Prosperity Bank UNLIMITED GUARANTYUnlimited Guaranty • April 16th, 2014 • Armada Oil, Inc. • Crude petroleum & natural gas • Texas
This Unlimited Guaranty (this “Guaranty”) is entered into effective April 10, 2014 by Armada Midcontinent, LLC, an Oklahoma limited liability company (“Guarantor”), for the benefit of Prosperity Bank, a Texas banking association, successor by merger to 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.
Prosperity Bank MORTGAGE AND SECURITY AGREEMENT (Oil and Gas)Mortgage and Security Agreement • April 16th, 2014 • Armada Oil, Inc. • Crude petroleum & natural gas • Texas
The undersigned, Armada Midcontinent, LLC (“Mortgagor”), an Oklahoma limited liability company, having a place of business at 5220 Spring Valley Road., Ste. 615, Dallas, Dallas County, Texas 75254, and Prosperity Bank, a Texas banking association, successor by merger to The F&M Bank & Trust Company (“Lender”), having a place of business at 3811 Turtle Creek Blvd., Suite 1700, Dallas, Dallas County, Texas 75219, agree as follows:
AMENDMENT TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • April 16th, 2014 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
AMENDMENT dated as of April 10, 2014 (this “Amendment”) to Unit Purchase Agreement dated December 20, 2013 (the “Purchase Agreement”) by and among TNR HOLDINGS LLC, a Delaware limited liability company (the “Company”), MESA ENERGY, INC., a Nevada corporation (“Mesa”), ARMADA OIL, INC., a Nevada corporation (“Armada”; together with Mesa, the “Parent Parties”) and GULFSTAR RESOURCES LLC, a Nevada limited liability company (the “Purchaser”). Capitalized but undefined terms used herein shall have the meanings ascribed to them in the Purchase Agreement.
AMENDED AND RESTATED TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 16th, 2014 • Armada Oil, Inc. • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of April 10, 2014 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”).
Prosperity BankProsperity Bank • April 16th, 2014 • 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 Prosperity Bank, a Texas banking association, successor by merger to 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, a Third Amendment dated November 27, 2013, and a Fourth Amendment dated December 19, 2013 (as amended, the “Loan Agreement”). Capitalized terms below not otherwise defined herein shall have the meanings assigned in the Loan Agreement.
