Exhibit 10.1


 


NOTE
AND SECURITY AGREEMENT


 


	Principal Amount: $3,000,000.00	May 6, 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) Three Million Dollars ($3,000,000.00) 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.


 


1.          Agreement.
This Note and Security Agreement (this "Note and Agreement") is issued concurrently with a certain Agreement and Plan
of Merger dated as of the date hereof (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) November 30, 2014 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
shall be disbursed by Payee to Richfield, for and on behalf of each Maker, on the following dates and in the following amounts:
(i) $500,000 upon execution of the Plan of Merger, (ii) $300,000 on the date which is thirty days following the execution of the
Plan of Merger and (iii) $200,000 on the date which is sixty days following the execution of the Plan of Merger. 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
$2,000,000 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”).  Under no circumstance shall advances be made under this Section
3(b) for costs incurred by any Maker prior to the date hereof 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
(with the exception of (3) in the case of the first advance only): (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; (7) Makers shall have fully
paid and discharged the judgment and related liens in favor Nostra Terra Oil & Gas, Inc.; and (8) 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.


 


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:


 




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(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.


 


(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.


 




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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.


 


(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.


 




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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.


 


(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


 




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(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.


 


(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.


 




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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.


 


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.


 




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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


 


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 May 6, 2014.


 


	 	MAKER:
	 	 
	 	RICHFIELD OIL & GAS COMPANY 
	 	 
	 	By: 	/s/ Douglas C. Hewitt,
    Sr.
	 	 	Name: Douglas C. Hewitt, Sr.
	 	 	Title: President and CEO


 


	 	HEWITT ENERGY GROUP, INC.
	 	 
	 	By:	/s/ Douglas C. Hewitt,
    Sr.
	 	 	Name: Douglas C. Hewitt, Sr.
	 	 	Title: President


 


	 	HEWITT OPERATING, INC. 
	 	 
	 	By:	/s/ Douglas C. Hewitt, Sr.
	 	 	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, Sr.
	 	 	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, Sr.
	 	 	Name: Douglas C. Hewitt, Sr.,
	 	 	Title:  President


 


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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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