8-K

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 20, 2015

Novamex Energy Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-54035	20-4952339
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1610 Woodstead Court, Suite 330 The Woodlands, Texas	77380
(Address of principal executive offices)	(Zip code)

(844) 266-8263

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this Current Report on Form 8-K are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on management's current expectations and are subject to risks and uncertainties that could cause our actual results to differ materially from those contemplated in the statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

Forward-looking statements include, among other things, any projections of earnings, revenue, or other financial items; any statements of the plans, strategies, and objectives of management for future operations; any statements concerning resource development opportunities; any potential joint ventures or strategic partnerships; any statements regarding future economic conditions or performance; any statements regarding future capital-raising activities; any statements of belief; and any statements of assumptions underlying any of the foregoing. In some cases, forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology such as "anticipates," "believes," "could," "estimates," "expects," "forecasts," "goals," "guidance," "intends," "may," "objectives," "plans," "possible," "potential," "projects," "seeks," "should," "targets," "will," or similar terms or variations of these terms.

Actual results may differ materially from those set forth in forward-looking statements. In addition to the assumptions and other factors referred to specifically in connection with these statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statements or otherwise affect our future results of operations and financial condition include, among others, the following:

• prices for oil and natural gas, including changes in prices resulting from the inability of the Organization of Petroleum Export Countries ("OPEC") to support prices, changes in the levels of oil and natural gas production in the United States, and political conditions in oil-producing countries;

• weakness in oil and natural gas prices (or perceived future weakness by our customers) could result in a reduction in the utilization of our equipment and reduced demand and lower rates for our services;

• factors affecting our ability to access the capital markets, including general capital market conditions; our capitalization structure; and market perceptions of the oil and gas industry or us;

• inflation rates;

• the inability of management to effectively implement our strategies and business plans;

• fluctuations in the price of oil and natural gas, including reductions in prices that would adversely affect our revenue, cash flow, and access to capital;

• other market forces negatively affecting our revenues, ability to borrow or raise capital, or enter into joint venture arrangements;

• our ability to successfully identify and consummate acquisition transactions;

• deterioration in general or regional economic conditions;

• the strength and financial resources of our competitors;

• the occurrence of natural disasters, unforeseen weather conditions, or other events or circumstances that could impact our operations or could impact the operations of companies or contractors we depend upon in our operations;

• technique risks inherent in drilling in existing or emerging unconventional shale plays using horizontal drilling and completion techniques;

• delays, denials, or other problems relating to our receipt of operational consents and approvals from governmental entities and other parties;

1

• advances in technology that result in competitive disadvantages and create the potential for impairment of existing assets;

• the direct or indirect effect on our business resulting from terrorist incidents and the threat of terrorist incidents, including cyber intrusion;

• operating hazards, environmental liabilities, and uninsured risks;

• loss of senior management or key technical personnel;

• inability to attract and hire key management and technical personnel;

• adverse state or federal legislation or regulation that increases the costs of compliance, including those related to hydraulic fracturing;

• the effect of accounting pronouncements issued periodically by standard setting bodies;

• changes in the legal, regulatory, and legislative environments in the markets in which we operate; and

• other factors discussed elsewhere in this Annual Report and that may be disclosed from time to time in our United States Securities and Exchange Commission filings or in other publicly disseminated written documents.   Many of these factors are beyond our ability to control or predict. These factors are not intended to represent a complete list of the general or specific factors that may affect us. All forward-looking statements speak only as of the date of this Annual Report and we expressly disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise

Unless the context otherwise requires, references in this Current Report on Form 8-K to "we," "us," "Novamex," "the Registrant," or "the Company" refer to Novamex Energy Inc., a Nevada corporation.

 SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

SECTION 2 – FINANCIAL INFORMATION

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On May 20, 2015 (the "Closing Date"), Novamex Energy Inc., a Nevada corporation, entered into and consummated a merger transaction pursuant to an Agreement and Plan of Merger (the "Merger Agreement") by and among the Novamex, Novamex Acquisition, Inc., a Nevada corporation and wholly-owned subsidiary of the Company ("Merger Sub"), Rio Bravo Oilfield Services, Inc., a Texas corporation ("Rio Bravo"), and Gordon Payne, Jackson Payne, and Coleman Payne, the shareholders of Rio Bravo (the "Rio Bravo Shareholders"). In accordance with the terms of Merger Agreement, on the Closing Date, Merger Sub merged with and into Rio Bravo (the "Merger"), with Rio Bravo surviving the Merger as our wholly-owned subsidiary.

Rio Bravo is a premier manufacturer of drill site tanks and utility buildings that specializes in custom-built carbon steel products such as water tanks, mud tanks, mud systems, fuel tanks, dog houses, change houses, SCR houses, generator houses, and tanks on wheels for the oil and gas industry. Our acquisition of Rio Bravo is part of the Company's business strategy to secure a sustainable competitive position as a diversified oilfield services company by delivering products and services that facilitate our customers' extraction and recovery objectives while upholding our strong ethical and business standards, and maintaining the highest standards of health, safety, and environmental performance. Our objective is to continue to search for opportunities to acquire oilfield services companies through purchase or merger.

2

The Merger Agreement includes customary representations, warranties, and covenants made by the Company, Merger Sub, Rio Bravo, and the Rio Bravo shareholders as of specific dates. Those representations and warranties were made solely for purposes of the Merger Agreement and are not intended to provide factual, business, or financial information about the Company, Merger Sub, Rio Bravo, and the Rio Bravo Shareholders. Moreover, some of those representations and warranties (a) may not be accurate or complete as of any specified date, (b) may be subject to a contractual standard of materiality different from those generally applicable to shareholders or different from what a shareholder might view as material, (c) may have been used for purposes of allocating risk among the Company, Merger Sub, Rio Bravo, and the Rio Bravo Shareholders, rather than establishing matters as facts, and/or (d) may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement and generally were solely for the benefit of the parties to the Merger Agreement. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding us and our business that has been, is, or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, and other documents that we file with the Securities and Exchange Commission ("SEC").

Prior to the Merger, we were a public reporting "shell company," as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder ("Exchange Act"). Accordingly, pursuant to the requirements of Item 2.01(f) of Form 8-K, set forth below is the information that would be required if the Registrant were filing a general form for registration of securities on Form 10 under the Exchange Act for the Registrant's common stock, which is the only class of its securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the Merger; provided, however, the financial statements and related information that are required pursuant to Form 10 will be provided in an Amendment to this Current Report on Form 8-K on or before June 26, 2015.

The following description of the terms and conditions of the Merger Agreement and the transactions contemplated thereunder that are material to the Registrant does not purport to be complete. A copy of the Merger Agreement is filed as Exhibit 2.1 hereto and incorporated by reference into this Item 2.01.

As a result of the Merger, our primary operations consist of what was previously the business and operations of Rio Bravo. Therefore, we include information about the business, financial condition, and management of Rio Bravo prior to the Closing Date in this Current Report on Form 8-K, as such information is relevant to our current and future business and operations.

The audited financial statements of Rio Bravo as of December 31, 2014 and 2013, the unaudited financial statements of Rio Bravo for the interim period ended March 31, 2015, and the unaudited combined pro forma financial statements will be provided in an Amendment to this Current Report on Form 8-K on or before June 26, 2015. This information could not be provided at this time without unreasonable effort and expense on behalf of the Registrant because of a delay in the completion of the audit of Rio Bravo's historical financial statements.

As set forth in the Merger Agreement, upon the closing of the Merger, all of the issued and outstanding capital stock of Rio Bravo was cancelled and the holders thereof became entitled to receive an aggregate of 10,500,000 shares of Series A Preferred Stock of the Company. In addition, certificates representing 2,000,000 shares of such 10,500,000 shares of the Series A Preferred Stock were delivered to the escrow agent pursuant to an escrow agreement to cover certain indemnifications obligations of the Rio Bravo Shareholders. The escrow agreement is set forth as Exhibit 10.1 to this Current Report on Form 8-K. The terms of the Series A Preferred Stock and the number of shares of the Series A Preferred Stock to be delivered in the Merger, including the portion thereof placed in escrow, were negotiated and agreed to by the Company and Rio Bravo prior to entering into the Merger Agreement. Immediately prior to the Merger, the Company had no shares of Series A Preferred Stock issued and outstanding.

Change in Management

Pursuant to the Merger Agreement, Novamex, the shareholders of the Company’s Series A Preferred Stock, and the majority shareholder of the Company’s Common Stock, Excellere Capital Group LLC, entered into a Voting Agreement, which is attached hereto as Exhibit 10.2. Pursuant to the Voting Agreement, Jackson Payne and Jose Luis Robles have been elected to the Board of Directors of Novamex, with Stephen Bargo remaining as the Chairman of the Board.

3

The following persons are the Registrant’s executive officers and directors subsequent to the Closing of the Merger:

Name	Age		Position
Stephen Bargo		61	Chairman
Jackson Payne		37	President, Chief Executive Officer, Chief Financial Officer (interim), Treasurer (interim), and Director
Jose Luis Robles		53	Director

In addition, Coleman Payne was appointed Secretary of the Company, with Kenneth Witt appointed as Assistant Secretary.

Jose Louis Robles is now a member of the board of directors of the Company and also is an employee of Excellere Capital Group LLC, which was the majority shareholder of Novamex prior to the Merger, and continues to be the majority shareholder of Novamex post-Merger. Stephen Bargo is the Chairman and owner of Excellere Capital Group LLC. Prior to the Merger, Gordon Payne and his son, Jackson Payne, were members of the board of directors of Rio Bravo, and Gordon Payne, Jackson Payne, and Coleman Payne (the son of Gordon Payne and brother of Jackson Payne) owned all of the capital stock of Rio Bravo.

The Merger was determined to be the appropriate transaction for the Company at this time due to management's belief that market conditions in the oilfield services sector were favorable. The Company did not engage any third party promoters to facilitate or participate in the Merger transaction.

FORM 10 DISCLOSURE

Note: As identified below, the financial statements and related information that are required pursuant to Form 10 will be provided in an Amendment to this Current Report on Form 8-K on or before June 26, 2015.

DESCRIPTION OF THE BUSINESS

Novamex Energy Inc. is a publicly-held Nevada corporation that is listed on the OTCQB® under the ticker symbol "NGLE". The Company was incorporated under the laws of the State of Nevada on May 19, 2006. On June 12, 2014, the Company filed an amendment to its Articles of Incorporation to change its name from Nogal Energy, Inc. to Novamex Energy Inc. The name change became effective on December 22, 2014, when the Financial Industry Regulatory Authority ("FINRA") completed processing the name change. On December 23, 2014, our Common Stock began trading under the new name – Novamex Energy Inc.

We issued 15,000,000 shares of Common Stock to Excellere Capital Group LLC in August of 2013 in consideration of a $600,000 investment. Since that time, Excellere Capital Group LLC has been a controlling stockholder with ownership of 89.1% of the Company's outstanding Common Stock.

On May 20, 2015, Novamex entered into and consummated a Merger pursuant to the Merger Agreement by and among Novamex, Merger Sub, Rio Bravo, and the Rio Bravo Shareholders. In accordance with the terms of Merger Agreement, on the Closing Date, Merger Sub merged with and into Rio Bravo, with Rio Bravo surviving the Merger as our wholly-owned subsidiary.

Rio Bravo is a Texas corporation that was incorporated on August 4, 2005, as Vehicle Tracking Systems, Inc. The company was originally formed to sell GPS tracking systems to trucking companies. The name of the company was changed to Rio Bravo Oilfield Services, Inc. on March 10, 2010, at which time Rio Bravo became a leading manufacturer of drill site tanks and utility buildings, specializing in custom-built carbon steel products such as water tanks, mud tanks, mud systems, fuel tanks, dog houses, change houses, SCR houses, generator houses, and tanks on wheels.

Rio Bravo is the parent of a wholly-owned subsidiary named Rio Bravo Tank De Mexico, S.A. de C.V. ("Rio Bravo Tank"), which is located in Saltillo, Coahuila, Mexico. Rio Bravo Tank is the manufacturer of Rio Bravo’s products. Rio Bravo and Rio Bravo Tank are referred to collectively as “Rio Bravo”.

4

Business Strategy

The Company's business strategy is to secure a sustainable competitive position as a diversified oilfield services company by delivering products and services that facilitate our customers' extraction and recovery objectives while upholding our strong ethical and business standards, and maintaining the highest standards of health, safety, and environmental performance. Our objective is to successfully manage and operate our manufacturing operation while we continue to search for opportunities to acquire additional oilfield services companies through purchase or merger. Although our manufacturing operation was profitable in the fiscal year 2014, our ability to consummate acquisition transactions will likely be contingent on our ability to obtain financing given that we have limited capital resources.

Industry and Competition

The oil and gas industry is affected by many factors that are generally beyond our ability to control, including government regulations, particularly in the areas of taxation, energy, climate change, and the environment; the level of oil production by non-OPEC countries; and the available excess production capacity within OPEC. In addition, during fiscal 2015, we expect to face customer challenges as a result of depressed oil and gas prices.

The markets in which we intend to operate are highly competitive. Competition is influenced by such factors as price, capacity, availability of work crews, and the reputation, experience, and technical proficiency of the service and products provider. We believe that an important competitive factor in establishing and maintaining long-term customer relationships is having an experienced, skilled, and well-trained work force. In addition, price is often the primary factor in determining which service and products provider is awarded the work. With an international presence, we save our customers money because of reduced labor costs.

In numerous instances, however, we secure and maintain work for customers for which efficiency, reliability, safety, technology, size of fleet, and availability of other services are of equal importance to price. For example, we employ certified welders and build to AWS, UL, and API standards.

Our ability to grow will depend on our ability to raise additional capital, attract and retain quality personnel, and identify suitable companies for acquisition.

Our competitors include the major diversified oilfield service and product companies such as Schlumberger, Halliburton, and Baker Hughes, along with numerous smaller oilfield services and products providers. Our revenue and earnings will be affected by changes in commodity prices, fluctuations in the level of drilling, workover and completion activity, government regulations, and general economic conditions.

Plans for 2015

During the fiscal year 2015, Novamex intends to focus on expanding the sale of products for its manufacturing operation and will continue its efforts to purchase or merge with oilfield services companies. The Company plans to continue to raise funds to support these efforts through the sale of equity and debt securities as well as with other forms of financing.

Products

We build quality carbon steel water tanks, mud systems, and buildings. Our engineers offer customers a standard design or assist them in designing the exact tank to fit their needs. We specialize in custom-built carbon steel products, including:

• Mud Systems – complete systems, on skid or mobile;

• Mud Tanks – slant or contoured bottoms;

• Water Tanks – blank or complete with pumps and motors;

• Waste Water and Water Treatment Tanks – all types available;

5

• Doghouses / Control Houses – with or without lighting;

• Generator Houses – with or without gen-sets;

• Pump Houses – up to 14 feet wide;

• Change Houses - curved or flat roof;

• Tool Rooms – all types available;

• SCR Houses – with or without components, insulation or AC;

• Fuel Tanks – with or without piping, pumps or containment; and

• Trip Tanks – solitary skid or combined with Choke Manifold or Gas Buster.

We also offer other products, including pipe racks, pipe tubs, sludge tanks, cat walks, large vessel tanks, custom roll-off containers and frac tanks, and any other type of carbon steel building.

Materials and Suppliers

We purchase various raw materials and component parts for use in manufacturing our products and delivering our services to customers. Raw materials essential to our manufacturing business are normally readily available. Market conditions can trigger price volatility and constraints in the supply of certain raw materials, however, such as high-quality A36 steel. We do not expect significant interruptions in the supply of raw materials, but there can be no assurance that there will be no price or supply issues over the long-term. While we use many suppliers to satisfy our raw material needs, our primary supplier of steel products in Mexico is Fortacero. Other key suppliers include Potencia Fluida, Villacero, and Aceromex. Other higher grades of steel have to be purchased in the United States, along with the specific oilfield equipment we provide to our customers. Principal suppliers of these products are SSS Steel, MI-Swaco, PSI, and Double Life Corporation.

Revenue and Customers

As with many similar companies in the oil and gas manufacturing business, the long-lead times to manufacture large, custom products makes us dependent on a few select customers in any given year. Currently, our three biggest customers are Nabors Drilling USA, Patterson-UTI Drilling, and Loadmaster Universal Rigs. We currently have over $15M in revenue on the backlog that we expect to deliver this year.

In December 2014, we obtained approved vendor status with Pemex Procurement International (PPI), which we expect to be instrumental in growing the Company’s revenue in fiscal 2015 and beyond.

Intellectual Property

We believe that our success depends in part on our ability to protect our proprietary rights. We rely on a combination of trade secret laws and confidentiality agreements and processes to protect our proprietary rights.

Generally, we require our customers and potential distribution participants to enter into confidentiality and non-disclosure agreements before we disclose any confidential aspect of our technology, services, or business. In addition, we plan to require certain of our key employees to assign to us any proprietary information, inventions, or other technology created during the term of their employment with us. These precautions, however, may not be sufficient to protect us from misappropriation or infringement of our intellectual property.

Distribution and Marketing

We distribute our own products with an in-house logistics team and third party trucking companies. We market our products and services in the United States and Mexico through our own business development and sales personnel.

