TERM
SHEET


Proposed
Terms of Transaction


 


This term sheet (“Term
Sheet”) sets forth certain material terms for the contribution of Oklahoma Energy Corp. (“OKE”)
to Armada Enterprises LP (“Armada LP”) (collectively, the “Transaction”).


 


Subject
to the foregoing, the parties propose to negotiate in good faith to agree upon the terms of any required agreements for the Transaction
that will provide for and/or incorporate the following:


 





	 	 	 	 	 	 	 
	 	1.
    Purpose of LOI	 	 	 	The
    purpose of this LOI is to	 
	 	 	 	 	 	 	 
	 	 	 	■	 	provide
    a formal Offer to OKE or its owners with regard to contribution of the OKE assets and oil reserves to Armada LP;	 
	 	 	 	 	 	 	 
	 	 	 	■	 	set
    forth the consideration for the contribution of the assets; and	 
	 	 	 	 	 	 	 
	 	 	 	■	 	define
    the term that requires negotiation in the definitive documents.	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	2.
    Description of Transaction	 	■	 	Contribution
    of One Hundred Percent (100%) of the assets of Oklahoma Energy or One Hundred Percent (100%) of the equity interests therein
    in exchange for Twenty Million (20,000,000) common LP Units (the “Common Units”) plus an IDR in the performance
    of the assets. 	 
	 	 	 	 	 	 	 
	 	3.
    Description of PTP	 	■	 	Armada
    Enterprises LP, a Delaware limited partnership, is a pre-re-PO publicly traded partnership (the “PTP”),
    which is situated to have interests and ownership in a variety of assets and enterprises, including Media, Hotels & Resorts,
    Real Estate Development, Aviation & Aerospace, and Maritime Ventures. The PTP has plans to acquire larger asset groups,
    including many located outside of the United States.	 
	 	 	 	 	 	 	 
	 	 	 	■	 	The
    PTP is a reporting issuer under the Securities Act of 1933 and current in its reporting requirements and its reports may be
    found on the SEC EDGAR filing system here: https://www.sec.gov/ cgi-bin/browse-edgar?action= getcompany&CIK=0001644889
    &owner=exclude&count=40	 
	 	 	 	 	 	 	 
	 	 	 	■	 	The
    primary business objective of the PTP is to generate stable cash flows to enable the distributions to the unit-holders that
    support current and pro-forma equity valuations.	 
	 	 	 	 	 	 	 
	 	 	 	■	 	The
    PTP is planning to file an S-1 registration statement that will qualify for a listing of its common LP Units on a senior stock
    exchange, such as the New York Stock Exchange (NYSE) or the NASDAQ National Markets.	 
	 	 	 	 	 	 	 
	 	 	 	■	 	The
    General Partner is Armada Enterprises GP, LLC, a Delaware limited liability company.	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	4.
    Description of Equity	 	■	 	The
    PTP’s LP Units have a price of $10.00 USD per Unit (the “Unit Price”), determined by their $0.50
    minimum annual distribution, as set in the LPA, based upon a 5% rate of return.	 
	 	 	 	 	 	 	 
	 	 	 	■	 	The
    Common Units will not receive distributions (i.e. have their spigot turned off) until the later of Six Months from issuance
    or the cash flowing from the acquired business is above $3.5 million USD per quarter.	 
	 	 	 	 	 	 	 




 




    	ARMADA
                                         ENTERPRISES, L.P.
 December 15, 17	1



     


    

 





	 	 	 	 	 	 	 
	 	 	 	■	 	IDRs,
    as defined in the LPA, are designed to give an increasing portion of distributions to their holders based upon Yield performance
    of an asset or the partnership as a whole.	 
	 	 	 	 	 	 	 
	 	 	 	■	 	The
    parties agree to negotiate the amount and nature of the IDRs in good faith upon completion of due diligence of the OKE reserves
    and analysis of their projected cash flows.	 
	 	 	 	 	 	 	 
	 	 	 	■	 	The
    Common Units will be deemed “Restricted Securities” and will be restricted from resale, subject to applicable
    securities laws.	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	5. Definitive Agreements	 	■	 	The
    definitive agreements (“Definitive Agreements”) shall include a contribution agreement and a side letter/addendum
    to the LPA to define the IDRs for the Assets.	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	6. Other Details	 	■	 	Each
    party will be responsible for its own legal, tax, and consulting costs (the “Fees and Expenses”).	 
	 	 	 	 	 	 	 
	 	 	 	■	 	Notwithstanding
    any other provision of this Term Sheet, it may be terminated by either party at any time. (“Termination”).	 
	 	 	 	 	 	 	 
	 	 	 	■	 	The
    parties to this LOI acknowledge and agree that the existence and terms of this LOI and the Transaction are strictly confidential
    and that they and their respective representatives shall not disclose to the public or to any third party the existence or
    terms of this LOI or the Transaction other than with the express prior written consent of the other party.	 
	 	 	 	 	 	 	 
	 	 	 	■	 	This
    LOI shall be governed by and construed under the laws of the state of Florida without regard to conflicts of laws principles.	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	7. Counterparts:	 	■	 	This
    LOI may be executed in any number of counterparts and by facsimile or email transmission, each of which shall be deemed to
    be an original instrument, but all of which taken together shall constitute one and the same agreement. Facsimile or email
    signatures shall be deemed to be original signatures for all purposes.	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	8. Notices:	 	■	 	Due
    to the non-binding nature of this LOI, the parties agree that all notices provided hereunder may be given by electronic mail
    to the following addresses:	 
	 	 	 	 	 	 	 
	 	 	 	 	 	If
    to Armada LP:	 
	 	 	 	 	 	 	 
	 	 	 	 	 	Mr.
    George Wight	 
	 	 	 	 	 	Em:
    [REDACTED]	 
	 	 	 	 	 	 	 
	 	 	 	 	 	w/
    copy to its general counsel: milan@armadagp.com	 
	 	 	 	 	 	 	 
	 	 	 	 	 	If
    to OKE: 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	Mr.
    James Fuller	 
	 	 	 	 	 	Em:
        [REDACTED]	 
	 	 	 	 	 	 	 




 




    	ARMADA
                                         ENTERPRISES, L.P.
 December 15, 17	2



     


    

 





	 	 	 
	 	SIGNATURE
    PAGE TO FOLLOW	 
	 	 	 
	 	 	 
	 	The
                    parties acknowledge and agree that this Term Sheet constitutes a binding agreement only with respect to only
                    the confidentiality and disclosure of the transaction and its terms and may not provide further obligation
                    to enter into additional binding agreements regarding the Transaction.

         

        Please
        indicate your agreement to the foregoing by signing in the space provided below and returning a copy of this Term Sheet
        to us. We look forward to working on the Transaction with you.
	 
	 	 	 
	 	 	 
	 	SIGNATURES:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 		 	Signature: /s/:
    George Wight	 
	 		 	 	 
	 	Armada Enterprises
    LP	 	 	 
	 	by Armada Enterprises
    GP, LLC	 	Name / Title:
    George Wight / Managing General Partner	 
	 	(“Armada
    LP”)	 	 	 
	 	 	 	 	 
	 		 	Date: Dec.
    15, 2017	 
	 	 	 	 	 
	 	 	 	 	 
	 		 	Signature: /s/:
    James Fuller	 
	 	 	 	 	 
	 	 	 	 	 
	 	Oklahoma Energy
    Corp. (“OKE”)	 	Name / Title:
    James Fuller /	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Date: Dec.
    15, 2017	 
	 	 	 	 	 






 




    	ARMADA
                                         ENTERPRISES, L.P.
 December 15, 17	3