Exhibit 10.2


 


VOTING AGREEMENT 


 


THIS VOTING AGREEMENT is entered into as
of May 6, 2014, by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation ("Parent"), Richfield
Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and each of the
undersigned stockholders (each a "Stockholder" and collectively, the "Stockholders") of Richfield
Oil & Gas Company, a Nevada corporation (the "Company").


 


RECITALS 


 


A. Parent, Merger Sub and the Company are
entering into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement") which provides (subject
to the conditions set forth therein) among other things, for the merger (the "Merger") of Merger Sub with and
into the Company pursuant to the terms and conditions of the Merger Agreement. Capitalized terms not otherwise defined herein shall
have the meanings given to them in the Merger Agreement. Certain capitalized terms are defined in Section 5 herein.


 


B. In order to induce Parent and Merger
Sub to enter into the Merger Agreement, each Stockholder, solely in his, her, or its individual capacity as a Stockholder of the
Company, is entering into this Voting Agreement with respect to the shares of Common Stock, par value $0.001 per share, of the
Company (“Company Common Stock”) beneficially owned by such Stockholder and set forth below such Stockholder’s
name on the signature page to this Voting Agreement (the “Original Shares” and together with any additional
shares of Company Common Stock that such Stockholder purchases, acquires the right to vote or otherwise acquires beneficial ownership
(as defined in Rule 13d-3 under the Exchange Act) of after the execution of this Agreement, the “Shares”).




AGREEMENT 


 


The parties to this Voting Agreement, intending
to be legally bound, agree as follows:


 


SECTION 1. VOTING OF SHARES 


 


1.1.    Voting.    Each
Stockholder hereby agrees to appear, or cause any transferee of such Stockholder who is a holder of record of any Shares on any
applicable record date (the "Record Holder") to appear, in person or by proxy, for the purpose of obtaining a
quorum at any annual or special meeting of stockholders of the Company and at any adjournment thereof for the purpose of voting
on the Merger Agreement and the transactions contemplated thereby (a "Meeting"). Each Stockholder agrees that,
during the period from the date of this Voting Agreement through the Expiration Date, at any Meeting, however called, and in any
action by written consent of the stockholders of the Company, each Stockholder shall vote the Shares or cause the Shares to be
voted (to the extent such securities are entitled to be voted) in such Stockholder's capacity as a stockholder:


 




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Exhibit 10.2


 


(a)  in favor of the Merger and
the approval and adoption of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications
of the terms thereof approved by the Board of Directors of the Company and by Parent) in connection with any meeting of, or solicitation
of consents from, the stockholders of the Company at which or in connection with which the Merger or the Merger Agreement are submitted
for the consideration and vote of the stockholders of the Company;


 


(b)  against any action, proposal,
transaction, or agreement that could reasonably be expected to result in a breach of any representation, warranty, covenant or
obligation of the Company in the Merger Agreement or Stockholder under this Voting Agreement;


 


(c)  against any action, proposal,
transaction, or agreement which could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or
inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions
under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company;


 


(d)  against approval or adoption
of any extraordinary corporate transaction (other than the Merger, the Merger Agreement or the transactions contemplated thereby)
including, without limitation, any transaction involving (i) the sale or transfer of all or substantially all of the capital
stock of the Company, whether by merger, consolidation or other business combination, (ii) a sale or transfer of all or substantially
all of the assets of the Company or its subsidiaries, (iii) a reorganization, recapitalization or liquidation of the Company
or its subsidiaries, or (iv) any amendment to the Company's governing instruments creating any new class of securities of
the Company or otherwise affecting the rights of any class of security as currently in effect; and


 


(e)  against the following actions
(other than the Merger and the transactions contemplated by the Merger Agreement): (i) any Takeover Proposal or (ii) any
change in a majority of the members of the board of directors of the Company.


 


1.2          Irrevocable
Proxy. Each Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, such Stockholder’s
proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the
term of this Agreement with respect to the Shares in accordance with Section 1.1. This proxy and power of attorney
is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action
or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney
granted by such Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest
sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect
to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution,
bankruptcy, death or incapacity of Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination
of this Agreement.


