REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 3, 2014, between Westcott Products Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT WESTCOTT PRODUCTS CORPORATIONWestcott Products Corp • June 3rd, 2014 • Retail-lumber & other building materials dealers
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Effective Date (as defined in the Purchase Agreement)(the “Termination Date”) but not thereafter, to subscribe for and purchase from Westcott Products Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 3, 2014, between Westcott Products Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of June 2, by and among Westcott Products Corporation, a Delaware corporation (“Parent”); Dala Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”); Dala Petroleum Corp., a Nevada corporation (“Company”) and wholly-owned subsidiary of Chisholm Partners II, LLC, a Louisiana limited liability company (“Company Shareholder”). The foregoing are sometimes singly referred to as a “Party” or collectively as the “Parties.”
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • Delaware
This is an Incentive Stock Option Agreement (“Agreement”) between Westcott Products Corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above.
OPTION PARTICIPATION AGREEMENTOption Participation Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • Colorado
Chisholm Partners II LLC, a Louisiana limited liability company (“Chisholm”) and Dala Petroleum Corp., a Nevada corporation (“Dala”), (Chisholm and Dala may be referred to herein individually as “Party” and collectively as “Parties”), hereby enter into this Option Participation Agreement (“OPA”), effective May 2014, to wit:
THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE “MEMORANDUM”) IS NOT TO BE SHOWN OR GIVEN TO ANY PERSON OTHER THAN THE PERSON WHOSE NAME APPEARS HEREON AND IS NOT TO BE PRINTED OR REPRODUCED IN ANY MANNER WHATSOEVER. FAILURE TO COMPLY WITH THIS...Securities Purchase Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers
ESCROW AGREEMENTEscrow Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • Utah
This Escrow Agreement (the “Agreement”), dated as of the 16th of April, 2014 (the “Effective Date”), is entered into by and between Westcott Products Corporation (the “Company”), Brunson Chandler & Jones, PLLC as escrow agent (“Escrow Agent”) and the Investor listed on the signature page attached hereto (“Investor”).
FORM OF LOCK-UP AGREEMENTSecurities Purchase Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • New York
Securities Purchase Agreement, dated as of June 3, 2014 (the “Purchase Agreement”), between Westcott Products Corporation, a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on the date signed by Executive below to be effective as of May 1, 2014 (the “Effective Date”), between DALA PETROLEUM CORP. (the “Employer” or “Company”) and EVERETT WILLARD GRAY II (“Executive”).
Escrow AgreementEscrow Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • Utah
This Escrow Agreement (the “Agreement”) is made this 3rd day of June, 2014, by and between Westcott Products Corporation, a Delaware corporation (“Parent”); Jenson Services, Inc., a Utah corporation (“Jenson Services”); and Brunson Chandler & Jones, (the “Escrow Agent”).
MASTER SERVICE AGREEMENTMaster Service Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • Colorado
In consideration of the mutual covenants set forth herein, Dala Petroleum Corp., a Nevada corporation (“Company”) and Chisholm Partners II LLC, a Louisiana limited liability company (“Contractor”) (the Company and the Contractor may be referred to herein individually as a “Party” and collectively as the “Parties”), hereby enter into this Master Service Agreement (“MSA”), effective this 3rd day of June, 2014 to read as follows:
