EXHIBIT 10.1
EXECUTION COPY 11.19.14
RESIGNATION AND SETTLEMENT AGREEMENT
This RESIGNATION AND SETTLEMENT AGREEMENT (this "Agreement") is entered
into as of November 27, 2014, by and among Three Forks, Inc. (the "Company"),
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ("Dragul"), ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Young"), (Nichols, Walford,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall be referred to collectively as an "Exiting
Person"), ▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇▇ ("Whithall"), Texas Tea Associate
Group, LLC, a Georgia limited liability company ("TTAG"), Enterprise
Opportunities Corporation, a Georgia corporation ("EOC"), CPC International
Corporation, a Georgia corporation ("CPC"), and ▇▇▇ ▇▇▇▇ ("Ness") (Dender,
Whithall, TTAG, EOC, CPC and Ness shall be referred to as the "Designated
Investors").
WITNESSETH THAT:
WHEREAS, the company is a Colorado corporation and has certain shares of
its common stock, 0.001 par value, registered with the U.S. Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as
amended (the "1933 Act").
WHEREAS, Nichols, Pollard, Young and Dragul are current members of the
Board of Directors of the Company;
WHEREAS, ▇▇▇▇▇▇▇ is the current Chairman of the Board, Chief Executive
Officer and Secretary of the Company;
WHEREAS, ▇▇▇▇▇▇▇ is the former President and Chief Operating Officer of the
Company;
WHEREAS, Walford is a former Director and Chief Executive Officer of the
Company;
WHEREAS, the Designated Investors owned shares of common stock and/or
options to purchase common stock of the Company;
WHEREAS, certain disagreements have arisen concerning, inter alia,
management and direction of the Company; employees, compensation, use of
proceeds and other matters concerning the operation of the Company;
WHEREAS, in light of the costs, delays and uncertainties attendant to any
continued dispute or litigation regarding matters related to the Company's
business, the parties desire to compromise their differences and settle and
resolve all matters in controversy between them.
WHEREAS, the Company and the other parties hereto desire to resolve the
disputes in accordance with the terms of this Agreement; and
NOW THEREFORE, for good and valuable consideration, receipt of which is
acknowledged by all parties, the parties hereto agree as follows:
I. DEFINITIONS
1. The following terms used in this Agreement shall have the following
definitions:
a. "Current Company Directors" means Nichols, Pollard, Young and Dragul.
b. "Incoming Directors" means ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
("▇▇▇▇▇").
c. "Loan" shall mean that certain Loan and Credit Agreement to the
Company from Guaranty Bank dated May 9, 2014 in the original principal
amount of $1,200,000.00 plus accrued interest and any other fees due
and payable pursuant thereto.
d. "Loan Payoff" shall mean the date that the Loan is paid in full.
e. "▇▇▇▇▇▇▇ Consulting Agreement" shall mean the Consulting Agreement
between ▇▇▇▇▇▇▇ and the Company dated September 1, 2012 and shall not
include the Amendment thereto, dated March 1, 2014, which is null and
void.
f. "Options" shall mean options, warrants, or other interests of or
agreements of any kind to purchase Stock to be issued or awarded by
the Company, whether pursuant to the Stock Option Plan or otherwise.
g. "Stock" shall mean the common stock of the Company, par value, $0.01
per share.
h. "Stock Option Plan" shall mean the 2013 Three Forks, Inc. Stock Option
and Award Plan, as amended from time to time.
i. "1934 Act" shall mean the Securities Exchange Act of 1934, as amended.
j. Management Representations and Warranties. Each Exiting Person hereby
represents and warrants, severally and not jointly, to each of the
Designated Investors and the Company that each to the best of such
Exiting Person's knowledge (and, to the extent that any item is
disclosed in this Settlement Agreement or in any schedule to this
Agreement, such disclosure shall be deemed to be made in this
Agreement and on all schedules hereto) that:
i. There are no other material debts or liabilities or other
undisclosed transactions between any Exiting Person and the
Company or any subsidiaries or affiliates that have occurred,
except as set forth on Schedule 2(a)(i) or (iii) including,
without limitation, amendments, modifications or supplements to
such Exiting Person's employment agreement, consulting or
personal services agreement, other than as executed in connection
with this Agreement.
ii. There are no other equity, Options, warrants or written or other
binding agreements or obligations regarding equity of any kind of
the Company and its subsidiaries or affiliates, with Company
management or any third party, except as set forth on Schedule
2(a)(ii) or Schedule 2(a)(iii).
iii. Schedule 2.(a)(iii) sets forth the capitalization of the Company
as of the date hereof, both actually issued and outstanding and
on a fully diluted basis (except to the extent such
capitalization is effected by the terms and
conditions of this Agreement). Except as set forth on Schedule
2(a)(iii), there are no Options, warrants, rights or agreements
by the Company to purchase Stock or Options of the Company.
iv. Such Exiting Person is not in violation of any material term of
any agreement by or with the Company; provided that all matters
and disputes which are settled pursuant to the terms of this
Agreement shall be excepted out of such representation and
warranty, for which no party admits whether or not any term of
any agreement was violated.
v. there is no agreement by and among the Exiting Persons to sell,
transfer or assign and Stock or Options.
vi. All filings made by the Company and any filings and
certifications made by the Exiting Persons with the SEC are
accurate, true and complete in all material respects.
vii. other than as disclosed in the Company's filings with the SEC,
there is no material agreement or liability with respect to the
Company.
k. Representation of Exiting Persons. Each of the Exiting Persons hereby
represents and warrants to the Company and the Designated Investors
that he owns 100% of the issued and outstanding Stock and Options of
the Company, free and clear of all perfected liens and encumbrances.
II. Representations and Warranties of All Parties
Each of the parties hereto severally and not jointly, hereby represents and
warrants to each of the other parties party hereto as follows:
a. Except for the representations and warranties expressly set forth in
this Settlement Agreement, the parties make no other representations
or warranties, express or implied.
b. That it has the requisite power and authority to execute, deliver and
perform its obligations under this Settlement Agreement.
c. The execution and delivery of this Agreement and the performance of
its obligations hereunder will not violate its certificate of
incorporation or bylaws, partnership agreement or other organizational
documents, result in any breach of any of the terms or conditions of,
or constitute a default under, applicable law, or, to our knowledge,
any written indenture, contract, instrument, agreement, lease or
license to which it is a party or by which it or its properties is
bound, or, to its knowledge, constitute an event which would permit
any party to modify, alter, amend, cancel, or otherwise affect or
terminate any such indenture, contract, instrument, agreement or
license or require any waivers, consents or approvals which have not
been obtained.
d. Each party further warrants and represents that:
i. he/it has been represented by counsel or has had the opportunity
to consult with counsel in connection of their choice with this
Agreement and all matters provided for herein;
ii. he/it has been fully advised by said attorney with respect to
his/its rights and obligations under this Agreement, and all
matters provided for therein; and
iii. he/she/it has entered into this Agreement knowingly,
intelligently, freely and voluntarily.
III. Covenants of Exiting Persons, Designated Investors and the Company
a. Each of the following parties agrees, severally and not jointly, that
from and after the date hereof:
i. Cooperation. Such Exiting Person, Designated Investors and the
Company will promptly and fully cooperate with the Company in
connection with any filing which is required to be made pursuant
to SEC law, rules and regulations and other applicable law and to
make any required filings with the SEC.
ii. Non-Disparagement. Each of the Exiting Persons, the Company and
the Designated Investors each shall avoid making any disparaging,
derogatory, accusatory or defamatory or untrue statements or
allegations against the other.
iii. Future Management Role. Each Exiting Person covenant and agrees
not to serve or stand for election or reelection in the future as
an officer, director, executive officer, committee member,
employee or consultant of the Company or any of its affiliates or
act as a nominee or agent thereof.
iv. Rule 14(:t) Filing. Within three business days of the date of
this Agreement, the Current Company Directors shall cause the
Company to file the SEC the information with respect to a change
in a majority of Directors as required by Rule 14(+/-) of the
1934 Act substantially in the form as attached as Exhibit "A" and
as mutually by the parties hereto.
v. New Loan. In connection with the payoff of the $1,175,000
principal balance due under the Loan (the "Loan Payoff ') by
Resource Recovery, LLC, the Company and the Current Company
Directors agree to use their reasonable efforts to cause the
Company to enter into a new loan agreement, assignment and/or
modification or acknowledgment, as the case may be, with Resource
Recovery LLC, in the principal amount of $1,200,000. In addition
as a
condition to such payment by Resource Recovery thereof, the
Company shall simultaneously pay all interest, fees and other
costs due under the Loan to Guaranty Bank.
vi. vii. Incoming Directors. The Incoming Directors will be appointed
by the Current Company Directors for two-year terms to hold
office until the next annual general meeting of the Company's
stockholders or until removed from office in accordance with the
Company's Bylaws ("Bylaws") and the provisions of the Colorado
Revised Statutes. Each of the Incoming Directors will hold office
after the expiration of his or her term until his or her
successor is elected and qualified, or until he or she resigns or
is removed in accordance with the Bylaws and the provisions of
the Colorado Revised Statues. Each of the Exiting Persons shall
each resign their remaining positions with the Company and
affiliates as described herein on the Loan Pay Off Date.
b. Covenants of Exiting Persons and Walford.
i each Exiting Person shall execute a separate Confidentiality
Agreement concmTent herewith in the form attached as Exhibit "B"
as to the Company's business, targets, leases, lands, and
investors, which shall be effective for twenty four (24) months
from the date hereof. Walford acknowledges and agrees that he has
previously signed a Confidentiality Agreement, dated as of
February 28, 2014, which remains in full force and effect.
IV. ▇▇▇▇▇▇▇
2. ▇▇▇▇▇▇▇ shall simultaneous herewith:
a. surrender to the Company 1.5 million shares of Stock issued to
him for cancellation by the Company;
b. surrender to the Company all Options issued to him for immediate
cancellation by the Company;
c. resign as a Chairman, CEO, Secretary and Director and all
committees of the Company and from all other executive positions
with the Company, its subsidiaries and affiliates effective
immediately at (i) such time as the Loan is paid in full and (ii)
the ten-day notice period under ss. 240.14f-1 of the 1934 Act;
and
d. Upon full execution hereof, immediately execute the Board
resolution attached hereto to appoint the Incoming Directors as
directors to replace the Current Company Directors, which shall
be automatically become effective upon the resignation of such
directors as provided herein and the expiration of the ten-day
notice period under ss. 240.14f-l of the 1934 Act.
3. The ▇▇▇▇▇▇▇ Consulting Agreement is hereby amended to terminate at the
time and date of the effectiveness of ▇▇▇▇▇▇▇ resignation as a director of the
Company pursuant to this Agreement and as a result, ▇▇▇▇▇▇▇ shall be entitled to
a final payment equal to the amount of $8,500 pro-rated over the number of days
in the month through the effective date of the
resignation. No other compensation or payment is due and payable directly or
indirectly by the Company or its' subsidiaries and affiliates to ▇▇▇▇▇▇▇ in any
capacity whatsoever and any obligation of the Company to repurchase any Shares
owned by ▇▇▇▇▇▇▇ is terminated.
4. As a result of this Agreement, ▇▇▇▇▇▇▇ will now own 500,000 shares of
Stock and no Options.
▇. ▇▇▇▇▇▇▇
5. Walford shall simultaneous herewith:
a. surrender to the Company 1.5 million shares of Stock for
immediate cancellation by the Company; and
b. surrender to the Company all Options issued to him for immediate
cancellation by the Company.
6. As a result of this Agreement, Walford will now own 500,000 shares of
Stock and no Options.
7. No other compensation or payment is due and payable directly or
indirectly by the Company or its' subsidiaries and affiliates to Walford in any
capacity whatsoever and any obligation of the Company to repurchase any Shares
owned by Walford is terminated.
VI. EOC
8. EOC shall immediately surrender to the Company all but 500,000 of
Options issued to it that are exercisable at $0.10 per Option share, for
immediate cancellation by the Company.
9. As a result of this Agreement, EOC will now own no shares of Stock and
500,000 Options.
10. No other compensation is due and payable directly or indirectly by the
Company or its' subsidiaries or affiliates to EOC in any capacity whatsoever.
VII. CPC
11. CPC shall immediately surrender to the Company the 500,000 Options
issued to it for immediate cancellation by the Company.
12. As a result of this Agreement, CPCs will now own no shares of Stock and
no Options.
13. No other compensation is due and payable directly or indirectly by the
Company or its subsidiaries and affiliates to CPC in any capacity whatsoever.
VIII. TTAG
14. TTAG immediately surrender to the Company the 500,000 Options issued to
it for immediate cancellation by the Company.
15. As a result of this Agreement, TTAG will now own no shares of Stock and
no Options.
16. No other compensation is due and payable directly or indirectly to TTAG
by the Company or its subsidiaries and affiliates in any capacity whatsoever.
