AMENDED
AND RESTATED NOTE AND SECURITY AGREEMENT


 





	Principal Amount: $4,000,000	July 17, 2014



 Salt Lake City, Utah


 


 


FOR VALUE RECEIVED,
each of the undersigned, RICHFIELD OIL & GAS COMPANY, a Nevada corporation (“Richfield”), HEWITT ENERGY
GROUP, INC., a Texas corporation (“HEG”), HEWITT OPERATING, INC., a Utah corporation (“HOI”), HOI KANSAS
PROPERTY SERIES, LLC, a Kansas series limited liability company (“HOI Kansas”), and HOI UTAH PROPERTY SERIES, LLC,
a Utah series limited liability company (“HOI Utah”), and each of the series companies of HOI Kansas and HOI Utah (the
“Series Companies”), each with an address of 175 South Main Street, Suite 900, Salt Lake City, UT 84111, (Richfield,
HEG, HOI, HOI Kansas, HOI Utah, and the Series Companies, each a "Maker" and collectively, the “Makers”),
hereby promise to pay STRATEX OIL & GAS HOLDINGS, INC., a Colorado corporation with an address of 30 Echo Lake Road, Watertown,
CT 06795 (the "Payee"), the principal amount of (i) Four Million Dollars ($4,000,000) or (ii) such lesser amount as may
be advanced to or for the benefit of the Makers hereunder, in each case together with interest at a rate per annum equal to 6.00%
calculated on a daily basis of a 365/6 day calendar year accruing as of the date of the making of each advance hereunder, on the
dates and in the manner set forth herein.


 


This Amended and Restated
Note and Security Agreement (this "Note and Agreement") amends and restates, and is in substitution and replacement
for, but not in payment of, that certain Note and Security Agreement dated May 6, 2014, by Makers and Payee in the original principal
amount of $3,000,000 (the "Existing Note and Agreement"). The outstanding indebtedness evidenced by the Existing
Note and Agreement is continuing indebtedness, and nothing herein shall be deemed to constitute a payment, settlement, extinguishment,
cancellation or novation of the indebtedness under the Existing Note and Agreement. All amounts outstanding under the Existing
Note and Agreement shall be automatically transferred to, and shall be deemed to be outstanding under this Note and Agreement.
Payeehas agreed to modify the Existing Note and Agreement on the terms set forth in this Note and Agreement for good and valuable
consideration.


 


1.                  
Agreement. This Note and Security Agreement (this "Note and Agreement") is issued in connection with a
certain Agreement and Plan of Merger dated as of May 6, 2014, as amended on the date hereof (as so amended, the “Plan of
Merger”), providing for the merger of a wholly-owned subsidiary of Payee with and into Richfield (the “Merger”).
Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan of Merger.


 


2.                  
Advances. Makers may borrow and repay advances made hereunder until the Expiration Date, subject to the terms and
conditions of this Note and Agreement. The "Expiration Date" shall mean (i) the earlier of (x) January 30, 2015 or (y)
entry into a Superior Proposal or (ii) such later date as may be designated by Payee by written notice from Payee to Makers. Each
Maker acknowledges and agrees that in no event will the Payee be under any obligation to extend or renew the advances hereunder
or this Note and Agreement beyond the Expiration Date. In no event shall the aggregate unpaid principal amount of advances under
this Note and Agreement exceed the face amount of this Note and Agreement.


 


3.                  
Request for Advances.


 


(a)               
Operating Advances. Subject to the terms and conditions of this Note and Agreement, $1,000,000 of the principal amount
available hereunder has been disbursed by Payee to Richfield, for and on behalf of each Maker, prior to the date of this Note and
Security Agreement and $200,000 is being advanced on the date hereof. Makers covenant and agree that they shall use up to $100,000
of the advance made by Payee upon execution of the Plan of Merger to acquire additional oil and gas leases in Utah and the remainder
of said advance to pay certain liabilities of Makers specifically approved in advance by Payee.


