AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • June 30th, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
This AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT, dated as of June 25, 2020 (this “Agreement”), is among Viking Energy Group, Inc., a Nevada corporation (the “Debtor”), and Camber Energy, Inc., a Nevada corporation (“Camber”), the holder of the Debtor’s 10.5% Secured Promissory Notes, in the original aggregate principal amounts of $5,000,000 and $4,200,000 (collectively, the “Note”), Camber’s endorsees, transferees and assigns (collectively, the “Secured Party”) and is agreed and consented to by the Transaction Subsidiaries named in Recital A and signatory hereto. This Agreement amends and restates in its entirety that certain Security and Pledge Agreement entered into by and between Camber and the Debtor dated February 3, 2020, dealing with the subject matter hereof, but not that certain other Security and Pledge Agreement, dated as of the same date, entered into between Camber and the Debtor.
NEITHER THIS SECURITY NOR THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Viking Energy Group, Inc. • June 30th, 2020 • Crude petroleum & natural gas • Nevada
THIS 10.5% SECURED PROMISSORY NOTE is one of a series of duly authorized and validly issued 10.5% Promissory Notes of Viking Energy Group, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 15915 Katy Freeway, Suite 450, Houston, Texas, 77094, designated as its 10.5% Secured Promissory Note due February 3, 2022, subject to the extension rights set out herein (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENT dated as of June 25, 2020 by and between CAMBER ENERGY, INC. (PURCHASER) and VIKING ENERGY GROUP, INC. (COMPANY)Securities Purchase Agreement • June 30th, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of June 25, 2020, by and between VIKING ENERGY GROUP, INC., a Nevada corporation, (the “Company”), and CAMBER ENERGY, INC., a Nevada corporation, (the “Purchaser”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • June 30th, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
This SECURITY AND PLEDGE AGREEMENT, dated as of June 25, 2020 (this “Agreement”), is among Viking Energy Group, Inc., a Nevada corporation (“Viking”), and Camber Energy, Inc., a Nevada corporation (“Camber”) and is agreed and consented to by the Subsidiaries named in Recital A and signatory hereto.
ASSIGNMENT OF MEMBERSHIP INTERESTSAssignment of Membership Interests • June 30th, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Texas
This Assignment of Membership Interests (this “Assignment”), dated effective as of June 25, 2020 (the “Effective Date”), is entered into by and between Viking Energy Group, Inc., a Nevada corporation (“Viking”), and Camber Energy, Inc., a Nevada corporation (“Camber”).
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 2020 • Viking Energy Group, Inc. • Crude petroleum & natural gas • Nevada
This Third Amendment to Agreement and Plan of Merger (this “Agreement”), dated and effective as of June 25, 2020 (the “Effective Date”), amends that certain Agreement and Plan of Merger dated February 3, 20201, as amended by the First Amendment thereto dated on or around May 27, 20202 and the Second Amendment thereto dated on or around June 15, 20203 (as amended to date, the “Plan of Merger”), by and between Viking Energy Group, Inc., a Nevada corporation (“Viking”), and Camber Energy, Inc., a Nevada corporation (“Camber”). Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Plan of Merger. References in the quoted paragraphs of Section 1 hereof to “Agreement” refer to the Plan of Merger, whereas references to “Agreement” in the other Sections of this Agreement refer to this Third Amendment to Agreement and Plan of Merger.