IX. ▇▇▇▇▇▇▇
17. ▇▇▇▇▇▇▇ shall simultaneous herewith :
a. surrender to the Company 1,750,000 of the Options issued to him
for immediate cancellation by the Company, such that ▇▇▇▇▇▇▇
shall retain 500,000 Options exercisable at $0.10 per Option
share;
b. resign as a director and any committees of the Company, its
subsidiaries and affiliates, effective immediately at such time
as (i) the Loan is paid in full and (ii) the ten-day notice
period underss.240. l 4f-1 of the 1934 Act has expired; and
c. Upon full execution hereof, execute the Board resolution attached
hereto to appoint the Incoming Directors as directors to replace
the Current Company Directors, which shall be effective upon the
resignation of such directors as provided herein and the
expiration of the ten-day notice period under ss.240.14f-l of the
1934 Act.
18. As a result of this Agreement, ▇▇▇▇▇▇▇ will now own no shares of Stock
and 500,000 Options.
19. No other compensation is due and payable directly or indirectly by the
Company or its subsidiaries and affiliates to ▇▇▇▇▇▇▇ in any capacity whatsoever
and any obligation of the Company to repurchase any Shares owned by ▇▇▇▇▇▇▇ is
terminated. However, if the Stock Option Plan is cancelled, terminated or
otherwise eliminated by the Company, any portion of the Option to purchase
500,000 shares retained by ▇▇▇▇▇▇▇ hereunder that remains then unexpired or
unexercised will at ▇▇▇▇▇▇▇'▇ election be converted to shares of Stock of the
Company at the stock price of such Option.
▇. ▇▇▇▇▇
20. Young shall simultaneously herewith:
a. resign as a Director and any committees of the Company, its
subsidiaries and affiliates, effective immediately at such time
as the Loan is paid in full and (ii) the ten-day notice period
underss.240.14f-1 of the 1934 Act has expired;
b. surrender to the Company 400,000 shares of Stock and 100,000
Options issued to him for immediate cancellation by the Company;
and
c. upon full execution hereof, execute the Board resolution attached
hereto to appoint the Incoming Directors as directors to replace
the Current Company Directors, which shall be effective upon the
resignation of such directors as provided herein and the
expiration of the SEC Form 14(f) ten-day notice period under ss.
240.14f-1 of the 1934 Act.
21. As a result of this Agreement, Young will now own no shares of Stock
and no Options.
22. No other compensation is due and payable directly or indirectly by the
Company or its' subsidiaries and affiliates to Young in any capacity whatsoever.
XI. ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇ shall simultaneously herewith:
a. resign as a director and any committees of the Company, its
subsidiaries and affiliates, effective immediately at such time
as the Loan is paid in full and (ii) the ten-day notice period
underss.240.14f-1 of the 1934 Act ; and
b. Upon full execution hereof, execute the Board resolution attached
hereto to appoint the Incoming Directors as directors to replace
the Current Company Directors, which shall be effective upon the
resignation of such directors as provided herein and the
expiration of the ten-day notice period under ss. 240.14f-1 of
the 1934 Act.
24. As a result of this Agreement, Dragul will now own 137,000 shares of
Stock and no Options.
25. No other compensation is due and payable directly or indirectly by the
Company or its' subsidiaries and affiliates to Dragul in any capacity
whatsoever.
XII. The Company's Representations, Warranties & Covenants
26. In connection with the terms and conditions of this Agreement, the
Company represents, warrants and covenants to:
a. pay ▇▇▇▇▇▇▇ all monthly cash fees due pursuant to the ▇▇▇▇▇▇▇
Consulting Agreement (at the rate of $8,500.00 per month) through
his effective date of resignation on a pro-rated basis as
described herein within three business days of the effective date
of his resignation;
b. not reissue any of the Stock or Options being surrendered herein
and cancelled by the Company pursuant to this Agreement, provided
that the Company may issue new stock or options or other
compensation for new capital investment or bona fide services
performed for the Company;
c. send notice through its transfer agent to the shareholders as
required under SS. 240.14f-l of the 1934 Act as soon as
practicable after payment of the Loan as contemplated hereunder;
use its reasonable efforts to keep its SEC filings and Form S-1
(or other applicable form as may be available) current for at
least one year following the date of this Agreement, and shall,
without limitation, use its reasonable efforts to timely make all
SEC filings, including but not limited to Form 8-K, required of
it by the actions contemplated by this Agreement;
d. use its reasonable efforts to maintain D&O liability coverage
with a carrier of equal or better rating than National Union Fire
Insurance of Pittsburgh and in amounts no less than and with a
retention of no greater than the policy in effect for the Company
as of the date of this Agreement, for at least two years from the
date of this Agreement. Notwithstanding the foregoing, the
Company shall have no obligation to maintain such insurance if
the Company determines in good faith that such insurance is not
reasonably available, the premium costs are disproportionate to
the amount of coverage provided, the coverage is reduced by the
exclusions so as to provide an insufficient benefit.