6

Regulation

Regulation of Gas and Oil Production

Oilfield services operations are subject to various federal, state, and local laws and regulations pertaining to health, safety, and the environment. We cannot predict the level of enforcement of existing laws or regulations or how such laws and regulations may be interpreted by enforcement agencies or court rulings in the future. In addition, we cannot predict whether additional laws and regulations affecting the oilfield services business will be adopted, or the effect such changes might have on our financial condition, the oilfield services business, or us.

Environmental Regulation

Oilfield services operations routinely involve the storage, handling, transportation, and disposal of bulk waste materials, some of which contain oil, contaminants, and other regulated substances. Various environmental laws and regulations require prevention, and where necessary, cleanup of spills and leaks of such materials, and some operations must obtain permits that limit the discharge of materials. Failure to comply with such environmental requirements or permits may result in fines and penalties, remediation orders, and revocation of permits.

Hazardous Substances and Waste

The Comprehensive Environmental Response, Compensation, and Liability Act, as amended, referred to as "CERCLA" or the "Superfund" law, and comparable state laws, impose liability without regard to fault or the legality of the original conduct of certain defined persons, including current and prior owners or operators of a site where a release of hazardous substances occurred and entities that disposed of or arranged for the disposal of the hazardous substances found at the site. Under CERCLA, these "responsible persons" may be jointly and severally liable for the costs of cleaning-up the hazardous substances, for damages to natural resources, and for the costs of certain health studies.

In the course of our intended operations, we expect to occasionally generate materials that are considered "hazardous substances" and, as a result, may incur CERCLA liability for clean-up costs. Furthermore, claims may be filed for personal injury and property damage allegedly caused by the release of hazardous substances or other pollutants. Also, we expect to generate solid wastes that are subject to the requirements of the Resource Conservation and Recovery Act, as amended ("RCRA"), and comparable state statutes.

Although we plan to use operating and disposal practices that are standard in the industry, hydrocarbons or other wastes may have been released at properties owned or leased by us now or in the past, or at other locations where these hydrocarbons and wastes were taken for treatment or disposal. Under CERCLA, RCRA, and analogous state laws, we could be required to clean-up contaminated property (including contaminated groundwater), or to perform remedial activities to prevent future contamination.

Air Emissions

The Clean Air Act, as amended ("CAA"), and similar state laws and regulations restrict the emission of air pollutants and also impose various monitoring and reporting requirements. These laws and regulations may require us to obtain approvals or permits for construction, modification, or operation of certain projects or facilities and may require use of emission controls.

Global Warming and Climate Change

Some scientific studies suggest that emissions of greenhouse gases (including carbon dioxide and methane) may contribute to warming of the Earth's atmosphere. While we do not believe our future operations will raise climate change issues different from those generally raised by commercial use of fossil fuels, legislation or regulatory programs that restrict greenhouse gas emissions in areas where we conduct business could increase our costs in order to comply with any such laws. For example, methane emissions regulations already exist in the state of Colorado.

7

Water Discharges

We plan to operate facilities that will be subject to the requirements of the Clean Water Act, as amended ("CWA"), and analogous state laws that impose restrictions and controls on the discharge of pollutants into navigable waters. Spill prevention, control, and counter-measure requirements under the CWA require implementation of measures to help prevent the contamination of navigable waters in the event of a hydrocarbon spill. Other requirements for the prevention of spills are established under the Oil Pollution Act of 1990, as amended ("OPA"), which applies to owners and operators of vessels, including barges, offshore platforms, and certain onshore facilities. Under OPA, regulated parties are strictly and jointly and severally liable for oil spills and must establish and maintain evidence of financial responsibility sufficient to cover liabilities related to an oil spill for which such parties could be statutorily responsible.

Additionally, the Safe Drinking Water Act of 1974, as amended ("SDWA"), establishes a regulatory framework for the underground injection of a variety of wastes, including those being produced and separated from crude oil and natural gas production. The primary goal of the SDWA is the protection of usable aquifers. The chief objective of injection well operating permits and requirements is to ensure the mechanical integrity of the wellbore and to prevent migration of fluids from the injection zone into underground sources of drinking water. Class II underground injection wells, a predominant storage method for crude oil and natural gas wastewater, are strictly controlled, and certain wastes, absent an exemption, cannot be injected into such wells. Hence, failure to abide by any such permits that we obtain could subject us to civil or criminal enforcement.

Employees

Novamex and its wholly–owned subsidiaries currently have 132 employees, all of which are full-time. We expect this number to materially increase if we are able to identify and acquire additional oilfield service companies.

Seasonality

Oilfield services operations can be affected by seasonal weather, which can temporarily affect the delivery and performance of products and services, as well as the budgetary cycles of customers. For example, seasonal events that could impact our intended business operations include:

• The severity and duration of both the summer and the winter in the United States can have a significant impact on activity levels;

• Hurricanes can disrupt coastal and offshore drilling and production operations; and

• Customer spending patterns for software and various other oilfield services and products can result in higher activity in the fourth quarter of the calendar year.

Available Information

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and other documents with the SEC pursuant to the Exchange Act. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers, including Novamex, that file electronically with the SEC. The public can obtain any document we file with the SEC at http://www.sec.gov. Information contained on or connected to our website is not incorporated by reference into this Current Report on Form 8-K and should not be considered part of this Annual Report or any other filing that we make with the SEC.

8

Risk Factors

An investment in our securities involves various risks. You should consider carefully all of the risk factors described below, the matters discussed herein under "Forward-Looking Statements," and other information included and incorporated by reference in this Current Report on Form 8-K, as well as in other reports and materials that we file with the SEC. If any of the risks described below or elsewhere in this Current Report on Form 8-K were to materialize, our business, financial condition, results of operations, cash flows, or prospects could be materially adversely affected. In such case, the trading price of our Common Stock could decline and you could lose part or all of your investment. Additional risks and uncertainties not currently known to us, or those we currently deem immaterial, may also materially adversely affect our financial condition, results of operations, and cash flows.

Demand for our services and products is affected by fluctuations in oil and natural gas prices, such as the recent decline in prices, which, in turn, affect the level of exploration, development, and production activity of our customers and could have a material adverse effect on our business, financial condition, results of operations, and impede our growth.

The oilfield services business is cyclical and depends on general conditions in the oil and natural gas industry, especially oil and natural gas prices and capital expenditures by oil and natural gas companies. Volatility in oil and natural gas prices, tight credit markets, and disruptions in the United States and global economies and financial systems may adversely impact our intended business. Prices for oil and natural gas have been historically volatile as a result of changes in the supply of, and demand for, oil and natural gas and other factors. These include changes resulting from, among other things, the ability of OPEC to support oil prices, changes in the levels of oil and natural gas production in the United States and other countries, domestic and worldwide economic conditions, and political instability in oil-producing countries.

Oil prices sharply declined during the second half of 2014 and have remained low since that time. Because we depend on our customers' willingness to make capital expenditures to explore, develop, and produce oil and natural gas, continued weakness in oil and natural gas prices (or the perception by our customers that oil and natural gas prices will decrease in the future) could result in a reduction in the utilization of our equipment and result in lower rates for our services. Customers' willingness to undertake exploration and production activities depends largely upon prevailing industry conditions that are influenced by numerous factors over which we have no control, including:

• the domestic and foreign supply of oil and natural gas;

• the level of prices, and expectations about future prices, of oil and natural gas;

• the price and availability of alternative fuels;

• the level of consumer demand;

• the cost of exploring for, developing, producing, and delivering oil and natural gas;

• the price of foreign imports;

• weather conditions;

• worldwide economic conditions;

• the availability, proximity, and capacity of transportation facilities and processing facilities;

• the effect of worldwide energy conservation efforts;

• risks associated with operating drilling rigs;

• technical advances affecting energy consumption;

• political conditions in oil and gas producing regions; and

• domestic and foreign governmental regulations and taxes.

9

A substantial decline in oil and natural gas prices generally leads to decreased spending by customers. While higher oil and natural gas prices generally lead to increased spending by customers, sustained high energy prices can be an impediment to economic growth, and can therefore negatively impact spending by our customers. Customers also take into account the volatility of energy prices and other risk factors by requiring higher returns for individual projects if there is higher perceived risk. Any of these factors could affect the demand for oil and natural gas and could have a material adverse effect on our business, financial condition, results of operations, and cash flow.

Spending by exploration and production companies depends on factors other than oil and natural gas prices, including conditions in the capital markets and the discovery and development of oil and natural gas reserves.

Spending by exploration and production companies can also be impacted by conditions in the capital markets. Limitations on the availability of capital, or higher costs of capital, for financing expenditures may cause exploration and production companies to make additional reductions to capital budgets in the future even if oil and natural gas prices remain stable or increase. Any such cuts in spending will curtail drilling programs as well as discretionary spending on well services, which may result in a reduction in the demand for our services, and the rates we can charge and the utilization of our assets. Moreover, reduced discovery rates of new oil and natural gas reserves, or a decrease in the development rate of reserves, in our market areas, whether due to increased governmental regulation, limitations on exploration and drilling activity, or other factors, could also have a material adverse impact on our business, even in a stronger oil and natural gas price environment.

We may be unable to implement price increases or maintain existing prices on our core services and products.

We may periodically seek to increase the prices of our services and products to offset rising costs and to generate higher returns for our stockholders. We operate in a very competitive industry, however, and we may not always be successful in raising or maintaining our existing prices. Additionally, during periods of increased market demand, a significant amount of new service capacity, including new well service rigs, fluid hauling trucks, coiled tubing units, and new fishing and rental equipment, may enter the market, which could also put pressure on the pricing of our services and products and can limit our ability to increase or maintain prices. Likewise, during periods of declining pricing for our services and products, as we are experiencing now, we may not be able to reduce our costs accordingly, which could further adversely affect our profitability.

Even when we are able to increase our prices, we may not be able to do so at a rate that is sufficient to offset such rising costs. In periods of high demand for oilfield services, a tighter labor market may result in higher labor costs. During such periods, our labor costs could increase at a greater rate than our ability to raise prices for our services. What is more, we may not be able to successfully increase prices without adversely affecting our activity levels. The inability to maintain our prices or to increase our prices as costs increase could have a material adverse effect on our business, financial position, and results of operations.

We participate in a capital-intensive industry. We may not be able to finance future acquisitions or future growth of our oilfield services operations.

Our business activities require substantial capital expenditures. If our cash flow from operating activities are not sufficient to fund our capital budget, we would be required to fund capital expenditures through debt or equity or alternative financing plans, such as refinancing or restructuring our debt or selling assets.

Our ability to raise debt or equity capital or to refinance or restructure our debt will depend on the condition of the capital markets and our financial condition at such time, among other things. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. If debt and equity capital or alternative financing plans are not available, or are not available on economically attractive terms, we would be required to curtail our capital spending, and our ability to grow our business and sustain or improve our profits may be adversely affected. Any of the foregoing consequences could materially and adversely affect our business, financial condition, results of operations, and prospects.

10

Loss of key members of our management could disrupt our business.

We maintain employment agreements with our senior executives and depend on the continued employment and performance of our senior executives and other key members of management. If any of these individuals resigns or becomes unable to continue in his or her present role and is not adequately replaced, our business operations and our ability to implement our growth strategies could be materially disrupted.

Increased labor costs or the unavailability of skilled workers could hurt our oilfield services operations.

Companies in our industry are dependent upon the available labor pool of skilled employees. We compete with other oilfield services businesses and other employers to attract and retain qualified personnel with the technical skills and experience required to provide our customers with the highest quality service. We are also subject to the Fair Labor Standards Act, which governs matters such as the minimum wage, overtime, and other working conditions, and which can increase our labor costs or subject us to liabilities from our employees. A shortage in the labor pool of skilled workers or other general inflationary pressures or changes in applicable laws and regulations could make it more difficult for us to attract and retain personnel and could require us to enhance our wage and benefits packages. Labor costs may increase in the future, and such increases could have a material adverse effect on our business, financial condition, and results of operations.

New technologies may cause our current operating methods to become obsolete.

The oil and gas industry is subject to rapid and significant advancements in technology, including the introduction of new products and services utilizing new technologies. As competitors use or develop new technologies, we may be placed at a competitive disadvantage, and competitive pressures may force us to implement new technologies at a substantial cost. In addition, our competitors have greater financial, technical, and personnel resources that allow them to enjoy technological advantages and may in the future allow them to implement new technologies before we can. We cannot be certain that we will be able to implement technologies on a timely basis or at a cost that is acceptable to us. If we are unable to maintain technological advancements consistent with industry standards, our operations and financial condition may be adversely affected.

New federal rules relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays.

The U.S. Department of the Interior recently released new rules on hydraulic fracturing on federal and Indian lands. Hydraulic fracturing involves the injection of water, sand and additives under pressure into rock formation to stimulate natural gas production. The use of hydraulic fracturing is necessary to produce commercial quantities of natural gas and oil from many reservoirs. These new rules have established an additional level of regulation and permitting at the federal level that may (i) lead to operational delays, (ii) increase operating costs, (iii) increase our costs of compliance and doing business, and (iv) delay the development of gas resources that are not commercial without the use of hydraulic fracturing. We also cannot predict what additional legislative and regulatory initiatives may be enacted at the federal, state, and local levels.

We exist in a litigious environment.

Any constituent could bring suit regarding our existing or planned operations or allege a violation of an existing contract. Any such action could delay when planned operations can actually commence or could cause a halt to existing production until the courts resolve such alleged violations. Not only could we incur significant legal and support expenses in defending our rights, but also halting existing production or delaying planned operations could impact our future operations and financial condition. Such legal disputes could also distract management and other personnel from their primary responsibilities. 

11

Interruptions to our business could adversely affect our operations.

As with any company, our operations are at risk of being interrupted by earthquake, fire, flood, and other natural and human-caused disasters, including disease and terrorist attacks. Our operations are also at risk of power loss, telecommunications failure, and other infrastructure and technology based problems.

A terrorist attack or armed conflict could harm our business.

Terrorist activities, anti-terrorist efforts, and other armed conflicts involving the United States or other countries may adversely affect the United States and global economies and could prevent us from meeting our financial and other obligations. If any of these events occur, the resulting political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for our services and causing a reduction in our revenues. Oil and natural gas related facilities could be direct targets of terrorist attacks, and our operations could be adversely impacted if infrastructure integral to our customers' operations is destroyed or damaged. Costs for insurance and other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all.

Risks Related to Our Common Stock

The regulation of penny stocks by the SEC and FINRA may discourage trading of our securities.

We are a "penny stock" company, and are subject to an SEC rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of our stockholders sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.

In addition, the SEC has adopted a number of rules to regulate "penny stocks." Because our securities constitute "penny stocks" within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might develop for them because these rules impose additional regulatory burdens on penny stock transactions.

Stockholders should be aware that, according to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses.

Our Common Stock is an unsecured equity interest in Novamex.

As an equity interest, our Common Stock is not secured by any of the assets of Novamex. Therefore, in the event we are liquidated, the holders of the Common Stock will receive a distribution only after all of our secured and unsecured creditors have been paid in full. There can be no assurance that we will have sufficient assets after paying our secured and unsecured creditors to make any distribution to the holders of the Common Stock.

12

Common stockholders will be diluted if additional shares of Common Stock are issued.

If we sell additional equity, or convertible debt securities, such sales could result in increased dilution to our existing common stockholders and cause the price of our outstanding shares of Common Stock to decline. Further, the issuance of options or other derivative securities to acquire our Common Stock could result in dilution to other holders of our Common Stock.

Sales of additional shares of our Common Stock could have a negative effect on the market price of our Common Stock.

Sales of substantial amounts of our Common Stock in the public market could adversely affect prevailing market prices and could impair our ability to raise capital through the sale of our equity securities. Most shares of Common Stock currently outstanding are eligible for sale in the public market, subject in certain cases to compliance with the requirements of Rule 144 under the securities laws. We also have the authority to issue additional shares of Common Stock. The issuance of such shares could (i) dilute the voting power of the currently outstanding shares of our Common Stock and (ii) dilute earnings per share.

We have shares of preferred stock outstanding that have greater rights than our Common Stock and we may issue additional shares of preferred stock that have greater rights than our Common Stock.

Upon the Closing of the Merger, we issued 10,500,000 shares of Series A Preferred Stock to the Rio Bravo Shareholders. The terms of the Series A Preferred Stock are attached to this Current Report on Form 8-K as Exhibit 4.1. The Series A Preferred Stock has a $1.00 per share liquidation preference over the Common Stock of Novamex, which means that with respect to the distribution of assets and payment of dividends upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, all shares of the Series A Preferred Stock rank senior to all shares of Common Stock and any other securities designated as junior to the Series A Preferred Stock to the extent of $10,500,000.

In addition to the issued and outstanding shares of the Series A Preferred Stock, our articles of incorporation authorize our board of directors to issue one or more additional series of preferred stock and set the terms of the preferred stock without seeking any further approval from our stockholders. Any additional shares of preferred stock that are issued also may rank ahead of our Common Stock, in terms of dividends, liquidation rights, and/or voting rights.

We do not currently pay dividends on our Common Stock and do not anticipate doing so in the future.