 




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	 	Exhibit 10.2


 


SECTION 2. PROHIBITED TRANSFERS 


 


2.1.    Transfer
and Encumbrance.  Each Stockholder agrees that during the
term of this Agreement, such Stockholder will not, directly or indirectly, Transfer any of the Shares or enter into any contract,
option or other agreement with respect to, or consent to, a Transfer of, any of the Shares or Stockholder's voting or economic
interest therein. Any attempted Transfer of Shares or any interest therein and any such contract, option or other agreement of
in violation of this Section 2.1 shall be null and void. 


 


2.2.    Transfer
of Voting Rights.    Each Stockholder agrees that, during the term of this Voting Agreement, such Stockholder
shall ensure that: (a) none of the Shares are deposited into a voting trust; and (b) no proxy is granted (other than
as set forth in Section 1.2), and no voting agreement or similar agreement is entered into, with respect to any of the Shares.


 


2.3.    Stop-Transfer
Instructions.    Each Stockholder agrees and consents to the entry of stop-transfer instructions by the
Company against the transfer of any Shares consistent with the terms of Section 2.1.


 


SECTION 3. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS



 


Each Stockholder hereby, severally and not
jointly, represents and warrants to Parent as follows:


 


3.1.    Authorization,
Etc.    Such Stockholder has the legal capacity and absolute and unrestricted right, power, authority and
capacity to execute and deliver this Voting Agreement and to perform such Stockholder’s obligations hereunder. This Voting
Agreement has been duly executed and delivered by such Stockholder and constitutes a legal, valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance with its terms.


 


3.2.    No Conflicts
or Consents.    


 


(a)  The execution and delivery
of this Voting Agreement by such Stockholder do not, and the performance by such Stockholder of such Stockholder’s obligations
under this Voting Agreement by such Stockholder will not: (i) conflict with or violate any law, rule, regulation, order, decree
or judgment applicable to such Stockholder or by which such Stockholder or any of such Stockholder’s properties is or may
be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under,
or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation
of, or result (with or without notice or lapse of time) in the creation of any Lien or restriction on any of the Shares pursuant
to, any contract to which such Stockholder is a party or by which such Stockholder or any of such Stockholder’s affiliates
or properties is or may be bound or affected.


 


(b)  The execution and delivery
of this Voting Agreement by such Stockholder do not, and the performance of this Voting Agreement by such Stockholder will not,
require any consent or approval of any Person. No consent of such Stockholder’s spouse, if any, is necessary under “community
property” or other laws in order for such Stockholder to enter into and perform its obligations under this Voting Agreement.


 




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	 	Exhibit 10.2


 


3.3.    Title To
Securities.    As of the date of this Voting Agreement: (a) such Stockholder holds of record free
and clear of any Liens or restrictions the number of outstanding shares of Company Common Stock reflected on such Stockholder’s
signature page for this Voting Agreement as being Owned by such Stockholder under the heading "Shares Held of Record";
(b) such Stockholder holds (free and clear of any Encumbrances or restrictions the options, warrants and other rights to acquire
shares of Company Common Stock reflected on such Stockholder’s signature page for this Voting Agreement as being Owned by
such Stockholder under the heading "Options, Warrants and Other Rights"; (c) such Stockholder Owns the additional
securities of the Company reflected on such Stockholder’s signature for this Voting Agreement as being Owned by such Stockholder
under the heading "Additional Securities Beneficially Owned"; and (d) such Stockholder does not directly or indirectly
Own any shares of Company Common Stock or other securities of the Company, or any option, warrant or other right to acquire (by
purchase, conversion or otherwise) any shares of Company Common Stock or other securities of the Company, other than the shares
and options, warrants and other rights reflected on such Stockholder’s signature page for this Voting Agreement as being
Owned by such Stockholder. Except for this Voting Agreement, there are no options, warrants or other rights, agreements, arrangements
or commitments of any character to which such Stockholder is a party relating to the pledge, disposition, or voting of any of the
Shares.


 


SECTION 4. MISCELLANEOUS 


 


4.1.    Term.
The term of this Agreement shall commence on the date hereof and end on the Expiration Date.


 


4.2.Survival of Representations,
Warranties and Agreements.    All representations, warranties, covenants and agreements made by the Stockholders
in this Voting Agreement shall survive until the Expiration Date.