e. have as of the date hereof after giving effect to the
transactions contemplated herein, a total of (i) 100,000,000
authorized Shares, of which [7,628, 160] Shares will be issued
and outstanding (ii) 5,000,000 authorized Options, of which [ ]
Options under the Stock Option Plan are issued and outstanding
and an additional [] Options which are Non-Qualified Options are
issued and outstanding, and (iii) 25,000,000 shares of Preferred
Stock authorized, 500,000 shares are designated Class A
Preferrred Convertible Shares, no par value, none of such
Preferred Stock will be issued and outstanding.
XIII. Mutual Release and Indemnification.
27. The Designated Investors and the Company, for themselves and their
respective successors, officers, employees, representatives, agents, directors,
heirs and assigns, hereby severally and not jointly release and forever
discharge the Exiting Persons, and each of them, and their respective heirs,
executors, administrators, successors, and assigns, from any and all claims,
damages, actions, causes of action, judgments, liabilities, demands, costs and
controversies of any kind, in law, equity or otherwise, whether known or
unknown, including, but not limited to, any facts related to the Company and any
other claims which any of the Designated Investors or the Company may have or
had against the Exiting Persons, or any one or more of them, prior to the date
of this Agreement, which released claims shall include any and all claims based
on federal, state or local law, statute, public policy or otherwise.
28. The Exiting Persons and the Designated Investors, and each of them, and
their respective heirs, executors, administrators, successors, and assigns,
shall be indemnified by the Company against all liability, costs and expenses
actually and reasonably incurred by any one of them in connection with the
defense of any action, suit or proceeding in which any one of them may be
involved or to which any one of them may be made a party by reason of his being
or having been a director or officer of the Company, to the fullest extent
permitted by applicable
Colorado law. Costs and expenses herein shall not include any settlement not
approved or authorized by the Company Further, the Company shall pay for or
reimburse the reasonable expenses any of them may incur in advance of final
disposition of the proceeding to the fullest extent provided under applicable
Colorado law. The foregoing right of indemnification shall not be exclusive of
other rights to which he or she may be entitled as a matter of law or by
agreement. However, notwithstanding anything contained to the contrary, if
alleged acts of the Exiting Persons are litigated and found to be outside the
scope of their respective positions or duties, or are fraudulent, or in bad
faith or breach of contract, in violation of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as
amended or any similar successor statute, the 1933 Act, the 1934 Act or other
applicable law, rule or regulation, the indemnity provisions described in this
Agreement shall not apply and all and all such expenses so advanced shall be
repaid to the Company.
29. Each of the Current Company Directors and the Company for themselves
and their respective successors, officers, employees, representatives, agents,
directors, heirs and assigns, hereby release and forever discharge each member
of the Designated Investors and their respective employees, shareholders,
members, agents, heirs, executors, administrators, successors, and assigns, from
any and all claims, damages, actions, causes of action, judgments, liabilities,
demands, costs and controversies of any kind, in law, equity or otherwise,
whether known or unknown, including, but not limited to, any facts related to
the Company, and any other claims which any of the Current Company Directors
and/or the Company may have or had against any member of the Designated
Investors and their respective employees, shareholders, members, agents, heirs,
executors, administrators, successors, and assigns prior to the date of this
Agreement, which released claims shall include any and all claims based on
federal, state or local law, statute, public policy or otherwise.
XIV. General Provisions
30. AMENDMENTS. This Agreement may not be amended unless in writing and
with the consent of the parties executing this Agreement below. Notwithstanding
the foregoing, the observance of any term may be waived (either generally or in
a particular instance and either retroactively or prospectively) by a party in
writing with respect to the performance or obligation of another party.
31. SPECIFIC ENFORCEMENT. Each party expressly agrees that the other
parties will be irreparably damaged if this Agreement is not specifically
enforced. Upon a breach or threatened breach of the terms, covenants and/or
conditions of this Agreement by any party, the other parties shall, in addition
to all other remedies, each be entitled to seek a temporary or permanent
injunction, without showing any actual damage, and/or a decree for specific
performance, in accordance with the provisions of this Agreement.