We have paid no cash dividends on our Common Stock, and we may not pay cash dividends on our Common Stock in the future. We intend to retain any earnings to fund our operations. Therefore, we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

Securities analysts may not initiate coverage of our Common Stock or may issue negative reports, which may adversely affect the trading price of our Common Stock.

We cannot assure you that securities analysts will cover our company. If securities analysts do not cover our company, this lack of coverage may adversely affect the trading price of our Common Stock. The trading market for our shares will rely in part on the research and reports that securities analysts publish about us and our business.  If one or more of the analysts who cover our company downgrades our shares, the trading price of our shares may decline. If one or more of these analysts ceases to cover our company, we could lose visibility in the market, which, in turn, could also cause the trading price of our shares to decline.  Further, because of our small market capitalization, it may be difficult for us to attract securities analysts to cover our company, which could significantly and adversely affect the trading price of our Common Stock.

Our stock price is volatile and you may not be able to resell shares of our Common Stock at or above the price you paid.

The price of our Common Stock fluctuates significantly, which may result in losses for investors. We expect our Common Stock to be subject to fluctuations as a result of a variety of factors, including factors beyond our control. These factors include:

13

• changes in oil and gas prices;

• variations in drilling, recompletions, acquisitions, and operating results;

• changes in governmental regulation;

• changes in financial estimates by securities analysts;

• changes in market valuations of comparable companies;

• additions or departures of key personnel;

• future sales of our Common Stock;

• statement changes in opinions, ratings, or earnings estimates made;

• disparity between our reported results and any projections;

• technological innovations by us or our competitors;

• ability to maintain profitable relationships with our customers;

• ability to report financial information in a timely manner; or

• the markets in which our Common Stock is traded.

Provisions in our articles and bylaws as well as under Nevada law could delay or prevent a change in control of our company, which could adversely affect the price of our Common Stock.

Provisions in our articles and bylaws could delay or prevent a change in control of the Company, which could adversely affect the price of our Common Stock. In addition to the ability of the board of directors to issue preferred stock without shareholder approval, our articles (a) provide for a classified board of directors, (b) require a two-thirds majority vote of the stockholders to amend our articles or bylaws, and (c) prohibit stockholder action by written consent. In addition, our bylaws (i) do not provide stockholders with the power to call a special meeting, (ii) require advance notice for stockholder nominations to the board or proposals for new business, and (iii) in the case of a takeover offer, require that the board consider all relevant factors in evaluating such offer, including, but not limited to, the terms of the offer, and the potential economic and social impact of such offer on our stockholders, employees, customers, creditors, and the community in which we operate.

Further, the existence of some provisions under Nevada law could delay or prevent a change in control of the Company, which could adversely affect the price of our Common Stock. Nevada law imposes some restrictions on mergers and other business combinations between us and any holder of 10% or more of our outstanding Common Stock.

PROPERTIES

Novamex's corporate headquarters are located at 1610 Woodstead Court, Suite 330, The Woodlands, Texas, 77380, where we lease 3,221 square feet of space. Further, Rio Bravo Tank leases its fabrication shop, which has 80,000 square feet of manufacturing space, overhead cranes, cutting and bending capabilities, and complete painting facilities. This facility is located at Kilometro 14 de la Carretera Saltillo-Piedras Negras, in Ramos Arizpe, Coahuila, Mexico.

FINANCIAL INFORMATION

The financial information required pursuant to Items 301, 303, and 305 of Regulation S-K will be provided in an Amendment to this Current Report on Form 8-K on or before June 26, 2015.

14

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of May 20, 2015, with respect to the beneficial ownership of the outstanding Series A Preferred Stock and the Common Stock of Novamex by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. The percentage of class beneficially owned is based on 10,500,000 shares of the Series A Preferred Stock and 16,834,415 shares of Common Stock reported by the Company as being issued and outstanding as of May 20, 2015. Each share of the Series A Preferred Stock is entitled to one vote per share, and each share of Common Stock is entitled to one vote per share. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Unless otherwise specified, the address of each of the persons listed in the table below is c/o Novamex Energy Inc., 1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380.

Class Title	Name	# of Shares Beneficially Owned		% of Outstanding Shares of Class Beneficially Owned			% of Outstanding Shares of All Voting Securities Beneficially Owned
Directors and Executive Officers
Common Stock	Stephen Bargo		15,000,000 (1)		89.1	%		93.3% (2)
Common Stock	Jackson Payne		15,000,000 (3)		89.1	%		93.3% (4)
Common Stock	Jose Luis Robles		—		—			—
Common Stock	All Directors and Officers as a Group (3 Persons)		15,000,000		89.1	%		93.3	%
5% Shareholders
Common Stock	Excellere Capital Group LLC 3102 Maple Avenue, Ste. 450 Dallas, Texas 75201		15,000,000 (5)		89.1	%		93.3% (6)
Series A Preferred Stock	Stephen Bargo		10,500,000 (7)		100.0	%		93.3% (8)
Series A Preferred Stock	Jackson Payne		10,500,000 (9)		100.0	%		93.3% (10)
Series A Preferred Stock	Jose Luis Robles		—		—			—
Series A Preferred Stock	All Directors and Officers as a Group (3 Persons)		10,500,000		100.0	%		93.3	%
5% Shareholders
Series A Preferred Stock	Gordon Payne		10,500,000 (11)		100.0	%		93.3% (12)
Series A Preferred Stock	Coleman Payne		10,500,000 (13)		100.0	%		93.3% (14)

(1) Includes 15,000,000 shares of Common Stock held by Excellere Capital Group LLC.

(2) Includes 10,500,000 shares of Series A Preferred Stock held by Jackson Payne, Gordon Payne, and Coleman Payne that Excellere Capital Group LLC has shared voting power over pursuant to the Novamex Energy Inc. Voting Agreement, dated May 20, 2015, by and among Novamex Energy Inc., Excellere Capital Group LLC, and Gordon Payne, Jackson Payne, and Coleman Payne (the "Novamex Voting Agreement"), which is attached to this Current Report on Form 8-K as Exhibit 10.2.

(3) Includes 15,000,000 shares of Common Stock held by Excellere Capital Group LLC that Jackson Payne has shared voting power over pursuant to the Novamex Voting Agreement.

15

(4) Includes 3,449,983 shares of Series A Preferred Stock held by Jackson Payne and 7,000,017 shares of Series A Preferred Stock held by Gordon Payne and Coleman Payne that Jackson Payne has shared voting power over pursuant to the Novamex Voting Agreement.

(5) Stephen Bargo has sole voting and dispositive power over the securities held by Excellere Capital Group LLC as the company's sole member.

(6) Includes 10,500,000 shares of Series A Preferred Stock held by Jackson Payne, Gordon Payne, and Coleman Payne that Excellere Capital Group LLC has shared voting power over pursuant to the Novamex Voting Agreement.

(7) Includes 10,500,000 shares of Series A Preferred Stock held by Jackson Payne, Gordon Payne, and Coleman Payne that Excellere Capital Group LLC has shared voting power over pursuant to the Novamex Voting Agreement.

(8) Includes 15,000,000 shares of Common Stock held by Excellere Capital Group LLC.

(9) Includes 3,499,983 shares of Series A Preferred Stock held by Jackson Payne and 7,000,017 shares of Series A Preferred Stock held by Gordon Payne and Coleman Payne that Jackson Payne has shared voting power over pursuant to the Novamex Voting Agreement.

(10) Includes 15,000,000 shares of Common Stock held by Excellere Capital Group LLC that Jackson Payne has shared voting power over pursuant to the Novamex Voting Agreement.

(11) Includes 3,500,034 shares of Series A Preferred Stock held by Gordon Payne and 6,999,966 shares of Series A Preferred Stock held by Jackson Payne and Coleman Payne that Gordon Payne has shared voting power over pursuant to the Novamex Voting Agreement.

(12) Includes 15,000,000 shares of Common Stock held by Excellere Capital Group LLC that Gordon Payne has shared voting power over pursuant to the Novamex Voting Agreement.

(13) Includes 3,499,983 shares of Series A Preferred Stock held by Coleman Payne and 7,000,017 shares of Series A Preferred Stock held by Jackson Payne and Gordon Payne that Coleman Payne has shared voting power over pursuant to the Novamex Voting Agreement.

(14) Includes 15,000,000 shares of Common Stock held by Excellere Capital Group LLC that Coleman Payne has shared voting power over pursuant to the Novamex Voting Agreement.

DIRECTORS AND EXECUTIVE OFFICERS

The officers, directors, and certain significant employees of the Company are as follows:

Name	Age		Position(s) and Term(s) of office
Stephen Bargo		61	Chairman (June 28, 2013 to Present)
Jackson Payne		37	President, Chief Executive Officer, Chief Financial Officer (interim), and Treasurer (interim) (May 20, 2015 to Present); Director (May 20, 2015 to Present)
Jose L. Robles		53	Director (May 20, 2015 to Present)
Gordon Payne		63	President of Rio Bravo Oilfield Services, Inc. (May 20, 2015 to Present)
Coleman Payne		32	Secretary (May 20, 2015 to Present)

Terms of Office

The stockholders of the Company will elect the members of the board of directors at the annual meeting (except for the filling of vacancies) during fiscal 2015.  Each director holds office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified, and as further set forth in the Articles of Incorporation of Novamex.

The Board elects the officers of the Company.  Each officer holds office until his death, resignation, retirement, removal, or disqualification or until his successor shall have been elected and qualified.

16

Family Relationships

Jackson Payne, Director and the Chief Executive Officer of Novamex, Gordon Payne, the President of Rio Bravo, and Coleman Payne, the Secretary of Novamex, are all family members. Specifically, Gordon Payne is the father of Jackson Payne and Coleman Payne, who are brothers. There are no other family relationships between or among the directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.

Business Experience

Stephen Bargo has 31 years of experience in the global oil and gas marketplace, primarily in the private equity and merger and acquisitions space.  He founded a service company at 18 years of age, which he sold in 1992.  Mr. Bargo's experience includes investment-grade real estate development, portfolio optimization, equity raises, operations management, and transactional activity.  He leverages strategic alliances with real estate firms and oil and gas companies in Africa, Asia, Europe, the United States, and Mexico to gain access to lucrative off-market opportunities and deliver a competitive advantage to investors.  Prior to Mr. Bargo's employment with Novamex, he was (and continues to be) employed by Excellere Capital Group LLC.

Jackson Payne has over 15 years of experience in oil and gas management. His experience includes serving as President and CFO of Rio Bravo Oilfield Services, Inc. Jackson joined Rio Bravo in 2006 as CFO where he designed, implemented, and managed every facet of the finance and accounting organization for Rio Bravo and its wholly-owned Mexican subsidiary, Rio Bravo Tank de Mexico. He was appointed as President of Rio Bravo in 2010. Jackson is the son of Rio Bravo’s founder and CEO, Gordon Payne, and was an all-conference basketball player at Christian Brothers University and assistant coach at Wofford College prior to joining Rio Bravo. He is presently an MBA candidate at the Kenan-Flagler Business School at the University of North Carolina, and also sits on the Board of Directors of The Victory Formation, a charity that supports orphans and widows.

Jose Louis Robles has over 20 years of experience in the financial and real estate industries. His experience includes the development and implementation of the regulations of the Mexican mutual fund industry, origination and distribution of fixed income and equity securities, as well as fund raising, financial planning and implementation of strategic business development and controls. During the past five years, Jose has acted as Managing Director (Real Estate and Transaction Services) of Cronos Capital, a boutique investment firm dealing in housing, mixed-use development and land deals. Cronos Capital is not a parent, subsidiary, or other affiliate of the Registrant. Jose is currently the Managing Partner and Board Member of Excellere Capital Group de Mexico, which is a wholly-owned subsidiary of Excellere Capital Group LLC. Jose is a Public Accountant with specialties in real estate and corporate finance. He has a master’s degree in Real Estate Development Projects from the Universidad de Anahuac, Mexico, and a bachelor’s degree in Accounting from Instituto Tecnologico Autonomo de Mexico (ITAM).

Gordon Payne has over 10 years of experience in the oil and gas manufacturing industry. His experience includes serving as CEO of Rio Bravo Oilfield Services, Inc., which he founded in 2006. As CEO, Gordon has been responsible for the majority of Rio Bravo’s sales and manufacturing.

Coleman Payne has over nine years of experience in the oil and gas industry and mergers and acquisitions. His experience includes serving for five years as the COO of Rio Bravo, and four years in Deloitte Consulting’s Strategy and Operations practice. Coleman has a BBA in Finance and Marketing from the University of Oklahoma.

EXECUTIVE COMPENSATION

Board Compensation

For the fiscal year ended December 31, 2004, the Company’s sole director, Stephen Bargo, received no compensation for his services as a director. Novamex has not established any standard arrangements pursuant to which directors have been compensated for their services, although all directors are reimbursed for out-of-pocket expenses, including those incurred in connection with attendance at meetings of the Board of Directors. The Company may establish a compensation plan for its directors in the future.

17

Executive Compensation – Executive Officers of Novamex

Novamex did not pay or accrue any cash compensation to any executive officer of the Company nor pay or accrue any other compensation to any executive officer of the Company during the fiscal years ended December 31, 2014 and 2013.

Executive Compensation –Executive Officers of Rio Bravo

Rio Bravo became our wholly-owned subsidiary upon the Closing of the Merger. The following summary compensation table indicates the cash and non-cash compensation earned by the individuals who would have been deemed its executive officers had Rio Bravo Oilfield Services, Inc. been a reporting company on December 31, 2014. Each of the below salaries commenced under their respective employment agreements on July 1, 2014:

Summary Compensation Table
Name and Principal Position	Year		Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		All Other Compensation		Total
Gordon Payne - CEO		2014	$	180,000		—		—		—		—		—	$	180,000
Jackson Payne - CFO		2014	$	180,000		—		—		—		—		—	$	180,000
Coleman Payne – COO		2014	$	180,000		—		—		—		—		—	$	180,000

None of the executive officers or directors of Rio Bravo received nor does Rio Bravo have any arrangements to pay out any bonus, stock awards, option awards, non-equity inventive plan compensation, or non-qualified deferred compensation.

Potential Payments Upon Termination or Change-in-Control

SEC regulations require that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the Company. Please see the section entitled "Employment Agreements" below for a discussion of management compensation in the event of a termination of employment or change in control of the Company.

Employment Agreements

Prior to the Closing of the Merger, Rio Bravo had employment agreements with Gordon Payne, Jackson Payne, and Coleman Payne, which are attached to this Current Report on Form 8-K as Exhibits 10.3, 10.4, and 10.5, respectively. Upon the Closing of the Merger, Novamex assumed each of these employment agreements, which are summarized below:

Gordon Payne (Chief Executive Officer/Chairman of Rio Bravo): The Employment Agreement commenced on July 1, 2014 and has a term of three years (the "Initial Period"), unless otherwise terminated in accordance with the provisions provided therein. The base salary is $180,000 per annum with a quarterly bonus ranging from 5% to 100% of the annual salary. The employee may also be awarded other incentive compensation at the discretion of the employer. The agreement provides for paid vacation, health benefits, and other benefits as provided by the employer from time to time. In the event the agreement is terminated by Rio Bravo at the conclusion of the Initial Period or any Additional Period (as defined therein), or in the event Rio Bravo fails to offer employee a renewal employment agreement and employee elects to terminate the agreement, then Rio Bravo is obligated to pay employee (i) for all accrued but unused vacation; and (ii) a severance payment equal to the sum of (x) employee's then current base salary for twelve (12) months, plus (y) the annual bonus paid to employee for the prior calendar year, which severance payment shall be paid to employee, less all appropriate deductions and withholdings, in equal, bi-monthly installments over the twelve (12) month period commencing with the date of termination (the "Severance Period"). During the Severance Period, Rio Bravo shall provide employee with comprehensive health, disability, and life insurance policies providing benefits at least equivalent to those employee received on the last day of the agreement’s term.

18

Jackson Payne (Chief Financial Officer/Director of Rio Bravo): See above employment agreement summary for Gordon Payne.

Coleman Payne (Chief Operating Officer/Director of Rio Bravo): See above employment agreement summary for Gordon Payne.

Novamex may choose to replace these employment agreements in the future given such individuals' new roles and responsibilities with the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons, Promoters, and Certain Control Persons

Novamex, Excellere Capital Group LLC, and the Rio Bravo Shareholders (Gordon Payne, Jackson Payne, and Coleman Payne), entered the "Novamex Energy Inc. Voting Agreement" on May 20, 2015, pursuant to the Merger Agreement. The Novamex Energy Inc. Voting Agreement is attached to this Current Report on Form 8-K as Exhibit 10.2. Under such Voting Agreement, Excellere Capital Group LLC and the Rio Bravo Shareholders (each, a "Shareholder") each agree to vote, or cause to be voted, all shares owned by such Shareholders, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board: (a) one person designated by a majority in interest of the Rio Bravo Shareholders, which individual shall initially be Jackson Payne; (b) one person designated by Excellere Capital Group LLC, which individual shall initially be Stephen Bargo beneficially; and (c) one person who is mutually acceptable to the Rio Bravo Shareholders and Excellere Capital Group LLC, which individual shall initially be Jose Luis Robles. The remaining members of the Board shall be voted upon by all the shareholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Third Amended and Restated Articles of Incorporation.

