THIS AGREEMENT (this “ Agreement ”), dated
June __, 2009 is entered into by and between STRIKER OIL &
GAS, INC., a Nevada corporation (the “ Company
”), AFFILIATED HOLDINGS, INC. (“
Affiliated ”) and YA GLOBAL INVESTMENTS, L.P.
(the “ Buyer ”). Reference is made to
the Securities Purchase Agreement (the “ Securities
Purchase Agreement ”) dated as of May 17, 2007, as
amended, between the Company and the Buyer. All
capitalized terms used but not defined herein shall have the
meaning ascribed thereto in the Securities Purchase
Agreement.
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Pursuant to the
Securities Purchase Agreement and the documents and instruments
entered into in connection therewith, the Company issued to the
Buyer certain secured convertible debentures which were secured by,
among other things, a security interest in all the assets of the
Company and Affiliated.
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The Company
desires to borrow, and the Buyer is willing to lend, additional
funds to the Company for the benefit of both the Company and
Affiliated.
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Upon the terms
and conditions set forth herein, the Buyer will agree to loan
additional funds for the benefit of the Company and Affiliated on
the condition that the Company and Affiliated take certain steps to
obtain duly executed and properly recorded assignments of certain
leases and oil and gas rights and to provide the Buyer with a
perfected security interest in the assets of the Company and
Affiliated.
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NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, Affiliated, and the Buyer hereby agree
as follows:
1.
Additional Loan . In reliance on the
representations and warranties and the terms and conditions set
forth in this Agreement, upon the satisfaction of the condition
precedent set forth in Section 5 hereof, the Buyer shall make an
additional loan to the Company in accordance with the terms of the
promissory note (the “ Note ”) in the form
attached hereto as Exhibit A . The principal
amount of the Note shall be $500,000. Upon the issuance
of the Note the Buyer shall wire the principal amount to the
Company or its designees, less any fees or expenses to be paid to
the Buyer and deducted from the proceeds as set forth below, by
wire transfer of immediately available funds in accordance with the
closing statement attached hereto as Exhibit B .
2.
Catfish Creek Prospect (Texas) .
(a) The
Company shall promptly obtain and properly record assignments from
Perryman Exploration Partners, L.L.C. (“ Perryman
”) of leasehold interests, oil and gas wells, and equipment
with respect to those certain participation agreements among the
Company, Affiliated, and Perryman relating to the Catfish Creek
Prospect, including, without limitation Catfish Creek Wells # 1, 2,
and 3 and associated leases (collectively, the “ Catfish
Creek Property ”), to the satisfaction of the Buyer and
have the same filed of record in Texas, subject only to the payment
by the Company of approximately $468,301.53 owed to Perryman which
shall be paid from the proceeds of the Note.
(b) The
Company shall promptly grant the Buyer a lien and security interest
in and to the Catfish Creek Property and execute and deliver to the
Buyer for filing and recordation the Deed of Trust, Mortgage,
Assignment of Production, Security Agreement, Fixture Filing and
Financing Statement from the Company to the Trustee for the benefit
of the Buyer (the “ Deed of Trust ”) with
respect to the property described therein.
3.
North Edna Prospect (Louisiana) .
(a) The
Company and/or Affiliated shall promptly obtain all leasehold
assignments from Jordan Oil Company, Inc. (“ Jordan
”) with respect to those certain participation agreements
among the Company, Affiliated, and Jordan relating to the North
Edna Prospect (the “ North Edna Property ”) to
the satisfaction of the Buyer and have the same filed of record in
Louisiana.
(b) The
Company shall promptly grant the Buyer a lien and security interest
in and to the North Edna Property and execute and deliver to the
Buyer for filing and recordation the Mortgage, Assignment of
Production, Security Agreement, Fixture Filing and Financing
Statement from the Company to the Trustee for the benefit of the
Buyer (the “ Mortgage ”) with respect to the
property described
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