 


4.3.    Expenses.    All
costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid solely by the
party incurring such costs and expenses.


 


4.4.    Notices.    Any
notice or other communication required or permitted to be delivered to any party under this Voting Agreement shall be in writing
and shall be deemed properly delivered, given and received when actually delivered (by hand, by registered mail, by courier or
express delivery service or by facsimile) to the address or facsimile number set forth beneath the name of such party below (or
to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties
hereto); provided, however, that a written notice delivered via facsimile shall be deemed delivered only if at the time of, or
shortly after, such facsimile transmission the party giving the notice confirms by telephone the actual receipt by the other party
of such facsimile transmission:


 




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	 	Exhibit 10.2


 


IF TO PARENT:


 


STRATEX OIL & GAS HOLDINGS,
INC.


30 Echo Lake Road,


Watertown, CT 06795


 


Attention: Stephen Funk


 


WITH A COPY TO (WHICH COPY SHALL NOT CONSTITUTE NOTICE):


 


Buchanan Ingersoll & Rooney PC


1290 Avenue of the Americas, 30th Floor


New York, New York 10104


Telephone: 212.440.4478


Fax:  212.440.4401


matt.cohen@bipc.com


 


IF TO ANY STOCKHOLDER:


 


at the address set forth below such Stockholder's
signature on the signature page hereof


 


 4.5.    Waiver
of Appraisal Rights.    Each Stockholder hereby irrevocably and unconditionally waives, and agrees to cause
to be waived and to prevent the exercise of, any rights of appraisal, any dissenters' rights (including under Section 92A.380
of the Nevada Revised Statutes) and any similar rights relating to the Merger or any related transaction that such Stockholder
or any other Person may have by virtue of the ownership of any Shares


 


4.6.    No Solicitation.    Each
Stockholder, solely in his capacity as a stockholder, agrees that, during the period from the date of this Voting Agreement through
the Expiration Date, such Stockholder shall not, directly or indirectly: (i) solicit, initiate, encourage, induce or facilitate
the making, submission or announcement of any Takeover Proposal (as defined in the Merger Agreement) or take any action that could
reasonably be expected to lead to a Takeover Proposal; (ii) except in the circumstances specified in Section 5.4(b) of
the Merger Agreement, furnish any information regarding the Company or any direct or indirect subsidiary of the Company to any
Person in connection with or in response to a Takeover Proposal; or (iii) except in the circumstances specified in Section
5.4(b) of the Merger Agreement, engage in discussions or negotiations with any Person with respect to any Takeover Proposal. Each
Stockholder shall immediately cease and discontinue any existing discussions with any Person that relate to any Takeover Proposal.


 


4.7.    Severability.    If
any provision of this Voting Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable
in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction,
be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the
invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect
the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and
(c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of
the remainder of such provision or the validity or enforceability of any other provision of this Voting Agreement. Each provision
of this Voting Agreement is separable from every other provision of this Voting Agreement, and each part of each provision of this
Voting Agreement is separable from every other part of such provision.


 




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	 	Exhibit 10.2


 


4.8.    Entire Agreement.    This
Voting Agreement and any other documents delivered by the parties in connection herewith constitute the entire agreement between
the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between
the parties with respect thereto. No addition to or modification of any provision of this Voting Agreement shall be binding upon
either party unless made in writing and signed by both parties.


 


4.9.    Assignment;
Binding Effect.    Except as provided herein, neither this Voting Agreement nor any of the interests or
obligations hereunder may be assigned or delegated by any Stockholder or Parent without the prior written consent of the non-assigning
parties, which consent shall not be unreasonably withheld, and any attempted or purported assignment or delegation of any of such
interests or obligations shall be void. Subject to the preceding sentence, this Voting Agreement shall be binding upon, and inure
to the benefit of, the Stockholders and their respective heirs, estate, executors, personal representatives, successors and assigns
(as the case may be), and shall be binding upon, and inure to the benefit of, Parent and its successors and assigns. Without limiting
any of the restrictions set forth in Section 2 or elsewhere in this Voting Agreement, this Voting Agreement shall be
binding upon any Person to whom any Shares are Transferred. Nothing in this Voting Agreement is intended to confer on any Person
(other than Parent and its successors and assigns) any rights or remedies of any nature. Each Stockholder specifically agrees that
the obligation of such Stockholder hereunder shall not be terminated by operation of law, whether by death or incapacity of such
Stockholder or otherwise.


