Omnibus AgreementOmnibus Agreement • May 10th, 2012 • NYTEX Energy Holdings, Inc. • Crude petroleum & natural gas • New York
This Omnibus Agreement (this “Agreement”) is entered into as of May 4, 2012, by and among (i) NYTEX Energy Holdings, Inc. (“NYTEX Energy”), and NYTEX Petroleum, Inc. (collectively, “NYTEX Holdings”); (ii) WayPoint Capital Partners, LLC (“WCP”) and WayPoint Nytex, LLC (“WayPoint Nytex, and together with WCP and each of the subsidiaries of WCP and WayPoint Nytex, the “WayPoint Entities”); and (iii) NYTEX FDF Acquisition, Inc. (“NYTEX Acquisition”), New Francis Oaks, LLC (“New Francis”), Francis Drilling Fluids, Ltd. (“FDF”) and FDF-Cessna 210 N6542U, Inc. (“FDF-Cessna”) (NYTEX Acquisition, New Francis, FDF, FDF-Cessna and each of their subsidiaries, the “FDF Entities,” and together with the WayPoint Entities, the “WayPoint & FDF Entities”). Where applicable, NYTEX Holdings and the WayPoint & FDF Entities are collectively referred to as the “Parties” or each “Party.” Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Preferred Stock and Warra
AGREEMENT AND PLAN OF MERGER by and among FDF RESOURCES HOLDINGS LLC, NEW FRANCIS OAKS, LLC, and NYTEX FDF ACQUISITION, INC. dated as of May 4, 2012Merger Agreement • May 10th, 2012 • NYTEX Energy Holdings, Inc. • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 4, 2012, is made and entered into by and among FDF RESOURCES HODINGS LLC, a Delaware limited liability company (the “Purchaser”), NEW FRANCIS OAKS, LLC, a Delaware limited liability company (the “Company”), and NYTEX FDF ACQUISITION, INC., a Delaware corporation and the sole member of the Company (the “Sole Member”). The Purchaser, the Company and the Sole Member are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
ESCROW AGREEMENT among FDF RESOURCES HOLDINGS LLC and NYTEX FDF ACQUISITION, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Agent dated as of May 4, 2012Escrow Agreement • May 10th, 2012 • NYTEX Energy Holdings, Inc. • Crude petroleum & natural gas • New York
ESCROW AGREEMENT dated as of May 4, 2012, by and among THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (the “Escrow Agent”), the undersigned depositor (the “Depositor”) and the undersigned party (“Party B”; the Depositor and Party B are also individually herein referred to as an “Interested Party” and collectively as the “Interested Parties”).
Settlement AgreementSettlement Agreement • May 10th, 2012 • NYTEX Energy Holdings, Inc. • Crude petroleum & natural gas • New York
This Settlement Agreement (this “Agreement”) is entered into as of May 4, 2012, by and among (i) NYTEX Energy Holdings, Inc. (“NYTEX Energy”), and NYTEX Petroleum, Inc. (collectively, “NYTEX Holdings”); (ii) WayPoint Capital Partners, LLC (“WCP”) and WayPoint Nytex, LLC (“WayPoint Nytex, and together with WCP and each of the subsidiaries of WCP and WayPoint Nytex, the “WayPoint Entities”); (iii) NYTEX FDF Acquisition, Inc. (“NYTEX Acquisition”), New Francis Oaks, LLC (“New Francis”), Francis Drilling Fluids, Ltd. (“FDF”) and FDF-Cessna 210 N6542U, Inc. (“FDF-Cessna”) (NYTEX Acquisition, New Francis, FDF, FDF-Cessna and each of their subsidiaries, the “FDF Entities,” and together with the WayPoint Entities, the “WayPoint & FDF Entities”) and (iv) Michael G. Francis (“Michael Francis”) and Bryan Francis (“Bryan Francis”). Where applicable, NYTEX Holdings and the WayPoint & FDF Entities are collectively referred to as the “Parties” or each “Party.” Capitalized terms used and not otherwise