Director Independence

For purposes of determining whether members of the Company's Board of Directors are "independent," the Company's Board utilizes the standards set forth in the NASDAQ Stock Market Marketplace Rules ("NSMMR"). At present, the Company's entire board serves as its Audit, Compensation, and Nominating Committees.

The Company's Board of Directors has not yet determined that any member of the Company’s Board of Directors is an "independent director," as such term is defined under NSMMR Rule 5605.

It is anticipated that additional independent directors will be added to the Board of Directors in the future, although the Board has not established a timetable for such action.

LEGAL PROCEEDINGS

None.

19

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The Common Stock of Novamex is presently traded on the over-the-counter market on the OTCQB® under the symbol NGLE, which is maintained by FINRA. The following table sets forth the range of high and low bid quotations for the Company's Common Stock for each full quarterly period during the two most recent fiscal years, any subsequent interim quarterly period for which financial statements are issued, and as of May 20, 2015. The quotations were obtained from information published by FINRA and reflect interdealer prices without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

Quarter Ended		HIGH		LOW
	May 20, 2015*		0.04		0.04
	March 31, 2015		0.07		0.07
	December 31, 2014		0.10		0.03
	September 30, 2014		0.09		0.05
	June 30, 2014		0.09		0.03
	March 31, 2014		0.05		0.05
	December 31, 2013		0.10		0.05
	September 30, 2013		0.10		0.02
	June 30, 2013		0.24		0.02
	March 31, 2013		0.10		0.02

* Not a fiscal quarter end.

Holders

On May 20, 2015, there were approximately 2,800 holders of record of the Company's Common Stock.

Dividend Policy

Holders of the Company's Common Stock are entitled to receive such dividends as may be declared by the Company's board of directors. The Company has not declared or paid any dividends on the Company’s Common Stock in the fiscal years 2013 or 2014 or in the first fiscal quarter of 2015 and it does not plan on declaring any dividends in the near future. The Company currently intends to use all available funds to finance the operation and expansion of its business. Further, our retained earnings deficit limits our ability to pay dividends.

Securities Authorized for Issuance under Equity Compensation Plans

None.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to the disclosure describing the Merger set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. The issuances of securities in the Merger were exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

We issued 15,000,000 shares of Common Stock to Excellere Capital Group LLC on August 9, 2013, in consideration of a $600,000 investment. The issuance of this Common stock was (i) made in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (ii) conducted without general solicitation or general advertising. Excellere Capital Group LLC, was an accredited investor at the time of the issuance.

20

DESCRIPTION OF REGISTRANT’S SECURITIES

The following describes the material terms of the capital stock of Novamex. The following description does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Company’s Third Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, which have been previously filed with the SEC and are incorporated herein by reference. All Novamex stockholders are urged to read our Third Amended and Restated Articles of Incorporation and Amended and Restated Bylaws carefully and in their entirety.

General

Our authorized capital stock consists of 1,000,000,000 shares of capital stock, consisting of (a) 700,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”) and (b) 300,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).

Common Stock

As of May 20, 2015, upon completion of the Merger, there were 16,834,415 shares of Common Stock issued and outstanding. The holders of our Common Stock are entitled to one vote per share on matters on which our stockholders vote. There are no cumulative voting rights. Subject to any preferential dividend rights of any outstanding shares of preferred stock, holders of our Common Stock are entitled to receive dividends, if declared by our Board of Directors, out of funds that we may legally use to pay dividends. If we liquidate or dissolve, holders of our Common Stock are entitled to share ratably in our assets once our debts and any liquidation preference owed to any then-outstanding preferred stockholders are paid. Our Third Amended and Restated Articles of Incorporation do not provide our Common Stock with any redemption, conversion or preemptive rights. All of the issued and outstanding shares of our Common Stock are duly authorized, validly issued, fully paid and non-assessable.

Preferred Stock

As of May 20, 2015, upon completion of the Merger, there were 10,500,000 shares of "Series A Preferred Stock" issued and outstanding. The terms of the Series A Preferred Stock are attached to this Current Report on Form 8-K as Exhibit 4.1. The Series A Preferred Stock has one vote per share. The Series A Preferred Stock has a liquidation preference over the Common Stock, which means that in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of shares of Common Stock by reason of their ownership thereof, an amount in cash equal to the aggregate "Liquidation Value" of all shares held by such holder, plus all declared and unpaid dividends on all such shares. "Liquidation Value" means, with respect to any share of the Series A Preferred Stock on any given date, $1.00 (as adjusted for any stock splits, stock dividends, recapitalizations, or similar transaction with respect to the Series A Preferred Stock).

From and after the date of issuance of any share of the Series A Preferred Stock, the board of directors may declare and pay dividends in the amount of $.0425 per share per annum, payable on the last day of March, June, September,and December of each calendar year, provided that the Company’s fully-diluted earnings per share, as reflected on its audited financial statements for the preceding fiscal year of the Company, exceeds $1.00 per share. All such dividends on any share shall be non-cumulative and shall be paid in cash only when, as and if declared by the board out of funds legally available therefor or upon a liquidation of the Series A Preferred Stock. In addition to the dividends payable on the Series A Preferred Stock, if the Company declares or pays a dividend or distribution on the Common Stock, whether such dividend or distribution is payable in cash, securities or other property, including the purchase or redemption by Novamex or any of its subsidiaries of shares of Common Stock for cash, securities or property, but excluding (i) any dividend or distribution payable on the Common Stock in shares of Common Stock and (ii) any repurchases of Common Stock held by employees or consultants of the Company upon termination of their employment or services pursuant to agreements providing for such repurchase, the Company shall simultaneously declare and pay a dividend on the Series A Preferred Stock on a pro rata basis with the Common Stock determined on an as-converted basis (see below) assuming all shares had been converted as of immediately prior to the record date of the applicable dividend.

21

At any time and from time to time on or after the date of issuance, any holder of Series A Preferred Stock shall have the right by written election to the Company to convert all or any portion of the outstanding shares of Series A Preferred Stock (including any fraction of a share) held by such holder into an aggregate number of shares of Common Stock (including any fraction of a share) on the basis of one (1) share of Common Stock for each share of Series A Preferred Stock (as adjusted for any stock splits, stock dividends, recapitalizations or similar transaction with respect to the Common Stock).

Outstanding Options, Warrants and Convertible Securities

The Company does not have any outstanding options, warrants, or convertible securities.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada Law

Section 78.7502 of the Nevada Revised Statutes ("NRS") permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:

a) is not liable pursuant to Nevada Revised Statute 78.138, or

b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

In addition, Section 78.7502 permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:

a) is not liable pursuant to Nevada Revised Statute 78.138; or

b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, the corporation is required to indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Section 78.752 of the Nevada Revised Statutes allows a corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.

22

Other financial arrangements made by the corporation pursuant to Section 78.752 may include the following:

a) the creation of a trust fund;

b) the establishment of a program of self-insurance;

c) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; and

d) the establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to Section 78.752 may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.

Any discretionary indemnification pursuant to Section 78.7502, unless ordered by a court or advanced pursuant to an undertaking to repay the amount if it is determined by a court that the indemnified party is not entitled to be indemnified by the corporation, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

a) by the shareholders;

b) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

c) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or

d) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

Charter Provisions and Other Arrangements of the Registrant

Pursuant to the provisions of the NRS, the Registrant has adopted the following provisions in its bylaws for its directors and officers:

10.1 Generally. To the fullest extent permitted under Nevada Law or the Articles of Incorporation, the Company shall indemnify any director, officer, or agent of the Company, or any person who is or was serving at the request of the Company as a director, officer, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise (“Indemnitee”).

10.2 Expenses. To the extent that an Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 10.2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him in connection therewith. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section 10.3 upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Company as authorized in this Article.

10.3 Determination by Board. Any indemnification under this Article (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in the corporation laws of the State of Nevada.

23

10.4 Not Exclusive of Other Rights. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which Indemnitees may be entitled under any bylaw, agreement, vote of Stockholders or interested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be an Indemnitee and shall inure to the benefit of the heirs, executors and administrators of such a person.

10.5 Insurance. The Company shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Article.

The Company’s indemnity of any Indemnitee shall be reduced by any amounts such person may collect as indemnification: (i) under any policy of insurance purchased and maintained on his behalf by the Company or (ii) from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

10.6 Violation of Law. Nothing contained in this Article, or elsewhere in these Bylaws, shall operate to indemnify any Indemnitee if such indemnification is for any reason contrary to law, either as a matter of public policy, or under the provisions of the Federal Securities Act of 1933, the Exchange Act, or any other applicable state or federal law.

10.7 Coverage. For the purposes of this Article, references to "the Company" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was an indemnitee of such a constituent corporation or is or was serving at the request of such a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Insurance

We do not at this time have directors and officers ("D&O") liability insurance. We may purchase D&O liability insurance for our directors and officers in the future.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements and supplementary data will be provided in an Amendment to this Current Report on Form 8-K on or before June 26, 2015.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

As more fully described in Item 2.01 above, in connection with the merger, on the closing date, we issued a total of 10,500,000 duly authorized, validly issued, and nonassessable shares of the Series A Preferred Stock of Novamex, in exchange for 100% of the issued and outstanding capital stock of Rio Bravo. The terms of the Series A Preferred Stock are attached to this Current Report on Form 8-K as Exhibit 4.1. Reference is made to the disclosures set forth under Item 2.01 of this Form 8-K, which disclosures are incorporated herein by reference.

24

The securities issued in this transaction were not registered under the Securities Act, or the securities laws of any state, and were offered and sold pursuant to the exemption from registration under the Securities Act provided by Section 4(a)(2) of the Securities Act.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.01 CHANGES IN CONTROL OF THE REGISTRANT

Reference is made to the disclosure set forth under Item 2.01 and Item 5.02 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

(b) Resignation of Officers

Effective upon the Closing of the Merger on May 20, 2015, Stephen Bargo resigned as the President, Chief Executive Officer, and Chief Accounting Officer. His resignation from these positions was not the result of any disagreement with the Company on any matters relating to our operations, policies, and practices but was the result of the Merger described in Item 2.01 of this Current Report on Form 8-K.

Stephen Bargo is the Chairman of the Company’s Board of Directors and, notwithstanding his resignation as the President, Chief Executive Officer, and Chief Accounting Officer, he shall remain as the Chairman of the Board of Directors.

(c) Appointment of Officers

Effective upon the Closing of the Merger on May 20, 2015, the following persons were appointed as executive officers of the Company, with the respective titles as set forth opposite his or her name below:

Name	Age		Principal Position with the Company
Jackson Payne		37	Director, President, Chief Executive Officer, Chief Financial Officer (interim), and Treasurer (interim)

(d) Appointment of Directors

Effective upon the Closing of the Merger on May 20, 2015, the following persons were appointed to the Company’s Board of Directors:

Name	Age		Principal Position with the Company
Jackson Payne		37	Director, President, Chief Executive Officer, Chief Financial Officer (interim), and Treasurer (interim)
Jose Luis Robles		53	Director

(e) Material Contracts

Effective upon the Closing of the Merger on May 20, 2015, Novamex assumed the Employment Agreements of Jackson Payne, Gordon Payne, and Coleman Payne, which were in effect with Rio Bravo. For further discussion of such employment agreements, please see the discussion contained in Item 2.01 of this Current Report on Form 8-K, which discussion is incorporated herein by reference.

25

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

Upon the Closing of the Merger on May 20, 2015, we ceased to be a "shell company" as defined in Rule 12b-2 of the Exchange Act. Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

ITEM 5.08 SHAREHOLDER DIRECTOR NOMINATIONS

Reference is made to the disclosure set forth under Item 8.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

SECTION 8 – OTHER EVENTS

ITEM 8.01 OTHER EVENTS

The Board of Directors of Novamex has established July 30, 2015 as the date of the Company's 2015 Annual Meeting of Stockholders (the "2015 Annual Meeting"). Because Novamex did not have an annual meeting during the fiscal year 2014 (the "2014 Annual Meeting"), in accordance with Rule 14a−5(f) under the Exchange Act, the Company is informing our stockholders of the 2015 Annual Meeting date.

Stockholders of record at the close of business on July 3, 2015 will be entitled to vote at the 2015 Annual Meeting. The time and location of the 2015 Annual Meeting will be as set forth in the Company’s proxy statement for the 2015 Annual Meeting. Because Novamex did not have a 2014 Annual Meeting, a new deadline has been set for submission of proposals by stockholders intended to be included in the Company’s 2015 proxy statement and form of proxy.

Stockholders of the Company who wish to have a proposal considered for inclusion in the Company's proxy materials for the 2015 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, must ensure that such proposal is received by the Company’s Secretary, Coleman Payne, at 1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380, on or before the close of business on July 3, 2015, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Any such proposal must also meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion in the proxy materials for the 2015 Annual Meeting. The July 3, 2015 deadline will also apply in determining whether notice of a shareholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c) of the Exchange Act.

In addition, in accordance with the requirements contained in the Company’s bylaws, Stockholders who wish to bring business before the 2015 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal (including all of the information specified in the Company’s bylaws) is received by the Company’s Secretary, Coleman Payne, at the address specified above no later than the close of business on June 8, 2015. Any such proposal must meet the requirements set forth in the Company’s bylaws in order to be brought before the 2015 Annual Meeting.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of the Business Acquired. The financial statements of Rio Bravo Oilfield Services, Inc. will be provided in an Amendment to this Current Report on Form 8-K on or before June 26, 2015.

(b) Pro Forma Financial Information. The pro forma combined financial statements of the Company and Rio Bravo Oilfield Services, Inc. will be provided in an Amendment to this Current Report on Form 8-K on or before June 26, 2015.

(d) Exhibits. Reference is made to the Exhibit Index following the signature page of this Current Report on Form 8-K, which is incorporated herein by reference.

26

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Novamex Energy Inc.
Date: June 2, 2015
	By:	/s/ Jackson Payne
		Jackson Payne
		President, Chief Executive Officer,
		Chief Financial Officer (interim), and Treasurer (interim)

27

 EXHIBIT INDEX

Exhibit Number		Description
	2.1	Agreement and Plan of Merger, dated May 20, 2015, by and among Novamex, Novamex Acquisition, Inc., Rio Bravo Oilfield Services, Inc., and Gordon Payne, Jackson Payne, and Coleman Payne.
	4.1	Certificate of Designation, Series A Preferred Stock of Novamex Energy Inc., dated May 20, 2015.
	10.1	Escrow Agreement, dated May 20, 2015, by and among Gordon Payne, Jackson Payne and Coleman Payne, the stockholders of Rio Bravo Oilfield Services, Inc., Novamex Energy Inc., and BOKF, NA, a national banking association.
	10.2	Novamex Energy Inc. Voting Agreement, dated May 20, 2015, by and among Novamex Energy, Inc., Excellere Capital Group LLC, and Gordon Payne, Jackson Payne, and Coleman Payne.
	10.3	Gordon Payne Employment Agreement, dated July 1, 2014, by and between Rio Bravo Oilfield Services, Inc. and Gordon Payne.
	10.4	Jackson Payne Employment Agreement, dated July 1, 2014, by and between Rio Bravo Oilfield Services, Inc. and Jackson Payne.
	10.5	Coleman Payne Employment Agreement, dated July 1, 2014, by and between Rio Bravo Oilfield Services, Inc. and Coleman Payne.

28

EX-2.1

EXHITBIT 2.1

AGREEMENT AND PLAN OF MERGER

Dated as of May 20, 2015

among

NOVAMEX ENERGY INC.,

A Nevada Corporation

and

NOVAMEX ACQUISITION, INC.

A Nevada Corporation

and

RIO BRAVO OILFIELD SERVICES, INC.,

A Texas Corporation

and

GORDON PAYNE

JACKSON PAYNE

COLEMAN PAYNE

Stockholders of Rio Bravo Oilfield Services, Inc.

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 20, 2015, among NOVAMEX ENERGY INC., a Nevada corporation ("Novamex"), NOVAMEX ACQUISITION, INC., a Nevada corporation ("Merger Sub") RIO BRAVO OILFIELD SERVICES, INC., a Texas corporation ("Rio Bravo U.S." or “Company”), and the stockholders of Rio Bravo U.S. (the "Stockholders" or "Rio Bravo U.S. Stockholders").

RECITALS

WHEREAS, Novamex is a publicly-owned Nevada corporation with 16,834,415 shares of common stock, par value $0.001 per share, issued and outstanding (the "Novamex Common Stock") and is quoted on the OTCQB market under the symbol ("NGLE"); and

WHEREAS, Merger Sub is the wholly-owned subsidiary of Novamex; and

WHEREAS, the Rio Bravo U.S. Stockholders listed on Schedule I hereto own all of the issued and outstanding stock of Rio Bravo U.S. (the "Rio Bravo U.S. Stock"); and

WHEREAS, the Parties desire that Merger Sub merge with and into Rio Bravo U.S., with Rio Bravo U.S. surviving that merger, on the terms and conditions set forth herein (the "Merger"); and

WHEREAS, the board of directors of Rio Bravo U.S. has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of Rio Bravo U.S. and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend adoption of this Agreement by the stockholders of Rio Bravo U.S. in accordance with applicable Nevada law (the "NRS"); and

WHEREAS, the respective boards of directors of Novamex and Merger Sub have unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of Novamex, Merger Sub and their respective stockholders, and (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger.