 






    	 



    	 



    

  


(b)               
Approved Kansas Work Program Advances. Subject to the terms and conditions of this Note and Agreement, additional
advances of up to $2,800,000 in the aggregate (the “Approved Kansas Work Program Advance Limit”) shall be made available
to Makers to fund the direct costs attributable to those services authorized and approved by Payee with respect to Makers’
interest in its Kanas properties (the “Kansas Work Program”).  $717,142 of the Approved Kansas Work Program Advance
Limit has been advanced to Makers prior to the date hereof. Under no circumstance shall advances be made under this Section 3(b)
for costs incurred by any Maker prior to May 6, 2014 or for any costs which are not direct costs attributable to services authorized
and approved by Payee with respect to the Kansas Work Program, provided, however, that up to $90,000 may be expended
to plug/remediate certain of Makers’ wells in Russell County, Kansas. Payee and each Maker agree to the following procedures
solely for the purposes of making advances under this Note and Agreement to fund approved services in connection with the Kansas
Work Program. All vendors performing approved services in connection with the Kansas Work Program shall be instructed to deliver
to Payee invoices (in the name of the related Maker) for such services. After receiving an invoice and determining that it is for
approved services in connection with the Kansas Work Program, provided that the full amount of the Approved Kansas Work Program
Advance Limit has not been already been advanced, Payee shall promptly prepare a direction letter to be signed by a duly authorized
officer of the related Maker, directing Payee to make the advance as set forth in the direction letter, in the amount and to the
vendor set forth therein. Subject to the terms and conditions of this Note and Agreement, to the extent funds are available within
the Approved Kansas Work Program Limit, Payee shall make the advance and enter the amount on its books and records, which entry
when made will be presumed correct, the date and amount of each advance, as well as the date and amount of each payment made by
such Maker. The procedures set forth in this Section 3(b) are solely for the purpose making advances under this Note and Agreement
and under no circumstances shall Payee have any liability to any vendor or other third party with respect to any liabilities, expenses,
or costs of any Maker, whether in connection with the Kansas Work Program or otherwise.


 


(c)   
Conditions to All Advances. The obligation of Payee to make any advance hereunder is
subject to the satisfaction of the following conditions): (1) the accuracy of the representations and warranties of each Maker
set forth in this Note and Agreement and the representations and warranties of Richfield in the Plan of Merger on the date hereof
and as of the date of such advance; (2) each Maker’s compliance with all obligations to be performed by it hereunder on or
before the date of such advance; (3) Payee continuing to have a perfected first priority security interest in all of the Collateral,
subject only to the prior liens identified in Schedule 1 to this Note and Agreement (the “Permitted Prior Liens”);
(4) there shall not have occurred an Event of Default under this Note and Agreement or event that, with the passage of time, could
become such an Event of Default; (5) Richfield shall have performed all obligations required to be performed on its part under
the Plan of Merger; (6) no Maker shall have received a Superior Proposal.; and (7) each Maker shall have provided Payee with such
certification and other evidence as may be reasonably requested by Payee to confirm each of the foregoing.


 


4.      
Payment Terms. The outstanding principal balance and any accrued but unpaid interest under this Note and Agreement
shall be due and payable on the earlier of (i) the Expiration Date or (ii) 10 business days following the Effective Time of the
Merger, as those terms are defined in the Plan of Merger (the "Payment Date"). If any payment under this Note and Agreement
shall become due on a Saturday, Sunday or public holiday under the laws of the State of New York, such payment shall be made on
the next succeeding business day and such extension of time shall be included in computing interest in connection with such payment.
All payments will be made without any defense, offset, or counterclaim which any Maker may have against Payee.