 


4.10.    Specific
Performance.    The parties agree that irreparable damage would occur in the event that any provision of
this Voting Agreement was, or is, not performed in accordance with its specific terms or was, or is, otherwise breached. Each Stockholder
agrees that, in the event of any breach or threatened breach by such Stockholder of any covenant or obligation contained in this
Voting Agreement, Parent and Merger Sub shall be entitled (in addition to any other remedy that may be available to it, including
monetary damages) to (a) a decree or order of specific performance to enforce the observance and performance of such covenant
or obligation, and (b) an injunction restraining such breach or threatened breach. Each Stockholder further agrees that neither
Parent nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as
a condition to obtaining any remedy referred to in this Section 4.9, and each Stockholder irrevocably waives any objection
to the imposition of such relief or any right he may have to require the obtaining, furnishing or posting of any such bond or similar
instrument.


 




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	 	Exhibit 10.2


 


4.11.    Non-Exclusivity.    The
rights and remedies of Parent under this Voting Agreement are not exclusive of or limited by any other rights or remedies which
it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without
limiting the generality of the foregoing, the rights and remedies of Parent under this Voting Agreement, and the obligations and
liabilities of Stockholder under this Voting Agreement, are in addition to their respective rights, remedies, obligations and liabilities
under common law requirements and under all applicable statutes, rules and regulations. Nothing in this Voting Agreement shall
limit any of Stockholder's obligations, or the rights or remedies of Parent, under any agreement between Parent and Stockholder;
and nothing in any such agreement shall limit any of Stockholder's obligations, or any of the rights or remedies of Parent, under
this Voting Agreement.


 


4.12.    Governing
Law; Venue.    


 


(a)  This Voting Agreement shall
be construed in accordance with, and governed in all respects by, the laws of the State of Nevada (without giving effect to principles
of conflicts of laws).


 


(b)  Any legal action or other
legal proceeding relating to this Voting Agreement or the enforcement of any provision of this Voting Agreement may be brought
or otherwise commenced in any state or federal court located in the State of Nevada. Stockholder and Parent each:


 


(i)  expressly and irrevocably
consents and submits to the exclusive jurisdiction and venue of any state court of competent jurisdiction located in the State
of Nevada or any United States District Court located in the State of Nevada and the applicable courts of appeals therefrom, in
connection with any such legal proceeding;


 


(ii)  agree that if
any action is commenced in a state court, then subject to applicable law, no party shall object to the removal of such action to
any federal court located in the State of Nevada;


 


(iii)  agrees that service
of any process, summons, notice or document by U.S. mail addressed to him at the address set forth in Section 4.4 shall constitute
effective service of such process, summons, notice or document for purposes of any such legal proceeding;


 


(iv)  agrees that each
state and federal court located in the State of Nevada, shall be deemed to be a convenient forum; and


 


(v)  agrees not to assert
(by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located in
the State of Nevada, any claim by either Stockholder or Parent that it is not subject personally to the jurisdiction of such court,
that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this
Voting Agreement or the subject matter of this Voting Agreement may not be enforced in or by such court.


 


Nothing contained in this Section 4.12
shall be deemed to limit or otherwise affect the right of either party to commence any legal proceeding or otherwise proceed against
the other party in any other forum or jurisdiction.


 




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	 	Exhibit 10.2


 


(c)  EACH PARTY IRREVOCABLY WAIVES
THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS VOTING AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION
OF THIS VOTING AGREEMENT.


 


 4.13.    Counterparts.    This
Voting Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute one and the same instrument.


 


4.14    Captions.    The
captions contained in this Voting Agreement are for convenience of reference only, shall not be deemed to be a part of this Voting
Agreement and shall not be referred to in connection with the construction or interpretation of this Voting Agreement.