NOW, THEREFORE, on the stated premises and for and in consideration of the foregoing recitals which are hereby incorporated by reference, the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereto agree as follows:

Article I

THE MERGER

Section 1.1 The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the NRS, at the Effective Time (as defined below), (a) Merger Sub will merge with and into the Company (the “Merger”), and (b) the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under the NRS as the surviving corporation in the Merger (sometimes referred to herein as the "Surviving Corporation").

Section 1.2 Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger (the "Closing") shall take place at 10 a.m., Central time, no later than two (2) business days after the last of the conditions to Closing set forth in Article VII have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), at the offices of Novamex, or at such other time or on such other date or at such other place as the Company and Novamex may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date").

Section 1.3 Consideration. Upon the terms and subject to the conditions of this Agreement, at the Closing, Novamex will deliver or cause to be delivered to the Rio Bravo U.S. Stockholders (i) duly executed certificates representing 10,500,000 duly authorized, validly issued, fully paid and nonassessable shares of Series A Preferred Stock of Novamex, (the "Merger Consideration"), in exchange for 100% of the issued and outstanding Rio Bravo U.S. Stock. The Series A Preferred Stock of Novamex is voting stock. Certificates representing the Rio Bravo U.S. Stock will be delivered to Novamex at Closing, together with duly completed and executed Letters of Transmittal, in the form provided to the Stockholders by Novamex prior to the Closing.

Section 1.4 Adjustment of the Merger Consideration. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Novamex shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration shall be appropriately adjusted to reflect such change.

Section 1.5 Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Novamex and Merger Sub shall cause articles of merger ( "Articles of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Nevada in accordance with the relevant provisions of the NRS and shall make all other filings or recordings required under the NRS. The Merger shall become effective at such time as the Articles of Merger have been duly filed with the Secretary of State of the State of Nevada or at such later date or time as may be agreed by the Company and Novamex in writing and specified in the Articles of Merger in accordance with the NRS (the effective time of the Merger being hereinafter referred to as the "Effective Time").

Section 1.6 Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the NRS. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.

Section 1.7 Articles of Incorporation; By-laws. At the Effective Time, (a) the articles of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable law, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the articles of incorporation of the Surviving Corporation or as provided by applicable law; provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of the Company.

Section 1.8 Director and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and by-laws of the Surviving Corporation.

Section 1.9 Effect of the Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of Novamex, Merger Sub, the Company or any Stockholder:

(a) Shares of Rio Bravo U.S. Stock that are owned by Novamex, Merger Sub or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(b) Each share of Rio Bravo U.S. Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with the preceding subsection (a), and (ii) dissenters’ shares) shall be converted into the right to receive a pro rata portion of the Merger Consideration, together with any amounts that may become payable in respect of such share in the future from the Escrowed Consideration (as defined below) as provided in this Agreement and the Escrow Agreement (as defined below), at the respective times and subject to the contingencies specified herein and therein.

(c) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Section 1.10 Dissenting Shares. Shares of Rio Bravo U.S. Stock issued and outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 1.9(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such Shares in accordance with the NRS shall not be converted into a right to receive a portion of the Merger Consideration, but instead shall be entitled to only such rights as are granted by the NRS; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder's right to appraisal pursuant to the NRS or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the NRS, such shares shall be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration, if any, to which such holder is entitled, without interest thereon. The Company shall provide Novamex prompt written notice of any demands received by the Company for appraisal, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the NRS that relates to such demand, and Novamex shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Novamex, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands. Notwithstanding the foregoing, each of the Stockholders hereby waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Merger that such Stockholder may have by virtue of ownership of the Rio Bravo U.S. Stock.

Section 1.11 Surrender and Payment.

(a) At the Effective Time, all shares of Rio Bravo U.S. Stock outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate formerly representing any such shares (each, a "Certificate") shall cease to have any rights as a stockholder of the Company.

(b) If any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer, and (ii) the Person requesting such payment shall pay to Novamex any transfer or other tax required as a result of such payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Novamex that such tax has been paid or is not payable.

(c) Novamex shall not be liable to any holder of Certificates for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by Stockholders two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental entity) shall become, to the extent permitted by applicable law, the property of Novamex free and clear of any claims or interest of any person previously entitled thereto.

Section 1.12 No Further Ownership Rights in Company Common Stock. All Merger Consideration paid or payable upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid or payable in full satisfaction of all rights pertaining to the Rio Bravo U.S. Stock formerly represented by such Certificate, and from and after the Effective Time, there shall be no further registration of transfers of such shares on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article I and elsewhere in this Agreement.

Section 1.13 Withholding Rights. Each of Novamex, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under any provision of tax laws or regulations. To the extent that amounts are so deducted and withheld by the Novamex, Merger Sub or the Surviving Corporation, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which the Novamex, Merger Sub or the Surviving Corporation, as the case may be, made such deduction and withholding.

Section 1.14 Transfer Restrictions; Legend.

(a) The shares of Novamex Series A Preferred Stock to be issued to the Rio Bravo U.S. Stockholders as Merger Consideration pursuant to Section 1.3 hereof will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), on the Closing Date and may not be transferred, sold or otherwise disposed of by any Rio Bravo U.S. Stockholder except pursuant to an effective registration statement under the Securities Act or in accordance with an exemption from the registration requirements of the Securities Act.

(b) Each certificate representing shares of Novamex Series A Preferred Stock, or Novamex Common Stock issued by Novamex upon conversion thereof, and delivered by Novamex to the Rio Bravo U.S. Stockholders in accordance with Section 1.3 shall bear the following or similar legends:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE WITH RESPECT THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Article II

CLOSING DELIVERABLES

Section 2.1 Closing Deliverables.

(a) At or prior to the Closing, the Company and the Stockholders shall deliver to Novamex the following:

(i) Certificates representing the Rio Bravo U.S. Stock, together with duly completed and executed Letters of Transmittal, in the form provided to the Stockholders by Novamex prior to the Closing;

(ii) the Escrow Agreement (as defined below) duly executed by the Stockholders, together with stock powers, duly executed in blank, as to the Escrowed Consideration;

(iii) a Voting Agreement, in the form attached hereto as Exhibit A (the “Voting Agreement”) duly executed by the Stockholders;

(iv) resignations of the directors and officers of the Company;

(v) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Article VII have been satisfied;

(vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying that (A) attached thereto are true and complete copies of (1) all resolutions adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the ancillary documents to be delivered pursuant hereto (the "Ancillary Documents") and the consummation of the transactions contemplated hereby and thereby and (2) resolutions of the Stockholders approving the Merger and adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;

(vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;

(viii) good standing certificates (or their equivalent) from the secretary of state or similar governmental authority of the jurisdictions in which the Company is organized and is qualified to do business; and

(ix) such other documents or instruments as Novamex reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

(b) At the Closing, Novamex shall deliver to the Company (or such other person as may be specified herein) the following:

(i) to the Stockholders, duly executed certificates representing an aggregate of 8,500,000 duly authorized, validly issued, fully paid and nonassessable shares of Series A Preferred Stock of Novamex, registered in the names of the Stockholders and representing the respective numbers of shares set forth on Schedule I;

(ii) the Escrow Agreement duly executed by Novamex;

(iii) to the Escrow Agent, duly executed certificates representing 2,000,000 duly authorized, validly issued, fully paid and nonassessable shares of Series A Preferred Stock of Novamex, registered in the names of the Stockholders and representing the respective numbers of shares set forth on Schedule I (the "Escrowed Consideration");

(iv) the Voting Agreement, duly executed by Novamex and Excellere Capital Group;

(v) a certificate, dated the Closing Date and signed by a duly authorized officer of Novamex, that each of the conditions set forth in Section 7.1 have been satisfied;

(vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Novamex and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Novamex and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;

(vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Novamex and Merger Sub certifying the names and signatures of the officers of Novamex and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and

(viii) such other documents and instruments as the Company may reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Section 2.2 Lost Certificates. In the event that any certificate representing Rio Bravo U.S. Stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Novamex, the posting by such person of a bond in such reasonable amount as Novamex may direct as indemnity against any claim that may be made against it with respect to such certificate, Novamex shall, in respect of such lost, stolen or destroyed certificate, issue or cause to be issued the number of shares of Novamex Series A Preferred Stock deliverable in respect thereof pursuant to this Agreement.

Article III

REPRESENTATIONS AND WARRANTIES OF
THE RIO BRAVO U.S. STOCKHOLDERS

Except as set forth with respect to a specifically identified representation and warranty on the disclosure schedule delivered by the Stockholders or the Company to Novamex prior to the execution of this Agreement (the "Rio Bravo U.S. Disclosure Schedule"), the Rio Bravo U.S. Stockholders, jointly and severally, represent and warrant to Novamex as follows:

Section 3.1 Organization. Rio Bravo U.S. and each of its Subsidiaries (as hereinafter defined), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Rio Bravo U.S. Material Adverse Effect (as hereinafter defined). Rio Bravo U.S. and each of its Subsidiaries, if any, is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have a Rio Bravo U.S. Material Adverse Effect. True, accurate and complete copies of the Rio Bravo U.S.'s Certificate of Formation and By-laws, as in effect on the date hereof, including all amendments thereto, have heretofore been made available to Novamex. All such organizational documents are in full force and effect and neither Rio Bravo U.S. nor any of its Subsidiaries is in violation of such organizational documents. As used in this Agreement, any reference to any event, change or effect having a "Rio Bravo U.S. Material Adverse Effect" means such event, change or effect is, or is likely to be, materially adverse to (a) the business, properties, financial condition or results of operations of Rio Bravo U.S. and its Subsidiaries, taken as a whole, or (b) the ability of the Rio Bravo U.S. to consummate the transactions contemplated hereby. As used in this Agreement, "Subsidiary", as to any person, means any corporation, partnership, limitedliability company, joint venture, trust or estate of or in which more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class of such corporation may have voting power upon the happening of a contingency), (b) the interest in the capital or profits of such partnership, limited liability company, or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled through one or more intermediaries, or both, by such person.

Section 3.2 Capitalization.

(a) Capitalization of Rio Bravo U.S. As of the date hereof, the entire authorized capital stock of Rio Bravo U.S. consists of: one thousand (1,000) shares of Rio Bravo U.S. Common Stock, of which one thousand (1,000) shares are validly issued and outstanding, fully paid and nonassessable, and no shares are held in treasury. All of the outstanding shares of the Rio Bravo U.S.'s capital stock are duly authorized, validly issued, fully paid and nonassessable and free of any preemptive rights or Liens (as defined below) in respect thereto. Except as otherwise disclosed, there are no outstanding options, warrants, calls, rights or commitments, or any other agreements of any character binding on Rio Bravo U.S. or the Stockholders with respect to the issued or unissued capital stock of Rio Bravo U.S. or obligating Rio Bravo U.S. or the Stockholders to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of, or other equity interests in, Rio Bravo U.S. or securities convertible into or exchangeable for such shares, or equity interests, or obligating Rio Bravo U.S. to grant, extend or enter into any such option, warrant, call, right, commitment or other agreement. There are no contractual obligations of Rio Bravo U.S. to repurchase, redeem or otherwise acquire any shares of capital stock of Rio Bravo U.S. After the date hereof, no additional shares of Rio Bravo U.S. Common Stock will have been issued. Except as otherwise disclosed, there are no voting trusts, proxies or other agreements or understandings to which Rio Bravo U.S. or any Stockholder is a party or is bound with respect to voting any shares of capital stock of Rio Bravo U.S.

(b) Subsidiaries of Rio Bravo U.S. Section 3.2(b) of the Rio Bravo U.S. Disclosure Schedule sets forth the name of each Subsidiary of Rio Bravo U.S. and any other corporation, partnership, joint venture or other entity in which Rio Bravo U.S. directly or indirectly owns any equity or other ownership interest (an "Other Entity") if any, the number of authorized, issued and outstanding shares of each Subsidiary of Rio Bravo U.S. and Other Entity, the name of the record and beneficial owner of such shares and the jurisdiction of organization for each Subsidiary of Rio Bravo U.S. and the Other Entity. All the outstanding shares of capital stock of each such Subsidiary are validly issued, fully paid and nonassessable and free of any preemptive rights in respect thereto. Except as otherwise disclosed, all outstanding shares of capital stock of each such Subsidiary and Other Entity are owned beneficially and of record by Rio Bravo U.S. or one of its other Subsidiaries free and clear of any lien, encumbrance, security interest, mortgage, pledge, charge, claim, option, right of first refusal or call, or restriction of any kind ("Liens"). Except as otherwise disclosed, there are no outstanding options, warrants, calls, rights or commitments, or any other agreements of any character relating to the sale, issuance or voting of, or the granting of rights to acquire, any shares of the capital stock of any such Subsidiary, or any securities or other instruments convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock of any such Subsidiary.

Section 3.3 Authority. Rio Bravo U.S. has the requisite corporate power and corporate authority have the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Rio Bravo U.S. and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Rio Bravo U.S., and no other corporate proceedings on the part of Rio Bravo U.S. are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by Rio Bravo U.S. and, assuming that this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of Rio Bravo U.S., enforceable against Rio Bravo U.S. in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Section 3.4 Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under applicable laws, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act, the OTCQB market, filings under state securities or "blue sky" laws, filings required under the corporation laws of the states of Texas and Nevada, and except as otherwise disclosed, the execution, delivery or performance of this Agreement by Rio Bravo U.S., the consummation by Rio Bravo U.S. of the transactions contemplated hereby and compliance by Rio Bravo U.S. with any of the provisions hereof shall not (a) conflict with or result in any breach of any provisions of the organizational documents of Rio Bravo U.S. or of any of its Subsidiaries, (b) require any filing by Rio Bravo U.S. or any of its Subsidiaries with, or any permit, authorization, consent or approval to be obtained by Rio Bravo U.S. or any of its Subsidiaries of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity") (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a Rio Bravo U.S. Material Adverse Effect), (c) result in a material violation or breach of, or constitute (with or without due notice or lapse of time, or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement, franchise, permit, concession or other instrument, obligation, understanding, commitment or other arrangement (collectively, "Contracts") to which Rio Bravo U.S. or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or affected or (d) violate any order, writ, injunction or decree, or any material statute, ordinance, rule or regulation, applicable to Rio Bravo U.S. or any of its Subsidiaries, except for violations of such orders, writs, injunctions or decrees which would not have a Rio Bravo U.S. Material Adverse Effect.

Section 3.5 Financial Statements. Rio Bravo U.S. has provided a copy of the audited consolidated balance sheets of Rio Bravo U.S. as of December 31, 2014 (the "Balance Sheet"), December 31, 2013 and December 31, 2012 and the related consolidated statements of income, changes in stockholders' equity, and cash flows for the fiscal years ended on such dates, and the notes and schedules thereto, certified by the chief financial officer of Rio Bravo U.S. (the "Annual Financial Statements"). The Annual Financial Statements fairly present in all material respects the consolidated financial condition of Rio Bravo U.S. and its Subsidiaries as of their respective dates and the consolidated results of their operations and their consolidated cash flows for the periods then ended, and have all been prepared in accordance with generally accepted accounting principles ("GAAP") applied consistently throughout the periods involved, except as disclosed therein.

Section 3.6 Legal Proceedings. Except as otherwise disclosed, no material litigation, investigation of which Rio Bravo U.S. has knowledge or proceeding of or before any arbitrator or Governmental Entity has been commenced and is pending or, to the knowledge of Rio Bravo U.S., is threatened by or against Rio Bravo U.S. or any of its Subsidiaries or against any of their respective properties or assets. Except as otherwise disclosed, there is no material judgment, injunction, decree, order or other determination of an arbitrator or Governmental Entity currently applicable to Rio Bravo U.S. or any of its Subsidiaries or any of their respective properties or assets.

Section 3.7 Absence of Undisclosed Liabilities. There are no liabilities of Rio Bravo U.S. or any of its Subsidiaries (absolute, accrued, contingent or otherwise) which are of the type required by GAAP to be reflected or reserved against on the Balance Sheet, other than (a) liabilities (i) fully reflected or reserved against on the Balance Sheet or (ii) incurred since the date of the Balance Sheet in the ordinary course of business consistent with past practice and (b) liabilities as otherwise disclosed by Rio Bravo U.S.