 






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5.      
Representations and Warranties.  In addition to the representations and warranties made by Richfield in
the Plan of Merger, each of which are incorporated herein by reference, each Maker hereby makes the following representations and
warranties (subject to any exceptions expressly identified in the Company’s Disclosure Schedules), all of which representations
and warranties in the Plan of Merger or set forth below shall be continuing in nature and remain in full force and effect until
all obligations hereunder are paid in full and any commitment to make further advances have been terminated:


 


(a)   
Existence, Power and Authority.   Such Maker is duly organized, validly existing and in good standing under
the laws of its state of organization or incorporation and has the power and authority to own and operate its assets and to conduct
its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions
where its ownership of property or the nature of its business requires such qualification or licensing. Such Maker is duly authorized
to execute and deliver this Note and Agreement, all necessary corporate action to authorize the execution and delivery of this
Note and Agreement has been properly taken, and such Maker is and will continue to be duly authorized to borrow under this Note
and Agreement and to perform all of the other terms and provisions of Note and Agreement.


 


(b)   
No Material Adverse Change.  Since December 31, 2013, such Maker has not suffered any damage, destruction
or loss, and no event or condition has occurred or exists, which has resulted or could result in a material adverse change in its
business, assets, operations, condition (financial or otherwise) or results of operation.


 


(c)   
Binding Obligations.  Such Maker has full power and authority to enter into the transactions provided for
in this Note and Agreement and has been duly authorized to do so by appropriate action of its Board of Directors, member manager,
or otherwise as may be required by law, charter, other organizational documents or agreements; and this Note and Agreement constitutes
the legal, valid and binding obligations of such Maker enforceable in accordance with their terms.


 


(d)   
No Defaults or Violations.  There does not exist any Event of Default under this Note and Agreement or
any default or violation by such Maker of or under any of the terms, conditions or obligations of: (i)  its articles or certificate
of incorporation, regulations or bylaws or its other organizational documents as applicable; (ii) any indenture, mortgage,
deed of trust, franchise, permit, contract, agreement, note or other instrument to which it is a party or by which it is bound;
or (iii) any law, ordinance, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or
imposed upon it by any law, the action of any court or any governmental authority or agency; and the consummation of this Note
and Agreement and the transactions set forth herein will not result in any such default or violation.


 


(e)   
Title to Assets.  Such Maker has good and marketable title to all of its assets, free and clear of all
liens and encumbrances, except for current taxes and assessments not yet due and payable and the liens identified in Schedule 1
to this Note and Agreement (the “Permitted Prior Liens”).


 


(f)    
Litigation.  There are no actions, suits, proceedings or governmental investigations pending or, to the
knowledge of such Maker, threatened against it, which could result in a material adverse change in its business, assets, operations,
condition (financial or otherwise) or results of operations and there is no basis known to such Maker for any action, suit, proceeding
or investigation which could result in such a material adverse change.


 






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(g)   
Tax Returns.  Such Maker has filed all returns and reports that are required to be filed by it in connection
with any federal, state or local tax, duty or charge levied, assessed or imposed upon it or its property or withheld by it, including
income, unemployment, social security and similar taxes, and all of such taxes have been either paid or adequate reserve or other
provision has been made therefor.


 


(h)   
Disclosure. This Note and Agreement does not contain any untrue statement of a material fact and does not omit a
material fact necessary in order to make the statements contained herein true and correct in all material respects. There is no
fact known to such Maker which materially adversely affects or, so far as such Maker can now foresee, might materially adversely
affect the business, assets, operations, condition (financial or otherwise) or results of operation of such Maker and which has
not otherwise been fully set forth in this Note and Agreement.