32. GOVERNING LAW; JURISDICTION; VENUE. This Agreement shall be governed by
and construed under the laws of the State of Colorado without regard to
principles of conflict of laws. Sole and exclusive venue for any suit or action
of any nature concerning this Agreement shall be in the state of Federal courts
in the State of Colorado.
33. SUCCESSORS AND ASSIGNS. This Agreement is not assignable by any of the
parties hereto, and any attempt to do so shall be void.
34. SEVERABILITY. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement, and the balance of this Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.
35. NO THIRD PARTY BENEFICIARIES. No person or entity not a named party to
this Agreement shall have any rights under this Agreement, including rights as a
third party beneficiary.
36. ENTIRE AGREEMENT/COUNTERPARTS. This Agreement constitutes the entire
agreement between the parties about its subject and supersedes all prior
agreements by and among the parties hereto. This Agreement may be executed in
one or more counterparts, which together shall constitute one instrument.
37. COOPERATION. All of the parties, their respective boards of directors
and their representatives on the board of directors of the Company (to the
extent applicable) shall cooperate to provide the necessary and appropriate
consents, approvals and authorizations that are necessary to consummate the
transactions described herein.
38. DISCLAIMER. Nothing contained in this Agreement, and the compromise and
settlement contemplated thereby, may be construed as an admission or concession
(a) of any liability or wrongdoings; (b) regarding any of the findings of fact
of the jury; or (c) regarding any of the conclusions of law of any court, in
each case, with respect to any and all claims that have been or could have been
asserted in any legal proceeding. Except as to any proceedings, actions or
claims between the parties hereto themselves, nothing contained herein, or the
settlement contemplated hereby, shall have any res judicata or collateral
estoppel effect with respect to any proceedings, actions or claims to which the
parties hereto or any other persons or entities are or may be parties. Further,
nothing contained herein, or the settlement contemplated thereby shall affect,
impair or limit the right of any party to bring an action arising from a breach
of the obligations hereunder or to enforce any judgment that may be entered in
said action, including, without limitation, obtaining liens or encumbrances in
respect of such judgment
Three Forks, Inc. CPC International Corporation (CPC)
By: _________________________ By: _____________________________
Its: ________________________ Its: ____________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Enterprise Opportunities Corporation
___________________________ By: ____________________________
Its: ___________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Texas Tea Associate Group, LLC
____________________________ By: ____________________________
Its: ___________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
____________________________ ________________________________
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
____________________________ ________________________________
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
_____________________________ _________________________________
Schedule 2 (a) (i)
None
Schedule 2 (a) (ii)
None
Schedule 2(a)(iii)
Capitalization Table
Market
Value of Vested
Orignal Date Exercise Stock-Based Options
Options Expiration Price on Valuation [Warrants]
[Warrant] of Options of Option Report Outstanding at
Description Granted [Warrant] [Warrant] 12/31/13 11/27/14
------------------------------------------------------------------------------------------------------------------------------------
Non Qualified Stock Options (NQSO) Not Part of a Plan OPTIONS
