SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT dated as of May 4, 2012 by and between TRI-VALLEY CORPORATION, and GEORGE T. GAMBLE 1991 TRUSTSenior Secured Note and Warrant Purchase Agreement • May 7th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
This SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT dated as of May 4, 2012 (this “Agreement”), is made by and between Tri-Valley Corporation, a Delaware corporation (“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 One Million Five Hundred Thousand Dollars and NO/100 (US$1,500,000.00) (including all supplements thereto and amendments or modifications thereof, and all agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part, the “Note”) and a warrant (including all supplements thereto and amendments or modifications thereof, and all agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part, the “Warrant”) to purchase an aggregate of 1,365,000 shares of common stock, par value $0.001 per share (the “Common Stock”), at the exercise price of US$0.10 per share (the
GUARANTY AGREEMENT (this “Guaranty”) Dated as of: May 4, 2012Guaranty Agreement • May 7th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
May 4, 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 • May 7th, 2012 • Tri Valley Corp • Crude petroleum & natural gas
On May 4, 2012, Tri-Valley Corporation (“Tri-Valley”) and the George T. Gamble 1991 Trust (the “Gamble Trust”), being the holder of the Existing Note, entered into a Senior Secured Note and Warrant Purchase Agreement (the “Purchase Agreement”), pursuant to which the parties cancelled the Existing Note in exchange for a new Senior Secured Note in the aggregate principal amount of $1,500,000, due April 30, 2013 (the “Senior Secured Note”), plus a Warrant to purchase 1,365,000 shares of Common Stock, at an exercise price equal to $0.10 per share. Capitalized terms used in this letter without definition have the respective meanings ascribed thereto in the Purchase Agreement.
MODIFICATION OF TRANSACTION DOCUMENTSModification of Transaction Documents • May 7th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
THIS MODIFICATION OF TRANSACTION DOCUMENTS (this “Agreement”) is entered into as of May 4, 2012 by and between TRI-VALLEY CORPORATION, a Delaware corporation (“Debtor”), and GEORGE T. GAMBLE 1991 TRUST (“Purchaser”) to amend that certain Amended and Restated Pledge and Security Agreement dated as of March 30, 2012 by and between Debtor and Purchaser (including all supplements thereto and amendments or modifications thereof, and all agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part, “Pledge Agreement”) and the First Purchase Agreement (as hereinafter defined), in respect of the 14% Senior Secured Note dated as of March 30, 2012 (including all supplements thereto and amendments or modifications thereof, and all agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part, “First Note”), and the 14% Senior Secured Note dated as of May 4, 2012 (including all supplements thereto an
TRI-VALLEY CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of May 4, 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.