 


6.      
Default Rate. Upon maturity, whether by the occurrence of the Payment Date, acceleration, demand or otherwise, and
at Payee’s option upon the occurrence of any Event of Default (as hereinafter defined) and during the continuance thereof,
amounts outstanding under this Note and Agreement shall bear interest at a rate per annum (based on the actual number of days that
principal is outstanding over a year of 365/6 days) which shall be five percentage points (5%) in excess of the interest rate in
effect from time to time under this Note and Agreement but not more than the maximum rate allowed by law (the "Default Rate").
The Default Rate shall continue to apply whether or not judgment shall be entered on this Note and Agreement. The Default Rate
is imposed as liquidated damages for the purpose of defraying the Payee’s expenses incident to the handling of delinquent
payments, but is in addition to, and not in lieu of, the Payee’s exercise of any rights and remedies hereunder, under the
Plan of Merger or any related documents or under applicable law, and any fees and expenses of any agents or attorneys which the
Payee may employ. In addition, the Default Rate reflects the increased credit risk to the Payee of carrying a loan that is in default.


 


7.        Security.


 


(a)   
As security for the payment of its obligations hereunder, each Maker hereby grants to the Payee a security interest in all
of its (and, the case of HOI Kansas and HOI Utah, each of their future series) now owned and after acquired assets of every type
and kind, including Accounts, Chattel Paper, Documents, Equipment, Fixtures, General Intangibles, Instruments, Inventory and all
other personal property and Proceeds of each of the foregoing (the "Collateral") with all capitalized words in this sentence
(other than Collateral, Payee and Maker) having the meaning given to that term by the Uniform Commercial Code as in effect on the
date of this Agreement and as amended from time to time in the State of Delaware (the "UCC"). This Note and Agreement
is also secured by mortgages and deeds of trust made by certain Makers in favor of Payee as of the date hereof. The existence of
such security shall not limit any other rights or remedies which Payee may have in the event of a default hereunder. By its signatures
hereon, each Maker hereby irrevocably authorizes Payee to file against such Maker one or more financing, continuation or amendment
statements pursuant to the UCC in form satisfactory to Payee, in all jurisdictions in which such filing is deemed by Payee to be
necessary or desirable in order to perfect, preserve and protect its security interests, including by description of “all
assets” or “all personal property”. If required by the Payee, each Maker will execute and deliver to Payee all
documentation necessary for the Payee to obtain and maintain perfection of its security interests in the collateral covered by
this Note and Agreement.


 


(b)   
Without limiting the generality of this Section, each Maker further agrees that with respect to each item of Collateral
as to which (A) the creation of a valid and enforceable security interest is not governed exclusively by the UCC or (B) the perfection
of a valid and enforceable security interest therein under the UCC cannot be accomplished either by Payee taking possession thereof
or by the filing in appropriate locations of appropriate UCC financing statements executed by or on behalf of such Maker, each
Maker will at its expense execute and deliver to Payee such documents, agreements, notices, assignments and instruments and take
such further actions as may be requested by Payee from time to time for the purpose of creating a valid and perfected first priority
lien on such item, enforceable against such Maker and all third parties to secure the loan evidenced by this Note and Agreement.


 






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(c)   
Each Maker represents and warrants to Payee that (in the case of (i), (ii) and (iii), except as expressly set forth in the
Company’s Disclosure Schedule) (i) it has good and marketable title to the Collateral, (ii) except for the security
interest granted hereunder to and created in favor of Payee, all the Collateral is free and clear of any lien except for current
taxes and assessments not yet due and payable, (iii) this Note and Agreement, together with the filing in the appropriate
jurisdictions of duly completed UCC financing statements indicating the Collateral, creates and at all times shall constitute a
valid and perfected first priority security interest in and lien upon the Collateral in favor of the Payee to the extent a security
interest therein can be perfected by such filings, (iv) it will defend the Collateral against all claims and demands of all persons
at any time claiming the same or any interest therein and (v) the exact legal name of Maker and the state of its incorporation
or formation is as set forth in the initial paragraph of this Note and Agreement.


