (the "Payee"), the principal amount of (i) Three Million Dollars ($3,000,000.00) or (ii) such lesser amount as may be advanced to or for the benefit of the Makers hereunder, in
Agreement and Plan of Merger by and among Stratex Oil & Gas Holdings, Inc. a Colorado corporation ("Parent") Richfield Acquisition Corp. a Nevada corporation ("Merger Sub") and Richfield Oil & Gas Company a Nevada corporation ("Company") May 6, 2014Merger Agreement • May 7th, 2014 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells • Nevada
LOCK-UP AGREEMENTLock-Up Agreement • May 7th, 2014 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells • Nevada
VOTING AGREEMENTVoting Agreement • May 7th, 2014 • RICHFIELD OIL & GAS Co • Drilling oil & gas wells • Nevada
THIS VOTING AGREEMENT is entered into as of May 6, 2014, by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation ("Parent"), Richfield Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and each of the undersigned stockholders (each a "Stockholder" and collectively, the "Stockholders") of Richfield Oil & Gas Company, a Nevada corporation (the "Company").