Enterprises Opportunities Corporation
(Purchased options for $50,000)
[New Option issued 12/7/14] 11/1/2013 3/5/2018 0.1000 0.1360 500,000
▇▇▇▇▇▇ ▇▇▇▇▇
(Purchased options for $200,000) 11/22/2013 11/22/2016 1.0000 0.1360 200,000
Remington 401K Plan
(Purchased options for $150,000) 3/11/2014 3/11/2017 1.0000 0.1360 150,000
▇▇▇▇▇▇▇ (Purchased options for $100,000) 3/21/2014 3/21/2017 1.0000 0.1360 100,000
Hawkeye Oil and Gas (Purchased options for $105,000) 4/1/2014 4/1/2017 1.0000 0.1360 105,000
▇▇▇▇▇ ▇▇▇▇▇▇▇ (Purchased options for $100,000) 4/3/2014 4/3/2017 1.0000 0.1360 100,000
▇▇▇▇▇ ▇▇▇▇▇ (Purchased options for $100,000) 4/4/2014 4/4/2017 1.0000 0.1360 100,000
▇▇▇▇▇ ▇▇▇▇▇▇▇ (Purchased options for $100,000) 4/14/2014 4/14/2017 1.0000 0.1360 100,000
▇▇▇▇ ▇▇▇▇▇ (Purchased options for $100,000) 4/14/2014 4/14/2017 1.0000 0.1360 100,000
Non Qualified Stock Warrants (NQSO) Not Part of a Plan WARRANTS
Purchase of 100,000 warrant - ▇ ▇ ▇▇▇▇▇ 3/31/2014 3/31/2016 1.0000 0.1360 100,000
Purchase of 190,000 warrant - Tincup Oil and Gas LLC 3/31/2014 3/31/2016 1.0000 0.1360 190,000
Purchase of 600,000 warrant - Estate of ▇▇▇▇▇▇▇ ▇▇▇▇
[New Warrant issued 12/7/14] 3/31/2014 3/31/2019 1.0000 0.1360 600,000
Purchase of 400,000 warrant - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
[New Warrant issued 12/7/14] 3/31/2014 3/31/2019 1.0000 0.1360 400,000
Purchase of 100,000 warrant - ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ 3/31/2014 3/31/2016 1.0000 0.1360 100,000
Purchase of 300,000 warrant - ▇▇▇▇▇▇ ▇▇▇▇▇
[New Warrant issued 12/7/14] 3/31/2014 3/31/2019 1.0000 0.1360 300,000
--------------
3,145,000
==============
------------------------------------------------------------------------------------------------------------------------------------
2013 Stock Option Plan OPTIONS
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 3/5/2013 3/5/2018 0.1000 0.0880 500,000
▇▇▇▇ ▇▇▇▇▇ 3/15/2013 3/15/2016 1.0000 0.0880 25,000
▇▇▇ ▇▇▇▇ 4/1/2013 4/1/2017 0.1000 0.0880 100,000
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/23/2013 5/23/2018 0.1000 0.0880 77,260
▇▇▇▇▇ ▇▇▇▇▇ 8/1/2013 5/1/2018 0.1000 0.0880 8,288
▇▇▇▇ ▇▇▇▇ 9/30/2013 9/30/2016 0.1000 0.0880 12,466
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 9/30/2013 9/30/2016 0.1000 0.0880 37,397
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 10/7/2013 10/7/2016 0.1000 0.1360 20,000
▇▇▇▇▇ ▇▇▇▇▇▇ 11/1/2013 11/1/2016 0.1000 0.1360 3,447
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 12/15/2013 12/15/2016 1.0000 0.1360 25,000
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 12/15/2013 12/15/2016 1.0000 0.1360 25,000
▇▇▇▇▇▇ ▇▇▇▇▇ 12/15/2013 12/15/2016 1.0000 0.1360 25,000
▇▇▇ ▇▇▇▇ 12/15/2013 12/15/2016 1.0000 0.1360 10,000
▇▇▇▇ ▇▇▇▇▇▇▇▇ 12/15/2013 12/15/2016 1.0000 0.1360 10,000
▇▇▇▇▇ ▇▇▇▇▇ 12/15/2013 12/15/2016 1.0000 0.1360 10,000
▇▇▇▇ ▇▇▇▇ 12/15/2013 12/15/2016 1.0000 0.1360 10,000
▇▇▇▇▇ ▇▇▇▇▇▇ 12/15/2013 12/15/2016 1.0000 0.1360 10,000
▇▇▇▇ ▇▇▇▇▇▇▇ 12/15/2013 12/15/2016 1.0000 0.1360 5,000
▇▇▇▇▇ ▇▇▇▇▇▇▇ 7/1/2014 7/1/2019 0.1000 0.1360 240,000
--------------
653,858
WARRANTS
▇▇▇ ▇▇▇▇▇▇▇▇ (Purchase Warrant for $27.50) 5/1/2013 5/1/2018 3.00 0.1360 275,000
--------------
928,858
==============
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock Outstanding at 11/27/2014 After Settlement Agreement
Shares of common stock outstanding at 11/27/2014 before Settlement Agreement 11,697,677
Changes per Settlement Agreement:
Surrender of Shares owned by W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (1,500,000)
Surrender of Shares owned by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (1,500,000)
Surrender of Shares owned by ▇▇▇▇ ▇▇▇▇▇ (400,000)
--------------
8,297,677
==============
Shares of Common Stock, Options and Warrants outstanding on a fully diluted basis
at 11/27/14 After Settlement Agreement 12,371,535
==============