 


8.                  
Protection of Collateral and Security Interest. Each Maker will faithfully preserve and protect Payee's security
interest in the Collateral as a prior perfected security interest under the UCC, superior and prior to the rights of all third
persons, except for the Permitted Prior Liens and will do all such other acts and things and will, upon request therefor by Payee,
execute, deliver, file and record all such other documents and instruments, including, without limitation, financing statements,
security agreements, assignments and documents and powers of attorney with respect to the Collateral, and pay all filing fees and
taxes related thereto, as the Payee in its sole discretion may deem necessary or advisable from time to time in order to attach,
continue, preserve, perfect and protect said security interest; and each Maker hereby irrevocably appoints the Payee, its officers,
employees and agents, or any of them, as attorneys-in-fact for such Maker to execute, deliver, file and record such items for such
Maker and in such Maker's name, place and stead. This power of attorney, being coupled with an interest, shall be irrevocable for
the life of this Note and Agreement. Each Maker acknowledges and agrees that (i) the power of attorney herein granted shall in
no way be construed as to benefit any Maker; (ii) the Payee herein granted this power of attorney shall have no duty to exercise
any powers granted hereunder for the benefit of any Maker; and (iii) the Payee herein granted this power of attorney shall, to
the extent exercisable, exercise any and all powers granted hereunder for the benefit of the Payee. The Payee hereby accepts this
power of attorney and all powers granted hereunder for the benefit of the Payee.


 


9.                  
Events of Default. The occurrence of any one or more of the following events shall constitute an event of default
hereunder (an "Event of Default"):


 


(a)               
The failure of Makers to pay any installment of interest or principal due hereunder on the Payment Date.


 


(b)               
Any Maker (i) applies for or consents to the appointment of a receiver, trustee or liquidator of his or its property, (ii)
admits in writing its inability to pay debts as they mature, (iii) makes a general assignment for the benefit of creditors, (iv)
is adjudicated bankrupt or insolvent, (v) files a voluntary petition in bankruptcy or a petition or an answer seeking reorganization
or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution
or liquidation law or statute, or an answer admitting the material allegations of a petition filed against him or it in any proceeding
under any such law, or (vi) takes any action for the purpose of effecting any of the foregoing.


 


(c)               
Any order, judgment or decree is entered by any court of competent jurisdiction appointing a receiver, sequester, trustee
or liquidator of any Maker or any of its property, and such order, judgment or decree continues unstayed and in effect for a period
of sixty (60) days or more.


 






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(d)               
Any representation and warranty of any Maker under this Note and Agreement or the Plan of Merger shall have been false or
misleading when made or when deemed made hereunder;


 


(e)               
Any Maker fails to perform any obligation required to be performed by a Maker under this Note and Agreement, under the Plan
of Merger, or the Purchase and Sale Agreement dated May 1, 2014 by and among Payee, Richfield and HOI Utah Property Series,
L.L.C. – Liberty Series; 


 


(f)                
The dissolution of any Maker or the sale of all or substantially all of the assets of any Maker to any party other than
Payee; or


 


(g)   
 Payee shall cease to have a first priority lien and security interest in any Collateral, except for the Permitted Prior
Liens.


  


10.              
Remedies.


 


(a)   
Upon the occurrence of any Event of Default, the entire unpaid principal balance hereunder
and all accrued and unpaid interest and all other sums due and payable to Payee under this Note and Agreement shall, at the option
of Payee, become due and payable immediately and Payee shall be under no further obligation to make advances hereunder. Payee may
extend the time for payment, accept partial payment, take security therefor, or exchange or release any Collateral, without discharging
or releasing any Maker. In addition, Payee shall have all other rights and remedies otherwise available at law, or in equity, all
of which rights and remedies may be exercised successively.


