EX-2.1
from 8-K
65 pages
Asset Purchase Agreement Dated as of May 25, 2016, by and Between Emerald Oil, Inc., Emerald Wb LLC, Emerald Nwb, LLC, Emerald Db, LLC and EOX Marketing, LLC, as Sellers, and New Emerald Holdings LLC, as Buyer and CL Energy Opportunity Fund, L.P. and Ssc Emerald LP, as Guarantors
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EX-2.2
from DEFA14A
13 pages
Whereas, Simultaneously Herewith, Seller and Peerless Media Ltd., a Gibraltar Private Limited Company (“Buyer”), Are Entering Into That Certain Asset Purchase Agreement of Even Date Herewith (The “Asset Purchase Agreement”), Pursuant to Which Buyer Is Agreeing to Purchase Substantially All of the Assets of Seller, Other Than the Excluded Assets (As Defined Therein); Whereas, It Is a Condition Precedent to the Execution and Delivery of the Asset Purchase Agreement by Seller That Guarantor Execute and Deliver This Guaranty; Whereas, Buyer Is a Wholly-Owned Subsidiary of Guarantor and Guarantor Will Receive Substantial Economic Benefit From the Consummation of the Transactions Contemplated by the Asset Purchase Agreement; and Whereas, Guarantor Is Executing and Delivering This Guaranty to Guarantee the Guaranteed Obligations (As Defined Below) on the Terms and Conditions Set Forth Herein. Now, Therefore, in Consideration of the Premises Set Forth Above and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: 1. Definitions. Capitalized Terms Used Herein but Not Otherwise Defined Shall Have the Meaning Ascribed to Them in the Asset Purchase Agreement
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EX-2.2
from 8-K
13 pages
Whereas, Simultaneously Herewith, Seller and Peerless Media Ltd., a Gibraltar Private Limited Company (“Buyer”), Are Entering Into That Certain Asset Purchase Agreement of Even Date Herewith (The “Asset Purchase Agreement”), Pursuant to Which Buyer Is Agreeing to Purchase Substantially All of the Assets of Seller, Other Than the Excluded Assets (As Defined Therein); Whereas, It Is a Condition Precedent to the Execution and Delivery of the Asset Purchase Agreement by Seller That Guarantor Execute and Deliver This Guaranty; Whereas, Buyer Is a Wholly-Owned Subsidiary of Guarantor and Guarantor Will Receive Substantial Economic Benefit From the Consummation of the Transactions Contemplated by the Asset Purchase Agreement; and Whereas, Guarantor Is Executing and Delivering This Guaranty to Guarantee the Guaranteed Obligations (As Defined Below) on the Terms and Conditions Set Forth Herein. Now, Therefore, in Consideration of the Premises Set Forth Above and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: 1. Definitions. Capitalized Terms Used Herein but Not Otherwise Defined Shall Have the Meaning Ascribed to Them in the Asset Purchase Agreement
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EX-2.2
from DEFA14A
12 pages
Guaranty This Guaranty (This “Guaranty”), Dated as of July 28, 2009, Is Made by Borucoral Limited, a Cyprus Private Limited Company (“Guarantor”), in Favor of Wpt Enterprises, Inc., a Delaware Corporation (“Beneficiary” or “Seller”). Recitals
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EX-2.2
from 8-K
12 pages
Guaranty This Guaranty (This “Guaranty”), Dated as of July 28, 2009, Is Made by Borucoral Limited, a Cyprus Private Limited Company (“Guarantor”), in Favor of Wpt Enterprises, Inc., a Delaware Corporation (“Beneficiary” or “Seller”). Recitals
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