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AGREEMENT

Stock Purchase Agreement

AGREEMENT | Document Parties: AFFILIATED HOLDINGS, INC | STRIKER OIL & GAS, INC | YA GLOBAL INVESTMENTS, LP | Yorkville Advisors, LLC You are currently viewing:
This Stock Purchase Agreement involves

AFFILIATED HOLDINGS, INC | STRIKER OIL & GAS, INC | YA GLOBAL INVESTMENTS, LP | Yorkville Advisors, LLC

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Title: AGREEMENT
Date: 7/10/2009
Industry: Oil and Gas - Integrated     Sector: Energy

AGREEMENT, Parties: affiliated holdings  inc , striker oil & gas  inc , ya global investments  lp , yorkville advisors  llc
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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.

 

WHEREAS:

 

              

A.

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.

 

              

B.

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.

 

              

C.

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.

 

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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