 


(b)   
Upon the occurrence of any Event of Default, Payee may exercise from time to time any rights and remedies available to it
under the UCC and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this
Note and Agreement and all of Payee’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by
law. In particular, but not by way of limitation of the foregoing, Payee may, without notice, demand or legal process of any kind,
take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may
be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any Maker’s premises where
any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall
be sold or otherwise disposed of, and Payee shall have the right to store the same at any of the Makers’ premises without
cost to Payee. At Payee’s request, each Maker shall, at Makers’ expense, assemble the Collateral and make it available
to Payee at one or more places to be designated by Payee and reasonably convenient to Payee and the related Maker. Any notification
of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of
disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Payee and each Maker,
(ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition,
(iv) state that Makers are entitled to an accounting of their obligations under this Note and Agreement and state the charge, if
any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale is to
be made. Payee may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral
and has no obligation to provide any warranties at such time. Any proceeds of any disposition by Payee of any of the Collateral
may be applied by Payee to the payment of reasonable expenses in connection with the Collateral, including, without limitation,
reasonable legal expenses and attorneys’ fees, and any balance of such proceeds may be applied by Payee toward the payment
of such of the Makers’ obligations under this Note and Agreement, and in such order of application, as Payee may from time
to time elect.


 






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(c)   
All powers and remedies given by this Note and Agreement to Payee shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any other powers and remedies available to Payee (by judicial proceedings or otherwise) to enforce the performance
or observance of the covenants and agreements contained in this Note and Agreement, and no delay or omission of Payee to exercise
any right or power accruing under this Note and Agreement shall impair any such right or power, or shall be construed to be a waiver
of such right or power.


 


11.              
Rights to Prepayment. Makers shall have the right at any time to prepay all, or any part of, the outstanding principal
amount of this Note and Agreement without prepayment premium or penalty of any kind. Any such prepayment of principal must be accompanied
by the payment in full of all then accrued, but unpaid interest.


 


12.              
Governing Law; Jurisdiction; Service of Process. This Agreement, and all claims or causes of action (whether at law,
in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution
or performance hereof, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving
effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction
which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern
the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or
deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note
and Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of
this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located
in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such
action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of
the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other
than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense,
counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not
personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune
from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment
prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest
extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient
forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject
matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties
hereto hereby consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided,
however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by
law.


 


13.              
Maximum Rate of Interest. It is intended that the interest rate charged hereunder shall never exceed the maximum
rate, if any, which may be legally charged on the loan evidenced by this Note and Agreement (the "Maximum Rate"), and
if the provisions for interest contained in this Note and Agreement would result in an interest rate higher than the Maximum Rate,
interest shall nevertheless be limited to the Maximum Rate and any amounts which may be paid toward interest in excess of the Maximum
Rate shall be applied to the reduction of principal, or, at the option of the Payee, returned to the Makers.


 


14.              
Collection Periods. Any check, draft, money order or other instrument given in payment of all or any portion hereof
may be accepted by the Payee and handled for collection in the customary manner, but the same shall not constitute payment hereunder
or diminish any rights of the Payee except to the extent that actual cash proceeds of such instrument are unconditionally received
by the Payee; provided, however, that this Note and Agreement shall not be in default as the result of normal collection periods
on such instruments.


 






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15.              
Assignment. This Note and Agreement shall bind each Maker and its successors and assigns, and the benefits hereof
shall inure to the benefit of the Payee and its successors and assigns. No Maker shall be permitted to assign this Note and Agreement
without the prior written consent of the Payee.


 


16.              
HOI Kansas and HOI Utah. Each of HOI Kansas and HOI Utah and the Series Companies have entered into this Note and
Agreement to bind themselves and each present or future series they have or may hereafter create to the fullest extent permitted
by applicable law.


 


17.              
Waiver of Jury Trial. Each Maker and the Payee hereby knowingly, voluntarily, and intentionally waive any right to
trial by jury any Maker and the Payee may have in any action or proceeding, in law or in equity, in connection with this Note and
Agreement. Each Maker represents and warrants that no representative or agent of the Payee has represented, expressly or otherwise,
that the Payee will not, in the event of litigation, seek to enforce this trial waiver. Each Maker acknowledges that the Payee
has been induced to make the Loan evidenced hereby, among other things, by the provisions of this Section.