 


4.15    Waiver.    No
failure on the part of Parent to exercise any power, right, privilege or remedy under this Voting Agreement, and no delay on the
part of Parent in exercising any power, right, privilege or remedy under this Voting Agreement, shall operate as a waiver of such
power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude
any other or further exercise thereof or of any other power, right, privilege or remedy. Parent shall not be deemed to have waived
any claim available to Parent arising out of this Voting Agreement, right, privilege or remedy of Parent under this Voting Agreement,
unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed
and delivered on behalf of Parent; and any such waiver shall not be applicable or have any effect except in the specific instance
in which it is given.


 


4.16    Construction.    


 


(a)  For purposes of this Voting
Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall
include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender
shall include masculine and feminine genders.


 


(b)  The parties agree that any
rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction
or interpretation of this Voting Agreement.


 


(c)  As used in this Voting Agreement,
the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation,
but rather shall be deemed to be followed by the words "without limitation."


 


 (d)  Except as otherwise
indicated, all references in this Voting Agreement to "Schedules," "Sections" and "Exhibits" are
intended to refer to Schedules of this Voting Agreement, Sections of this Voting Agreement and Exhibits to this Voting Agreement.


 




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	 	Exhibit 10.2


 


4.17    Stockholder
Capacity.    No person executing this Voting Agreement who is a director or officer of the Company makes
any agreement or understanding herein in his capacity as such director or officer. Without limiting the generality of the foregoing,
each Stockholder executes this Voting Agreement solely in such Stockholder’s capacity as Owner of Shares and nothing contained
in this Agreement shall create any obligation of any Stockholder who is a party hereto to act or refrain from acting as a director
or officer in any manner inconsistent with such Stockholder's fiduciary duties as a director or officer of the Company.


 


4.18    Amendment.    This
Agreement shall not be amended, altered or modified except by an instrument in writing duly executed and delivered on behalf of
each of the parties hereto.


 


SECTION 5. CERTAIN DEFINITIONS 


 


For purposes of this Voting Agreement:


 


(a)  "Company Common Stock"
shall mean the common stock, par value $0.001 per share, of the Company.


 


(b)  "Expiration Date"
shall mean the earliest to occur of (i) the date upon which the Merger Agreement is terminated in accordance with its terms
or (ii) the Effective Time.


 


(c)  Each Stockholder shall be
deemed to "Own" or to have acquired "Ownership" of a security if such Stockholder is the: (i) record
owner of such security; or (ii) "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange
Act of 1934) of such security; provided, however, that each Stockholder shall not be deemed to Own a security solely because of
such Stockholder's status as an executive officer, director, partner or member of a Person that owns such security.


 


(d)  "Person"
shall mean any (i) individual, (ii) corporation, limited liability company, partnership or other entity, or (iii) governmental
body.


 


A Person shall be deemed to have effected
a "Transfer" of a security if such Person directly or indirectly: (i) sells, assigns, pledges, mortgages,
encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security; (ii) enters
into an agreement or commitment contemplating the possible sale of, assignment of, pledge of, mortgage of, encumbrance of, grant
of an option with respect to, transfer of or disposition of such security or any interest therein; or (iii) reduces such Person's
beneficial ownership interest in or risk relating to any such security.


 


[SIGNATURE PAGE TO FOLLOW]


 




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	 	Exhibit 10.2


 


IN WITNESS WHEREOF, Parent, Merger Sub and
each Stockholder have caused this Voting Agreement to be executed as of the date first written above.


 


	 	 	PARENT:
	 	 	 
	 	 	STRATEX OIL & GAS HOLDINGS, INC.
	 	 	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	Name:	 	Stephen Funk
	 	 	 	 	 
	 	 	Title:	 	Chief Executive Officer


 


	 	 	MERGER SUB:
	 	 	 
	 	 	Richfield Acquisition Corp.
	 	 	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	Name:	 	Stephen Funk
	 	 	 	 	 
	 	 	Title:	 	President


 


Stockholder Signature: _______________________


Stockholder Name:


Address:


 


Shares Held of Record: ___________


Warrants Held of Record: _________


 




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