Section 3.8 Absence of Certain Changes or Events. Except as expressly permitted by this Agreement or as otherwise disclosed, since the date of the Balance Sheet to the date hereof, Rio Bravo U.S. and each of its Subsidiaries have conducted their respective businesses only in the ordinary and usual course consistent with past practice, and there has not been any change or development, or combination of changes or developments, which has had a Rio Bravo U.S. Material Adverse Effect. Without limiting the generality of the foregoing, except as otherwise disclosed, except for those actions after the date of this Agreement permitted by this Agreement and except as entered into or effected in the ordinary course consistent with past practice, neither Rio Bravo U.S. nor any of its Subsidiaries has since the date of the Balance Sheet:

(i) incurred any material damage, destruction or loss;

(ii) made any material changes in its customary methods of operations, including, without limitation, its marketing;

(iii) increased the compensation or benefits payable by it to its employees generally except for increases in compensation or benefits in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to Rio Bravo U.S. or such Subsidiary;

(iv) made any payment or distribution to any affiliate, including, without limitation, any repayment of any Indebtedness (as hereinafter defined), except for (A) payments or distributions by a wholly owned Subsidiary of Rio Bravo U.S. to Rio Bravo U.S. or another wholly owned Subsidiary of Rio Bravo U.S., (B) payments of cash dividends to the Stockholders as to the Rio Bravo U.S. Stock to defray accrued income tax liability in respect of the ownership of such shares in a manner consistent with past practice and as disclosed on the Rio Bravo U.S. Disclosure Schedule and (C) salary payments to officers, directors and consultants;

(v) merged or consolidated with, or acquired an interest having a value in excess of $10,000 in, any person;

(vi) entered into any material joint venture, partnership or other similar arrangement with any person;

(vii) terminated, discontinued, closed or disposed of any material facility or any material business operation;

(viii) issued, sold or redeemed any capital stock, notes, bonds or other securities, or any option, warrant, stock appreciation right or other right to acquire the same;

(ix) declared or paid any dividends or other distributions in respect of its capital stock (except for (i) declarations and payments of dividends or other distributions by a wholly owned Subsidiary of Rio Bravo U.S. to Rio Bravo U.S. or another wholly owned Subsidiary of Rio Bravo U.S. and (ii) as set forth above in subsection (iv));

(x) amended, terminated, cancelled or compromised any undisputed material claims;

(xi) allowed any of its material Permits (as hereinafter defined) to lapse or terminate or failed to renew any of its material Permits;

(xii) amended or modified, in any material respect, or consented to the early termination of, any material Contract;

(xiii) amended its Certificate of Formation or By-laws;

(xiv) made any change in the financial or accounting practices or policies customarily followed by it (other than changes required by GAAP) or made any material election with respect to Taxes (as hereinafter defined);

(xv) entered into any material Contract or other material transaction; or

(xvi) agreed in writing or otherwise to do any of the foregoing.

Section 3.9 Contracts.

(a) Rio Bravo U.S. has disclosed each of the following Contracts to which Rio Bravo U.S. or any of its Subsidiaries is a party or by or to which Rio Bravo U.S. or any of its Subsidiaries or any of their respective assets or properties is bound or subject, in each case as of the date hereof:

(i) agreements, other than corporate customer agreements, involving at least $10,000 of obligations or benefits;

(ii) customer agreements with the ten (10) largest customers;

(iii) material agreements between Rio Bravo U.S. or any of its Subsidiaries, on the one hand, and a customer, vendor or supplier, on the other hand;

(iv) agreements (including written settlement agreements) currently in effect pursuant to which Rio Bravo U.S. or any of its Subsidiaries licenses the right to use any Intellectual Property (as hereinafter defined) to any person or from any person (indicating which of Rio Bravo U.S. or its Subsidiaries is currently party to such agreement);

(v) agreements with any committee or organization of, or representing, customers;

(vi) employment, severance and consulting agreements with any current or former director, officer or employee which provide for continuing obligations on the part of Rio Bravo U.S. or any of its Subsidiaries;

(vii) agreements with any labor union or similar association representing any employee;

(viii) agreements for the sale or lease (as lessor) by Rio Bravo U.S. or any of its Subsidiaries of any assets or properties (other than automobiles) in excess of $10,000 per agreement;

(ix) agreements relating to the acquisition or lease (as lessee) by the Rio Bravo U.S. or any of its Subsidiaries of any assets or properties in excess of $10,000 per agreement;

(x) agreements relating to the disposition or acquisition of any ownership interest in any person with a book value of $10,000 or more;

(xi) joint venture, partnership or similar agreements;

(xii) agreements that materially limit or purport to materially limit the ability of Rio Bravo U.S. or any of its Subsidiaries to compete in any line of business or with any person or in any geographical area or during any period of time;

(xiii) agreements relating to the incurrence of more than $10,000 of Indebtedness by Rio Bravo U.S. or any of its Subsidiaries or restricting the ability of Rio Bravo U.S. or any of its Subsidiaries to incur Indebtedness;

(xiv) agreements relating to any Guarantee Obligations (as hereinafter defined) of Rio Bravo U.S. or any of its Subsidiaries involving more than $10,000 (other than indemnities made in the ordinary course of business which are not material to Rio Bravo U.S. and its Subsidiaries taken as a whole);

(xv) agreements relating to the making of any loan or advance by Rio Bravo U.S. or any of its Subsidiaries other than (x) loans among Rio Bravo U.S. and its wholly owned Subsidiaries and (y) those made in the ordinary course of business which are not in excess of $10,000;

(xvi) agreements providing for the indemnification by Rio Bravo U.S. or any of its Subsidiaries to any person except those entered into in the ordinary course of business which are not material to Rio Bravo U.S. and its Subsidiaries taken as a whole;

(xvii) agreements with any Governmental Entity except those entered into in the ordinary course of business which are not material to Rio Bravo U.S. and its Subsidiaries taken as a whole and other than tax audit agreements; and

(xviii) other material Contracts.

(b) There have been delivered or made available, or will be made available to Novamex true and complete copies of all of the written agreements listed in Section 3.9 and a written summary of all of the oral agreements, if any, listed in Section 3.9. Each material Contract to which Rio Bravo U.S. or any of its Subsidiaries is a party or by or to which Rio Bravo U.S. or any of its Subsidiaries or any of their respective assets or properties is bound or subject is in full force and effect and constitutes a legal, valid and binding obligation of Rio Bravo U.S. or one of its Subsidiaries, as the case may be, and, to the knowledge of Rio Bravo U.S., is enforceable against Rio Bravo U.S. or one of its Subsidiaries, as the case may be, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Neither Rio Bravo U.S. nor any of its Subsidiaries has received any written notice (x) that any such material Contract is not enforceable against any party thereto or (y) of early termination or intention to early terminate from any other party to any such material Contract. Except as otherwise disclosed, neither Rio Bravo U.S. or any of its Subsidiaries nor, to the knowledge of Rio Bravo U.S., any other party to any such material Contract is in material breach of or material default under any such material Contract.

(c) As used in this Agreement, "Indebtedness" means, as to any person (a) all indebtedness of such person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such person in respect of acceptances issued or created for the account of such person and (d) all liabilities secured by any Lien on any property owned by such person even though such person has not assumed or otherwise become liable for the payment thereof. As used in this Agreement, "Guarantee Obligation" means any obligation of (a) the guaranteeing person or (b) another person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any debt, leases, dividends or other obligations (the "primary obligations") of any other third person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of securing the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of such primary obligation against loss in respect thereof, provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.

Section 3.10 Properties.

(a) Rio Bravo U.S. has disclosed all real estate owned, and all material real estate leased, by Rio Bravo U.S. or any of its Subsidiaries (except any thereof first acquired or leased after the date hereof as permitted by Section 6.1 hereof). Each of Rio Bravo U.S. and its Subsidiaries has good record and marketable title in fee simple to all material real estate owned by it, and has valid leasehold interests in all material real estate leased by it, in each case, free and clear of all Liens except for Permitted Liens (as hereinafter defined) or as otherwise disclosed. The current use of such material owned and leased real estate by Rio Bravo U.S. or any of its Subsidiaries does not violate in any material respect the certificate of occupancy thereof or any material local zoning or similar land use or government regulations.

(b) Rio Bravo U.S. and its Subsidiaries have good and valid title to all material assets (other than the real property which is represented and warranted in paragraph (a) above) shown on the Balance Sheet or acquired since the date of the Balance Sheet in the ordinary course of business, in each case free and clear of all Liens except for Permitted Liens or as otherwise disclosed. There is no material defect in the normal operating condition and repair of the equipment owned or leased by Rio Bravo U.S. and its Subsidiaries.

(c) As used in this Agreement, "Permitted Liens" means (i) Liens shown on the Balance Sheet as securing specified liabilities or obligations as to which no default exists, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business with respect to liabilities that are not yet due or delinquent, or which are being contested in good faith by appropriate proceedings, (iii) Liens for Taxes, assessments and other governmental charges which are not due and payable or which may hereafter be paid without penalty or which are being contested in good faith by appropriate proceedings (for which adequate reserves have been made in the Balance Sheet), (iv) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, social security, retirement and other similar legislation for sums not yet due and payable, (v) Liens permitted to be incurred on and after the date hereof in accordance with Section 6.1 hereof, (vi) leases to third parties, and (vii) other imperfections of title or encumbrances, which, individually or in the aggregate, would not materially detract from the value of the property or asset to which it relates or materially impair the ability of Novamex or Rio Bravo U.S. to use the property or asset to which it relates in substantially the same manner as it was used by Rio Bravo U.S. prior to the Closing Date.

Section 3.11 Intellectual Property.

(a) Except as otherwise disclosed, Rio Bravo U.S. or one of its Subsidiaries owns or has the right to use, sell or license the Intellectual Property (as hereinafter defined), free and clear of all Liens. Rio Bravo U.S. has disclosed a complete and accurate list of all material federal, state and foreign patents and patent applications, trademark or service mark applications and registrations and copyright registrations and applications, each as owned by Rio Bravo U.S. or one of its Subsidiaries (indicating which of Rio Bravo U.S. and its Subsidiaries owns such rights). Except as otherwise disclosed, either Rio Bravo U.S. or one of its Subsidiaries currently is listed in the records of the appropriate United States, state or foreign agency as the sole owner of record for each application and registration. As used in this Agreement, "Intellectual Property" means all material intellectual property rights used in the business of Rio Bravo U.S. or any of its Subsidiaries as currently conducted, including, without limitation, all patents and patent applications; trademarks, trademark registrations and applications; trade names; service marks and service mark registrations and applications; copyrights and copyright registrations and applications; computer programs; technology, know-how, trade secrets, proprietary processes and formulae.

(b) The material registrations disclosed, if any, are valid, subsisting, in proper form and enforceable, and have been duly maintained, including the submission of all necessary filings in accordance with the legal and administrative requirements of the appropriate jurisdictions. Unless otherwise indicated, the material registrations and applications otherwise disclosed have not lapsed, expired or been abandoned, and no material application or registration therefor is the subject of any pending, existing or, to the knowledge of Rio Bravo U.S., threatened opposition, interference or cancellation proceeding before any registration authority in any jurisdiction.

(c) Except as otherwise disclosed, (i) the conduct of the businesses of Rio Bravo U.S. and its Subsidiaries does not infringe upon any proprietary right owned or controlled by any third party in a manner likely to result in a material liability to Rio Bravo U.S. or any of its Subsidiaries and (ii) there are no claims or suits pending or, to the knowledge of Rio Bravo U.S., threatened, and neither Rio Bravo U.S. nor any of its Subsidiaries has received any notice of a claim or suit (A) alleging that Rio Bravo U.S.'s or any of its Subsidiaries' activities or the conduct of their business infringes upon or constitutes the unauthorized use of the proprietary rights of any third party or (B) challenging the ownership, use, validity or enforceability of the Intellectual Property.

(d) Except as otherwise disclosed, to the knowledge of Rio Bravo U.S., no third party is infringing upon any Intellectual Property owned or controlled by Rio Bravo U.S. or any of its Subsidiaries and no such claims have been made by Rio Bravo U.S. or any of its Subsidiaries.

(e) Except as otherwise disclosed, to the knowledge of Rio Bravo U.S., there are no judgments or orders which restrict Rio Bravo U.S.'s or any of its Subsidiaries' rights to use any Intellectual Property, and no concurrent use or other agreements (aside from license and other like agreements) which restrict Rio Bravo U.S.'s or any of its Subsidiaries' rights to use any Intellectual Property owned by Rio Bravo U.S. and its Subsidiaries.

(f) The consummation of the transactions contemplated hereby will not result in the loss or impairment of Rio Bravo U.S.'s or any of its Subsidiaries' right to own or use any of the Intellectual Property nor will it require the consent of any Governmental Entity or third party in respect of any such Intellectual Property.

Section 3.12 Employee Benefits; ERISA.

(a) Rio Bravo U.S. has disclosed a true and complete list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, if any, sponsored, maintained or contributed to or required to be contributed to by Rio Bravo U.S., any of its Subsidiaries or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with Rio Bravo U.S. would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of Rio Bravo U.S., any of its Subsidiaries or any ERISA Affiliate (the "Plans"). The Plans that are "employee welfare benefit plans," or "employee pension benefit plans" as such terms are defined in Sections 3(1) and 3(2) of ERISA are hereinafter referred to collectively as the "ERISA Plans". None of Rio Bravo U.S., any of its Subsidiaries, or any ERISA Affiliate has any commitment to create any additional Plan or, except as contemplated by Section 6.12(b) hereof, modify or change any existing Plan that would affect any employee or former employee of Rio Bravo U.S., any of its Subsidiaries or any ERISA Affiliate except to the extent that any such creation, modification or change is, individually or in the

aggregate, not likely to result in a material liability of Rio Bravo U.S. or any of its Subsidiaries.

(b) With respect to each of the Plans, if applicable, Rio Bravo U.S. has heretofore delivered or made available, or will make available to Novamex true, correct and complete copies of each of the following documents:

(i) the Plan documents (including all amendments thereto) for each written Plan;

(ii) the annual report or Internal Revenue Service Form 5500 Series, if required under ERISA, with respect to each such Plan for the last Plan year ending prior to the date of this Agreement for which such a report was filed; and

(iii) the actuarial report, if required under ERISA, with respect to each such Plan for the last Plan year ending prior to the date of this Agreement.

(c) No liability under Title IV of ERISA has been incurred by Rio Bravo U.S., any of its Subsidiaries or any ERISA Affiliate since its inception that has not been satisfied in full, and no condition exists that presents a material risk to Rio Bravo U.S., any of its Subsidiaries or any ERISA Affiliate of incurring a material liability under such Title.

(d) None of Rio Bravo U.S., any of its Subsidiaries, any ERISA Affiliate, any of the ERISA Plans, any trust created thereunder, nor, to the knowledge of Rio Bravo U.S., any trustee or administrator thereof, has engaged in a transaction or has taken or failed to take any action in connection with which Rio Bravo U.S., any of its Subsidiaries or any ERISA Affiliate could reasonably be expected to be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code.

(e) Each of the Plans has been operated and administered in all material respects in accordance with applicable laws, including, but not limited to, ERISA and the Code.

(f) Each of the ERISA Plans that is intended to be "qualified" within the meaning of Section 401(a) of the Code has received a determination letter from the Internal Revenue Service (the "IRS") stating that it is so qualified or has applied to the IRS for such a determination and, to the knowledge of Rio Bravo U.S., no event has occurred that will or is likely to give rise to disqualification of any such Plan or trust created thereunder.

(g) Except as otherwise disclosed, no amounts payable under the Plans or any other contract, agreement or arrangement to which Rio Bravo U.S., any of its Subsidiaries or any ERISA Affiliate is likely, as a result of the transactions contemplated hereby, to fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code.

(h) Except as otherwise disclosed, the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or officer of Rio Bravo U.S., any of its Subsidiaries or any ERISA Affiliate to severance pay, unemployment compensation or any other similar termination payment or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer.

(i) All Plans covering foreign employees of Rio Bravo U.S. or the Subsidiaries comply in all material respects with applicable local law. Rio Bravo U.S. and the Subsidiaries have no material unfunded liabilities with respect to any pension plan which covers foreign employees.

Section 3.13 Taxes. Except as otherwise disclosed:

(a) Giving effect to all extensions obtained, each of Rio Bravo U.S. and its Subsidiaries has (i) duly and timely filed (or there has been filed on its behalf) with the appropriate Governmental Entities all Tax Returns (as hereinafter defined) required to be filed by it, and all such Tax Returns are true, correct and complete in all respects and (ii) timely paid (or there has been paid on its behalf) all Taxes, due or claimed to be due from it by any taxing authority, except for Taxes which are being contested in good faith by appropriate proceedings (for which adequate reserves determined in accordance with GAAP have been made in the Balance Sheet);

(b) The reserves for Taxes (determined in accordance with GAAP), if any, reflected in the Annual Financial Statements are adequate for the payment of all Taxes incurred or which may be incurred by Rio Bravo U.S. and its Subsidiaries through the date thereof. Since the date of the Annual Financial Statements, none of Rio Bravo U.S. or any of its Subsidiaries has incurred any liability for Taxes other than in the ordinary course of business;

(c) None of Rio Bravo U.S. or any of its Subsidiaries is a party to, is bound by, or has any obligation under, any Tax sharing or allocation agreement, Tax indemnification agreement or similar contract or arrangement;

(d) No power of attorney has been granted by or with respect to Rio Bravo U.S. or any of its Subsidiaries with respect to any matter relating to Taxes;

(e) None of Rio Bravo U.S. or any of its Subsidiaries has filed a consent pursuant to Section 341(f) of the Code (or any predecessor provision) or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code) owned by Rio Bravo U.S. or any of its Subsidiaries;

 (f) Rio Bravo U.S. has made no excess parachute payments under Section 280G of the Code.