 


18.              
Joint and Several. All obligations of the Makers shall be joint and several, and each Maker shall make payment upon
the maturity of the obligations by acceleration or otherwise, and such obligation and liability on the part of each Maker shall
in no way be affected by any extensions, renewals and forbearance granted by Payee to any other Maker, failure of Payee to give
any Maker any notice, any failure of Payee to pursue or preserve its rights against any Maker, the release by Payee of any Collateral
now or thereafter acquired from any Maker, and such agreement by each Maker to pay upon any notice issued pursuant thereto is unconditional
and unaffected by prior recourse by Payee to the other Makers or any Collateral for such Maker’s obligations or the lack
thereof. Each Maker waives all suretyship defenses.


 


19.              
Waiver of Subrogation. Each Maker expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration,
contribution of any other claim which such Maker may now or hereafter have against the other Makers or any other person directly
or contingently liable for the obligations hereunder, or against or with respect to any other Makers’ property (including,
without limitation, any property which is Collateral for the obligations), arising from the existence or performance of this Note
and Agreement, until termination of this Note and Agreement and repayment in full of the obligations.


 


20.  
Entire Understanding. This Note and Agreement constitute the entire understanding of the parties hereto with respect
to the matters referred to herein. This Note and Agreement may be amended only by an agreement in writing executed by all the parties
hereto.


 


21.  
Counterparts. The parties may sign several counterparts of this Note and Agreement. Each counterpart, when signed,
is an original for all purposes. The counterparts of this Agreement may be executed and delivered by one party to the other by
telecopy or .pdf and the receiving party may rely upon the receipt of such executed instrument as if the original had been received.


 






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EACH
Maker acknowledges that it has read and understands all the provisions of this Note and Agreement, including THE CONSENT TO JURISDICTION
AND the waiver of jury trial, and has been advised by counsel as necessary or appropriate.


 


[Signature Pages
Follow]


 






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IN WITNESS WHEREOF,
each Maker and Payee have caused this Note and Agreement to be duly executed on July 17, 2014.


 





	 	MAKER:
	 	 	 
	 	RICHFIELD OIL & GAS COMPANY 
	 	 	 
	 	By:	/s/ Douglas C. Hewitt 
	 	 	Name: Douglas
C. Hewitt, Sr.
	 	 	Title: President
and CEO
	 	 	 
	 	HEWITT ENERGY GROUP, INC.
	 	 	 
	 	By:	/s/ Douglas C. Hewitt
	 	 	Name: Douglas
C. Hewitt, Sr.
	 	 	Title: President
	 	 	 
	 	HEWITT OPERATING, INC. 
	 	 	 
	 	By:	/s/ Douglas C. Hewitt
	 	 	Name: Douglas
C. Hewitt, Sr.
	 	 	Title: President
	 	 	 
	 	HOI KANSAS PROPERTY SERIES, LLC 
 and each of its Series Companies
	 	 	 
	 	By:	Hewitt Operating, Inc., Manager
	 	 	 
	 	 	 
	 	By:	/s/ Douglas
C. Hewitt
	 	 	Name:
Douglas C. Hewitt, Sr.
	 	 	Title: President
	 	 	 
	 	HOI UTAH PROPERTY SERIES, LLC 
 and each of its Series Companies
	 	 	 
	 	By:	Hewitt Operating, Inc., Manager
	 	 	 
	 	 	 
	 	By:	/s/ Douglas
C. Hewitt
	 	 	Name:
Douglas C. Hewitt, Sr.,
	 	 	Title:
President













  


[Signatures
Continued on Next Page]


 






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	 	PAYEE:
	 	 	 
	 	STRATEX OIL & GAS HOLDINGS, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Stephen P. Funk
	 	 	Name: Stephen
P. Funk
	 	 	Title: Chief
Executive Officer



 






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Schedule 1


 


Permitted Prior Liens


 


 


 


Wendell Lew, Trustee of the Wendell Y. M. Lew Revocable Trust,
in the principal amount of $298,182.17


 


Quantum Energy in the principal amount of $581,326.54


 






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