SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT dated as of March 30, 2012 by and between TRI-VALLEY CORPORATION, and GEORGE T. GAMBLE 1991 TRUSTSenior Secured Note and Warrant Purchase Agreement • April 5th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
This SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT dated as of March 30, 2012 (this “Agreement”), is made by and between Tri-Valley Corporation, a Delaware corporation (the “Company” or “Debtor”), and George T. Gamble 1991 Trust (“Purchaser”), in respect of a 14% Senior Secured Note due April 30, 2013 in the aggregate principal amount of Three Million Two Hundred Ninety-Eight Thousand Three Hundred Nine Dollars and 84/100 (US$3,298,309.84) (the “Note”) and a warrant (the “Warrant”) to purchase an aggregate of 3,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), at the exercise price of US$0.19 per share (the “Exercise Price”) for a period of five (5) years from the Closing Date. The Note, Warrant and Common Stock acquirable upon exercise of the Warrant (“Warrant Shares”) are collectively referred to as the “Securities.”
TRI-VALLEY CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of March 30, 2012, by and between Tri-Valley Corporation, a Delaware corporation (the “Company”), and the “Purchaser” named in that certain Senior Secured Note and Warrant Purchase Agreement by and among the Company and the Purchaser, dated as of an even date herewith (the “Purchase Agreement”). Capitalized terms used in this Agreement without definition have the respective meanings ascribed thereto in the Purchase Agreement.
GUARANTY AGREEMENT (this “Guaranty”) Dated as of: March 30, 2012Guaranty Agreement • April 5th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 5th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of March 30, 2012 (the “Effective Date”), is by and between TRI-VALLEY CORPORATION, a Delaware corporation (“Debtor”), and GEORGE T. GAMBLE, TRUSTEE OF THE GEORGE T. GAMBLE 1991 TRUST (“Purchaser”), in respect of the 14% Senior Secured Note due April 30, 2013 (the “Note”), issued by Debtor on the date hereof and payable to Purchaser. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Purchase Agreement (defined below).
April 3, 2012 George T. Gamble 1991 Trust c/o G. Thomas Gamble, Trustee Oakville, CA 94562 Re: Registration Deferral Dear Tom:Senior Secured Note and Warrant Purchase Agreement • April 5th, 2012 • Tri Valley Corp • Crude petroleum & natural gas
On March 30, 2012, Tri-Valley Corporation (“Tri-Valley”) and the George T. Gamble 1991 Trust (the “Gamble Trust”), being the holder of all three Existing Notes, entered into a Senior Secured Note and Warrant Purchase Agreement (the “Purchase Agreement”), pursuant to which the parties cancelled the Existing Notes in exchange for a new Senior Secured Note in aggregate principal amount of $3,298,309.84 (which includes interest accrued through March 1, 2012), due April 30, 2013 (the “Senior Secured Note”), plus a Warrant to purchase 3,000,000 shares of Common Stock, at an exercise price equal to $0.19 per share. Capitalized terms used in this letter without definition have the respective meanings ascribed thereto in the Purchase Agreement.
On March 30, 2012, Tri-Valley Corporation (“Tri-Valley”) and the George T. Gamble 1991 Trust (the “Gamble Trust”), being the holder of all three Existing Notes, entered into a Senior Secured Note and Warrant Purchase Agreement (the “Purchase...Senior Secured Note and Warrant Purchase Agreement • April 5th, 2012 • Tri Valley Corp • Crude petroleum & natural gas
Reference is hereby made to the Assignment of Overriding Royalty Interest, dated as of March 30, 2012 (the “Assignment”), executed by Tri-Valley Oil & Gas Co. (“TVOG”) in favor of the Gamble Trust, pursuant to which, as an inducement to the Gamble Trust to provide longer-term funding to Tri-Valley, TVOG assigned to the Gamble Trust, in perpetuity, the following overriding royalty interests (collectively, the “Assigned ORRIs”): (i) 2.0% of its overriding royalty interests on the Claflin lease, (ii) 1.0% of its overriding royalty interests with respect to all of the other leases (besides the Claflin lease) described on Exhibit A attached to the Assignment, and (iii) 1.0% of its overriding royalty interests on any other currently held or hereafter acquired lease within the area of mutual interest specified therein. The parties desire to provide that payment of the overriding royalties due under the Assigned ORRIs will not commence until after all Obligations under the Senior Secured Note