(g) Rio Bravo U.S.’s assets are not subject to the alternative depreciation system or constitute tax exempt use property under Section 168(g) and (h) of the Code;

(h) There are no liens for Taxes on the assets of Rio Bravo U.S. and the Subsidiary (and the stock of such entities), other than taxes that are not due and payable;

(i) Rio Bravo U.S. (x) has timely filed all Tax returns due in each jurisdiction where it is required to do so; (y) has timely filed all property Tax returns and renditions due with respect to its owned and leased property, and except for such assets which are collectively immaterial such returns do not neglect to include or exclude taxable property;

(j) There are no open Tax years for Rio Bravo U.S. and its Subsidiaries in any taxing jurisdiction except as stated upon or pursuant to a schedule to this Section 3.13; no waiver or extension of the statute of limitations with respect to the filing of any tax return or the payment of any Tax of Rio Bravo U.S. and its Subsidiaries is in effect; there are no threatened or known Tax audits or Tax contests pending or ongoing with respect to Rio Bravo U.S. and its Subsidiaries; Rio Bravo U.S. and its Subsidiaries are not subject to any known or pending adjustments to their taxable income for changes in accounting methods, lifo accounting methods, ruling requests, closing agreements and comparable matters;

(k) Rio Bravo U.S. and its Subsidiaries have not distributed to its shareholders or security holders stock or securities of a controlled corporation, nor has stock or securities of Rio Bravo U.S. or any of its Subsidiaries been distributed in a transaction to which Section 355 of the Code applies (i) in the two (2) years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the Merger and other transactions contemplated by this Agreement;

(l) For purposes of this Agreement, (i) "Taxes" (including, with correlative meaning, the term "Tax") means all taxes, charges, fees, levies, penalties or other assessments imposed by any federal, state, local or foreign taxing authority, including, but not limited to, income, gross receipts, excise, property, sales, use, transfer, franchise, payroll, withholding, social security or other taxes, including any interest, penalties or additions attributable thereto, and (ii) "Tax Return" means any return, report, information return or other document (including any related or supporting information) with respect to Taxes.

Section 3.14 Environmental Laws.

(a) Except as otherwise disclosed, (i) Rio Bravo U.S. and its Subsidiaries have complied with, and are currently in compliance with, all applicable Environmental Laws (as hereinafter defined); (ii) the properties presently or, to the knowledge of Rio Bravo U.S., formerly owned or operated by Rio Bravo U.S. or its Subsidiaries (including, without limitation, soil, groundwater or surface water on or under the properties, and buildings thereon) (the "Real Properties") do not contain any Hazardous Substance (as hereinafter defined), other than, to the knowledge of Rio Bravo U.S., as would not require investigation or remediation under applicable Environmental Law (provided, however, that with respect to Real Properties formerly owned or operated by Rio Bravo U.S., such representation is limited to the period prior to the disposition of such Real Properties by Rio Bravo U.S. or one of its Subsidiaries); (iii) neither Rio Bravo U.S. nor any of its Subsidiaries has received any notices, demand letters or requests for information from any Governmental Entity or any third party alleging that Rio Bravo U.S. is in violation of, or liable under, any Environmental Law and none of Rio Bravo U.S., its Subsidiaries or the Real Properties are subject to any court order, administrative order or decree arising under any Environmental Law and (iv) no Hazardous Substance has been disposed of, transferred, released or transported from any of the Real Properties during the time such Real Property was owned or operated by Rio Bravo U.S. or one of its Subsidiaries in violation of applicable Environmental Law or, to the knowledge of Rio Bravo U.S., to a site that is listed or proposed for listing on the National Priorities List or the CERCLIS List compiled pursuant to the federal Comprehensive Environmental Response, Compensation and Liability Act or to a site that is listed or proposed for listing pursuant to a state environmental remediation statute or that otherwise requires remediation under such laws.

(b) As used in this Agreement, "Environmental Law" means any applicable Federal, state, foreign or local law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any Governmental Entity, (i) relating to the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or to human health or safety, or (ii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, release or disposal of Hazardous Substances, in each case as now in effect, but excluding in any case the Occupational Safety & Health Act and any other applicable law regulating workplace health or safety. As Used in this Agreement, "Hazardous Substance" means any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, under any Environmental Law, whether by type or by quantity, including, without limitation, petroleum products or fractions or derivatives thereof, or any substance containing any such substance as a component.

(c) Notwithstanding the generality of any other representation and warranty in this Agreement, with respect to the matters covered by this Section 3.14, (i) the representations and warranties contained in Sections 3.4, 3.6, 3.7 and 3.16 hereof and this Section 3.14 shall be deemed to be the sole and exclusive representations and warranties made by Rio Bravo U.S. concerning Environmental Matters, (ii) no other representation or warranty contained in this Agreement shall apply to any Environmental Matters (as hereinafter defined) and (iii) no other representation or warranty, express or implied, is being made with respect to Environmental Matters. As used in this Agreement, "Environmental Matters" shall mean any matter arising out of, relating to or resulting from contamination, protection of the environment, health or safety of humans, releases of Hazardous Substances into air, water vapor, surface water, groundwater, surface land, subsurface land, plant and animal life and any other natural resources, or resulting from the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, release, or disposal of Hazardous Substances.

Section 3.15 Labor and Employment Matters.

(a) Except as otherwise disclosed: (i) there is no material labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the knowledge of Rio Bravo U.S., threatened, against or affecting Rio Bravo U.S. or any of its Subsidiaries, and since inception there has not been any such action; (ii) no union claims to represent the employees of Rio Bravo U.S. or any of its Subsidiaries; (iii) neither Rio Bravo U.S. nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Rio Bravo U.S. or any of its Subsidiaries; (iv) none of the employees of Rio Bravo U.S. or any of its Subsidiaries is represented by any labor organization and Rio Bravo U.S. does not have any knowledge of any material current union organizing activities among the employees of Rio Bravo U.S. or any of its Subsidiaries, nor does any question concerning representation exist concerning such employees; (v) there are no material written personnel policies, rules or procedures generally applicable to the employees of Rio Bravo U.S. or any of its Subsidiaries, other than those previously disclosed, true and correct copies of which have heretofore been delivered or made available or will be made available to Novamex; (vi) Rio Bravo U.S. and each of its Subsidiaries are, and have at all times been, in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and Rio Bravo U.S. and each of its Subsidiaries are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation; (vii) there is no unfair labor practice charge or complaint against Rio Bravo U.S. or any of its Subsidiaries pending or, to the knowledge of Rio Bravo U.S., threatened before the National Labor Relations Board or any similar state or foreign agency; (viii) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure against Rio Bravo U.S. or any of its Subsidiaries pending or, to the knowledge of Rio Bravo U.S., threatened; (ix) to the knowledge of Rio Bravo U.S., no material charges with respect to or relating to Rio Bravo U.S. or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices; (x) neither Rio Bravo U.S. nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to Rio Bravo U.S. or any of its Subsidiaries and, to the knowledge of Rio Bravo U.S., no such investigation is in progress; and (xi) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of Rio Bravo U.S., threatened in any forum by or on behalf of any present or former employee of Rio Bravo U.S. or any of its Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract or employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. In connection with the Merger, Novamex is not assuming liability or responsibility for any such violations, complaints, administrative actions by state or federal labor departments, or lawsuits.

(b) Since inception neither Rio Bravo U.S. nor any of its Subsidiaries has effectuated (i) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act (the "WARN Act")) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rio Bravo U.S. or any of its Subsidiaries; or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of Rio Bravo U.S. or any of its Subsidiaries; nor has Rio Bravo U.S. or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as otherwise disclosed, none of Rio Bravo U.S.'s or any of its Subsidiaries' employees has suffered an "employment loss" (as defined in the WARN Act) since six (6) months prior to the date of this Agreement.

Section 3.16 Compliance with Laws.

(a) Each of Rio Bravo U.S. and its Subsidiaries is in compliance in all material respects with all material laws, statutes, orders, rules, regulations, ordinances and judgments of any Governmental Entity, holds all material Permits (as hereinafter defined) that are necessary to the conduct of its business or the ownership of its properties, and is in compliance in all material respects with each such Permit. As Used in this Agreement, "Permits" means, as to any person, all licenses, permits, franchises, orders, approvals, concessions, registrations, authorizations and qualifications with and under all federal, state, local or foreign laws and Governmental Entities and all industry or other nongovernmental self-regulatory organizations that are issued to such person.

(b) Except as otherwise disclosed, since inception, none of Rio Bravo U.S. or any of its Subsidiaries has received any written or any other communication from any Governmental Entity asserting that Rio Bravo U.S. or any of its Subsidiaries is not in compliance in any material respect with any applicable material law or Permit.

Section 3.17 Affiliate Transactions. Rio Bravo U.S. has disclosed all material transactions since inception and all currently proposed material transactions between Rio Bravo U.S. or any of its Subsidiaries, on the one hand, and any current or former director or officer of Rio Bravo U.S. or any of its Subsidiaries or any such director's or officer's affiliates known as such to Rio Bravo U.S., or any entity known as such to Rio Bravo U.S., in which any such director, officer or affiliate has a direct or indirect material interest, other than standard employment agreements or arrangements and employee benefit plans.

Section 3.18 Brokers or Finders. Neither Rio Bravo U.S. nor any of its Subsidiaries has any liability to any agent, broker, investment banker, financial advisor or other firm or person for any broker's or finder's fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.

Section 3.19 Takeover Statutes. To the knowledge of Rio Bravo U.S., no "fair price," "moratorium," "control share acquisition" or other similar antitakeover statute, law, regulation or rule of any Governmental Entity (each a "Takeover Statute") is applicable to the transactions contemplated by this Agreement.

Article IV

ADDITIONAL REPRESENTATIONS AND WARRANTIES

OF THE RIO BRAVO U.S. STOCKHOLDERS

Each of the Rio Bravo U.S. Stockholders, severally and not jointly, represents and warrants to Novamex as follows:

Section 4.1 Authority. Each Rio Bravo U.S. Stockholder has the requisite capacity to execute, deliver and perform his obligations under this Agreement, the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of each Rio Bravo U.S. Stockholder, and no other proceedings on the part of each Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Stockholder and, assuming that this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of each Stockholder, enforceable against each Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Each Stockholder has approved the transactions contemplated hereby and has determined that such transactions are in the best interests of Rio Bravo U.S. and such Stockholder.

Section 4.2 Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as set forth above, the execution, delivery or performance of this Agreement by each Stockholder, the consummation by each Stockholder of the transactions contemplated hereby and compliance by each Stockholder with any of the provisions hereof shall not (a) require any filing by such Stockholder or any of its Subsidiaries with, or any permit, authorization, consent or approval to be obtained by such Stockholder of any Governmental Entity, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which such Stockholder is a party or by which any of them or any of their properties or assets may be bound or affected or (c) violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to such Stockholder, except, in the case of clause (b) or (c), for violations, breaches or defaults which would not have a material adverse effect on the ability of such Stockholder to consummate the transactions contemplated hereby.

Section 4.3 Title to Shares. Schedule I sets forth the number of outstanding shares of Rio Bravo U.S. Common Stock owned by each Stockholder, and each Stockholder (i) owns such shares free and clear of any Liens and (ii) has full power, right and authority to exchange such shares pursuant to the terms of this Agreement.

Section 4.4 Investment Intention. Each Stockholder is acquiring the shares of Novamex Series A Preferred Stock issuable to such Stockholder pursuant to the terms of this Agreement for investment solely for such Stockholder's own account and not with a view to or for resale in connection with the distribution or other disposition thereof except for such which are permitted hereunder and under the Securities Act.

Section 4.5 Federal Securities Law Matters. Each Stockholder has been advised that (a) neither the sale nor the offer of the shares of Novamex Series A Preferred Stock issuable pursuant to the terms of this Agreement has been registered under the Securities Act, (b) such shares must be held and each Stockholder must continue to bear the economic risk of the investment in the shares of Novamex Series A Preferred Stock issuable to such Stockholder pursuant to the terms of this Agreement until such shares are subsequently registered under the Securities Act or an exemption from registration is available, (c) a restrictive legend in the form set forth in Section 1.14 hereof shall be placed on the certificates representing the shares of Novamex Series A Preferred Stock issuable pursuant to the terms of this Agreement and (d) appropriate stop-transfer instructions shall be issued by Rio Bravo U.S. to its stock transfer agent with respect to such shares; provided that such legend shall be removed and such stop-transfer instructions lifted when and as contemplated by Section 1.14 hereof.

Section 4.6 Access to Information. (a) Each Stockholder understands and is aware of all the risk factors related to an investment in the shares of Novamex Series A Preferred Stock issuable pursuant to the terms of this Agreement, (b) each Stockholder or its attorneys or advisors have carefully reviewed this Agreement and have been granted the opportunity to ask questions of, and receive answers from, representatives of Novamex concerning the terms and conditions of the investment in the shares of Novamex Series A Preferred Stock issuable pursuant to the terms of this Agreement and to obtain any additional information which such Stockholder deems necessary, (c) each Stockholder's knowledge and experience in financial and business matters is such that each Stockholder is capable of evaluating the risks of the investment in the shares of Novamex Series A Preferred Stock issuable pursuant to the terms of this Agreement and (d) in making its decision to approve the transactions contemplated hereby and to exchange its shares of Rio Bravo U.S. Common Stock for shares of Novamex Series A Preferred Stock pursuant to this Agreement, each Stockholder has relied upon the independent investigation made by such Stockholder and, to the extent believed by each Stockholder to be appropriate, such Stockholder's representatives, including such Stockholder's own professional, tax and other advisors.

Article V

REPRESENTATIONS AND WARRANTIES OF NOVAMEX

Novamex represents and warrants to Rio Bravo U.S. and the Rio Bravo U.S. Stockholders as follows:

Section 5.1 Organization. Each of Novamex and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Novamex Material Adverse Effect (as hereinafter defined). As Used in this Agreement, any reference to any event, change or effect having a "Novamex Material Adverse Effect" means such event, change or effect is, or is likely to be, materially adverse to (a) the business, properties, financial condition or results of operations of Novamex and its Subsidiaries, taken as a whole or (b) the ability of Novamex to consummate the transactions contemplated hereby.

Section 5.2 Authority. Each of Novamex and Merger Sub has the requisite corporate power and corporate authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Novamex and Merger Sub and the consummation by Novamex and Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Novamex and Merger Sub and no other corporate proceedings on the part of Novamex or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Novamex and Merger Sub and, assuming that this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of Novamex and Merger Sub, enforceable against Novamex and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Section 5.3 Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, the OTCQB market, filings under state securities or "blue sky" laws, and filings required under the corporation laws of the states of Texas and Nevada, the execution, delivery or performance of this Agreement by Novamex and Merger Sub, the consummation by Novamex and Merger Sub of the transactions contemplated hereby and compliance by Novamex and Merger Sub with any of the provisions hereof shall not (a) conflict with or result in any breach of any provision of the organizational documents of Novamex or Merger Sub, (b) require any filing by Novamex or any of its Subsidiaries with, or any permit, authorization, consent or approval to be obtained by Novamex or any of its Subsidiaries of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a Novamex Material Adverse Effect), (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Novamex or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or affected or (d) violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to Novamex or any of its Subsidiaries, except, in the case of clause (c) or (d), for violations, breaches, defaults, terminations, cancellations or accelerations which would not have a Novamex Material Adverse Effect.

Section 5.4 Brokers or Finders. Neither Novamex nor any of its Subsidiaries has any liability to any agent, broker, investment banker, financial advisor or other firm or person for any broker's or finder's fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.

Section 5.5 Takeover Statutes. To the knowledge of Novamex, no Takeover Statute is applicable to the transactions contemplated by this Agreement.

Section 5.6 Legal Proceedings. Except as disclosed prior to the date hereof, (i) no litigation or investigation of which Novamex has knowledge or proceeding of or before any arbitrator or Governmental Entity has been commenced and is pending or, to the knowledge of Novamex, is threatened by or against Novamex or any of its Subsidiaries or against any of their respective properties or assets which would have, individually or in the aggregate, a Novamex Material Adverse Effect; and (ii) there are no judgments, injunctions, decrees, orders or other determinations of an arbitrator or Governmental Entity applicable to the Novamex or any of its Subsidiaries or any of their respective properties or assets which would have, individually or in the aggregate, a Novamex Material Adverse Effect.

