UNLIMITED GUARANTYUnlimited Guaranty • December 27th, 2013 • Armada Oil, Inc. • Crude petroleum & natural gas • Texas
This Unlimited Guaranty (this “Guaranty”) is entered into effective December 19, 2013 by TNR Holdings, LLC, a Delaware 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.
THE F&M BANK & TRUST COMPANY Dallas, Texas 75219Loan Agreement • December 27th, 2013 • Armada Oil, Inc. • Crude petroleum & natural gas
This letter (this "Amendment") amends the Loan Agreement dated July 22, 2011, originally 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, as previously amended by a First Amendment to Loan Agreement dated September 21, 2012, a Second Amendment dated October 1, 2012, and a Third Amendment dated November 27, 2013 (as amended, the "Loan Agreement"). Capitalized terms below not otherwise defined herein shall have the meanings assigned in the Loan Agreement.
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 27th, 2013 • Armada Oil, Inc. • Crude petroleum & natural gas • Delaware
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • December 27th, 2013 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
This Consulting Services Agreement ("Agreement"), dated as of December 20, 2013, is made and entered into by and between Coral Reef Capital LLC, a Delaware limited liability company ("Consultant"), and TNR Holdings LLC, a Delaware limited liability company (the "Company").
UNIT PURCHASE AGREEMENT By and Among TNR HOLDINGS LLC, MESA ENERGY, INC., ARMADA OIL, INC., and GULFSTAR RESOURCES LLC Dated as of December 20, 2013Unit Purchase Agreement • December 27th, 2013 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D Use of Proceeds for Initial Closing Use of Proceeds for Subsequent Closing(s) Use of Proceeds for Purchase Option Exercise Form of LLC Agreement EXHIBIT E Form of Contribution Agreement EXHIBIT F Form of Opinion of Company Counsel EXHIBIT G Form of Transition Services Agreement EXHIBIT H Pro Forma Statement of Assets and Liabilities
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 27th, 2013 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of December 20, 2013 by and between MESA ENERGY, INC., a Nevada corporation (“Mesa”), and TNR HOLDINGS LLC, a Delaware limited liability company (“TNR”; together with Mesa, collectively, the “Parties” and each, individually, a “Party”).