Article VI

COVENANTS AND OTHER AGREEMENTS

Section 6.1 Conduct of Business. Except as contemplated by this Agreement or with the prior written consent of Novamex (which consent shall not be unreasonably withheld or delayed) during the period from the date of this Agreement to the Closing Date, Rio Bravo U.S. shall, and shall cause each of its Subsidiaries to, conduct its operations only in the ordinary course of business consistent with past practice and shall use all reasonable efforts, and shall cause each of its Subsidiaries to use all reasonable efforts, to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its material relationships with licensors, licensees, franchisors, franchisees, customers, suppliers, employees and any others having business dealings with it. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, or as disclosed in Section 6.1 of the Rio Bravo U.S. Disclosure Schedule, Rio Bravo U.S. shall not, and shall not permit any of its Subsidiaries to, prior to the Closing Date, without the prior written consent of Novamex (which consent shall not be unreasonably withheld or delayed):

(a) adopt any amendment to its certificate of formation or by-laws or comparable organizational documents;

(b) except for issuances of capital stock of Rio Bravo U.S.'s Subsidiaries to Rio Bravo U.S. or a wholly owned Subsidiary of Rio Bravo U.S., issue, reissue, sell, deliver or pledge or authorize or propose the issuance, reissuance, sale, delivery or pledge of additional shares of capital stock of any class, or any securities convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible securities, or capital stock;

(c) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any class or series of its capital stock, except that any wholly owned Subsidiary of Rio Bravo U.S. may pay dividends to Rio Bravo U.S. or any of Rio Bravo U.S.'s other wholly owned Subsidiaries;

(d) adjust, split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other securities (other than as permitted by Section 6.1(f) hereof);

(e) (i) sell, lease, transfer or dispose of any material assets or rights, (ii) permit any asset to suffer any Lien thereupon, except for any such Liens existing on the date hereof and for Permitted Liens, or (iii) acquire any material assets or rights, unless in the case of clauses (i), (ii) and (iii) of this Section 6.1(e), (A) in the ordinary course of business consistent with past practice or (B) pursuant to obligations in effect on the date hereof;

(f) (i) incur, assume or refinance any Indebtedness, (ii) assume, guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for any Guarantee Obligations of any other person or (iii) make any loans, advances or capital contributions to, or investments in, any other person, unless in the case of clauses (i), (ii) and (iii) of this Section 6.1(f), (A) in the ordinary course of business consistent with past practice or (B) pursuant to obligations in effect on the date hereof;

(g) pay, discharge or satisfy any liability, obligation, or Lien (absolute, accrued, asserted or unasserted, contingent or otherwise) of Rio Bravo U.S. or any of its Subsidiaries, other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice, or in accordance with their terms, of claims, liabilities or obligations of Rio Bravo U.S. or its Subsidiaries (i) reflected or reserved against the Balance Sheet or (ii) incurred in the ordinary course of business since the date of the Balance Sheet;

(h) change any of the accounting or tax principles, practices or methods used by Rio Bravo U.S. (except as required by GAAP or applicable law);

(i) make any change in the compensation payable or to become payable to any of its officers, directors, employees, agents or consultants (other than normal salary or wage increases in the ordinary course of business and consistent with past practice), enter into or amend any employment, severance, termination or other agreement or employee benefit plan or make any loans to any of its officers, directors, employees, agents or consultants (other than routine advances in the ordinary course of business and consistent with past practice), whether contingent on consummation of the transactions contemplated hereby or otherwise;

(j) pay, agree to pay or make any accrual or arrangement for payment of any pension, retirement allowance or other employee benefit pursuant to any existing plan, agreement or arrangement to any officer, director or employee or pay or agree to pay or make any accrual or arrangement for payment to any employees of Rio Bravo U.S. or any of its Subsidiaries of any amount relating to unused vacation days, except in the ordinary course of business and consistent with past practice or as permitted by this Agreement;

(k) make or authorize any capital expenditures except in the ordinary course consistent with past practice;

(l) settle or compromise any material Tax liability;

(m) (i) enter into, amend or terminate early any material Contract, except in the ordinary course of business consistent with past practice, or (ii) knowingly take any action or fail to take any action that, with or without either notice or lapse of time, would constitute a material default under any material contract;

(n) make any payments, loans, advances or other distributions to, or enter into any transaction, agreement or arrangement with, the Stockholders, their affiliates, associates or family members (other than compensation payable and routine advances in the ordinary course of business and consistent with past practice to Stockholders who are also employees or consultants);

(o) make any change in its accounts payable practices generally;

(p) terminate or amend or fail to perform any of its obligations or permit any material default to exist or cause any material breach under, or enter into (except for renewals in the ordinary course of business consistent with past practice), any material policy of insurance;

(q) dispose of or permit to lapse any Intellectual Property;

(r) modify, amend or enter into any collective bargaining agreement;

(s) file any income Tax Return or pay any income Tax shown to be due thereon or make any material elections with respect to Taxes with respect to such Tax Returns; or

(t) take, or agree in writing or otherwise to take, any of the foregoing actions.

Section 6.2 No Solicitation. Unless and until this Agreement is terminated in accordance with its terms, neither Rio Bravo U.S. nor the Rio Bravo U.S. Stockholders shall, directly or indirectly, solicit or initiate discussions with, enter into negotiations or agreements with, or furnish any information about Rio Bravo U.S. that is not publicly available to, or otherwise assist, facilitate or encourage, any entity, person or group (other than Novamex, an affiliate of Novamex or their authorized representatives) concerning any proposal for a merger, sale of material assets, sale of any shares of capital stock or rights to acquire any shares of capital stock, recapitalization or other business combination transaction involving Rio Bravo U.S. or any of its Subsidiaries (a "Competing Transaction"). Rio Bravo U.S. and the Rio Bravo U.S. Stockholders shall instruct the respective officers, directors, employees, advisors, affiliates, counsel and agents (collectively, "Representatives") of Rio Bravo U.S. and its Subsidiaries not to take any action contrary to the provisions of the previous sentence. Rio Bravo U.S. shall notify Novamex immediately in writing if Rio Bravo U.S. becomes aware that any inquiries or proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated with, Rio Bravo U.S. or its Subsidiaries with respect to a Competing Transaction.

Section 6.3 Access. From the date of this Agreement until the Closing Date (or the termination of this Agreement), Rio Bravo U.S. shall (and shall cause each of its Subsidiaries to) afford to Novamex and its Representatives reasonable access, upon reasonable notice during normal business hours, to all its properties, books, contracts, commitments, personnel and records and shall (and shall cause each of its Subsidiaries to) furnish promptly to Novamex all information concerning its business, properties and personnel as may reasonably be requested. All such information as may be furnished by or on behalf of Rio Bravo U.S. or any of its Subsidiaries to Novamex or its Representatives pursuant to this Section 6.3 shall be and remain confidential. No investigation pursuant to this Section 6.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Section 6.4 Notification of Certain Matters. Each of Rio Bravo U.S. and Novamex shall promptly advise the other party orally and in writing of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or (iii) any event or change or impending occurrence of any event or change of which it has knowledge and which has resulted, or which, insofar as can reasonably be foreseen, is likely to result, in any of the conditions to the transactions contemplated hereby set forth in Article VII hereof not being satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Section 6.5 Reasonable Efforts.

(a) Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the preparation and filing of all applicable forms under applicable laws, (ii) such actions as may be required to be taken under applicable state securities or "blue sky" laws in connection with the issuance of shares of Novamex Series A Preferred Stock and contemplated hereby, (iii) the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite consents, approvals, authorizations or orders of any Governmental Entity or third party and (iv) the satisfaction of all conditions to the Closing.

(b) Each party shall promptly consult with the other with respect to and provide any necessary information not subject to legal privilege with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement (except personal information with respect to officers and directors). Each party hereto shall promptly inform the other of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If any party or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

(c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Novamex to enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Novamex to hold separate or divest, or to restrict the dominion or control of Novamex or any of its affiliates over any other business of Novamex, its affiliates or Rio Bravo U.S. and its Subsidiaries. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the Closing.

Section 6.6 Disclosure Supplements. Prior to the Closing, Rio Bravo U.S. shall supplement or amend previous Rio Bravo U.S. disclosures with respect to any matter hereafter arising or any information obtained after the date hereof which, if existing, occurring or known at or prior to the date of this Agreement, would have been required to be set forth or described in such schedule or which is necessary to complete or correct any information in such schedule or in any representation and warranty which has been rendered inaccurate thereby; provided, however, that no such supplement or amendment shall affect the representations, warranties, covenants or agreements of the parties hereto or the conditions to the obligations of the parties under this Agreement.

Section 6.7 Publicity. The initial press release relating to this Agreement shall be a joint press release and, thereafter, Rio Bravo U.S. and Novamex shall consult with each other prior to issuing any press releases or otherwise making public statements with respect to the transactions contemplated by this Agreement.

Section 6.8 Benefits; Continuing Employees. For at least two (2) years following the Closing Date, Novamex will cause Rio Bravo U.S. to continue to provide each employee of Rio Bravo U.S. and its Subsidiaries who remains an employee of Rio Bravo U.S. and its Subsidiaries (the "Affected Employees") with such salary, pension and other employee benefits as are provided by Rio Bravo U.S. and its Subsidiaries immediately prior to the Closing Date, except that Novamex may substitute benefits under its bonus plan, if any, and the Novamex Stock Plans, if any, for those currently provided under the Rio Bravo U.S.'s bonus and long-term incentive plans. At any time that Affected Employees become entitled to participate in a Novamex Plan (as hereinafter defined) Novamex shall cause the Affected Employees to receive the same service credit with Novamex and its Subsidiaries as each such Affected Employee previously earned up to such time for purposes of determining the Affected Employee's eligibility to participate in, vesting under, benefit accrual under, eligibility for early distribution of benefits from and eligibility for early retirement or any subsidized benefit provided for in any employee benefit plan, practice or policy established, maintained or contributed to by Novamex (a "Novamex Plan") in which such Affected Employee is eligible to participate and shall where appropriate cause each Novamex Plan to reflect the foregoing requirement; provided, however, that any determination as to whether an Affected Employee is eligible to participate in a Novamex Plan instead of a Rio Bravo U.S. plan shall be solely in Novamex's discretion. Novamex shall, or shall cause Rio Bravo U.S. to, use its best efforts to cause the plan provider to, waive any pre-existing condition exclusions under any Novamex Plan under which Affected Employees become covered on and after the Closing Date, other than any such exclusions that were not waived under the comparable plan of Rio Bravo U.S. prior to the Closing Date. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any Novamex Plan which is an "employee welfare benefit plan," as defined in Section 3(1) of ERISA (a "Successor Welfare Plan") in which such Affected Employee is eligible to participate (provided, however, that any determination as to whether an Affected Employee is eligible to participate in a Novamex Plan instead of a Rio Bravo U.S. plan shall be solely in Novamex's discretion), Novamex shall use its best efforts to ensure that expenses and claims previously recognized for similar purposes under plans of Rio Bravo U.S. or any of its Subsidiaries providing similar benefits prior to the Closing Date shall be credited or recognized under the applicable Successor Welfare Plan.

Section 6.9 Takeover Statutes. If any Takeover Statute is or may become applicable to the transactions contemplated by this Agreement, each of the Stockholders, Rio Bravo U.S. and Novamex and their respective Boards of Directors shall grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated thereby and otherwise to act to eliminate or minimize the effects of any such Takeover Statute on any of the transactions contemplated by this Agreement.

Section 6.10 Certain Actions. Each of the parties hereto shall not take any action that would, or that could reasonably be expected to, result in any of the conditions to their respective obligations to consummate the transactions contemplated hereby set forth in Article VII not being satisfied.

Section 6.11 Indemnification; Insurance.

(a) Rio Bravo U.S. shall, and, from and after the Closing Date, Novamex and Rio Bravo U.S. shall, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Closing Date, an officer or director of Rio Bravo U.S. or any of its Subsidiaries (the "Indemnified Parties") against (i) all losses, claims, damages, costs, expenses, liabilities or judgments, or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld) of, or in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Rio Bravo U.S. or any of its Subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby or thereby, in each case to the full extent a corporation is permitted under Nevada or Texas law (notwithstanding the By-laws of Rio Bravo U.S. or Novamex) to indemnify its own directors, officers and employees, as the case may be (and Rio Bravo U.S. or Novamex, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the full extent permitted by law). Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Party (whether arising before or after the Closing Date), (i) the Indemnified Parties shall give prompt notice of such to Novamex and Rio Bravo U.S. describing such claim in reasonable detail, (ii) Novamex (or, as the case may be, Rio Bravo U.S.) shall have the right to assume the defense of such claim at its expense by giving written notice to the Indemnified Party, (iii) the Indemnified Party may participate, at its own expense, in the defense of any such claim as to which Novamex (or Rio Bravo U.S.) has elected to assume the defense, with counsel of its own choosing or in the event Novamex (or Rio Bravo U.S.) does not elect to assume the defense of such claim the Indemnified Party may retain counsel to defend such claim with the consent of Novamex (or Rio Bravo U.S.) which consent may not be unreasonably withheld or delayed, (iv) in the event Novamex (or Rio Bravo U.S.) does not elect to assume the defense of such claim, Rio Bravo U.S. (or, after the Closing Date, Novamex and Rio Bravo U.S.) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that (A) neither Rio Bravo U.S. nor Novamex shall be liable for any settlement of any claim effected without its written consent, which consent, however, shall not be unreasonably withheld and (B) the foregoing indemnity shall not extend to claims by Novamex against any of the Indemnified Parties pursuant to Article IX. Any Indemnified Party wishing to claim indemnification under this Section 6.11, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Rio Bravo U.S. and Novamex (but the failure so to notify shall not relieve Rio Bravo U.S. or Novamex from any liability which it may have under this Section 6.11, except to the extent such failure materially prejudices such party). The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter, unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two (2) or more Indemnified Parties. The provisions of the Certificate of Formation and the By-laws of Rio Bravo U.S. with respect to indemnification and exculpation from liability shall not be amended, repealed or otherwise modified for a period of two (2) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were directors or officers of Rio Bravo U.S., unless such modification is required by law.

(b) The provisions of this Section 6.11 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Section 6.12 Further Assurances. In the event that at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the Stockholders and the proper officers and/or directors of Rio Bravo U.S. and Novamex shall take such necessary action.

Section 6.13 Escrow Agreement. For the purpose of securing the Rio Bravo U.S. Stockholders' indemnity obligations pursuant to Article IX hereof, at the Closing, Novamex and the Rio Bravo U.S. Stockholders will enter into a mutually satisfactory escrow agreement (the "Escrow Agreement"), embodying the terms set forth in Article IX hereof, with an escrow agent (the "Escrow Agent") selected by Novamex and reasonably satisfactory to the Stockholders.

Article VII

CONDITIONS

Section 7.1 Conditions to Each Party's Obligation to Effect the Acquisition. The respective obligation of each party hereto to consummate the transactions contemplated hereby are subject to the satisfaction or waiver, on or prior to the Closing Date, of each of the following conditions:

(a) No Injunctions or Restraints. (i) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing or materially restricting the consummation of the transactions contemplated hereby shall be in effect (each party agreeing to use all reasonable efforts to have any such order reversed or injunction lifted) and (ii) no action by any Governmental Entity shall be pending seeking to prevent or materially restrict the consummation of the transactions contemplated hereby; provided, however, that the conditions set forth in the preceding clause (ii) shall not be a condition to Novamex's obligations unless Novamex has complied in all material respects with the provisions of Section 6.5 hereof.

(b) Regulatory Approvals. (i) All authorizations, consents, orders or approvals of those Governmental Entities listed in Section 7.1(b) of the Rio Bravo U.S. Disclosure Schedule shall have been obtained and (ii) all other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity, the failure of which to be obtained, made or occurred would have a Rio Bravo U.S. Material Adverse Effect or a Novamex Material Adverse Effect, shall have been obtained, made or occurred; provided, however, that the condition set forth in the preceding clause (ii) shall not be a condition to Novamex's obligations unless Novamex has complied in all material respects with the provisions of Section 6.5 hereof. Novamex shall have received all authorizations necessary to issue or cause the issuance of the Novamex Series A Preferred Stock pursuant to this Agreement.

(c) Third-Party Consents. All consents of third parties shall have been obtained on terms reasonably acceptable to Novamex.

Section 7.2 Conditions to Obligation of Novamex. The obligation of Novamex to effect the transactions contemplated hereby are also subject to the satisfaction, on or prior to the Closing Date, of the following additional conditions unless waived by Novamex:

(a) Representations and Warranties. The representations and warranties of Rio Bravo U.S. and the Rio Bravo Stockholders set forth in this Agreement (i) that are qualified as to materiality shall be true, complete and correct in all respects and (ii) that are not so qualified shall be true, complete and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that the accuracy of the representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be determined as of such date) and, in each case except for changes expressly permitted by this Agreement.

(b) Performance of Obligations. Rio Bravo U.S. and the Stockholders shall have performed in all material respects all obligations required to be performed by it and them under this Agreement at or prior to the Closing Date.

(c) Closing Deliverables. Novamex shall have received the closing deliverables set forth in Section 2.1(a).

(d) No Material Adverse Change. No change or development, or combination of changes or developments, shall have occurred which would have a Rio Bravo U.S. Material Adverse Effect.

(e) No Material Judgments or Claims. (i) No judgment shall have been entered against Rio Bravo U.S. or any of its Subsidiaries in respect of a claim for personal injury and/or property damage the uninsured portion of which exceeds by more than $10,000 and (ii) no claim for personal injury and/or property damage shall have been asserted against Rio Bravo U.S. or any of its Subsidiaries which is not frivolous and with respect to which the uninsured portion of any damages which can reasonably be expected to be recovered exceeds $10,000.

(f) Satisfactory Due Diligence. Novamex shall be satisfied with the results of its due diligence examination of Rio Bravo U.S., including but not limited to the results of any and all financial, technical, and legal audits of Rio Bravo U.S., and such due diligence period shall last, at Novamex’s discretion for a period of up to sixty (60) days following the execution of this Agreement.

Section 7.3 Conditions to Obligation of the Stockholders. The obligation of the Stockholders to consummate the transactions contemplated hereby is also subject to the satisfaction of the following additional conditions, on or prior to the Closing Date, unless waived by the Stockholders' Representative (as hereinafter defined):

(a) Representations and Warranties. The representations and warranties of Novamex set forth in this Agreement (i) that are qualified as to materiality shall be true, complete and correct in all respects and (ii) that are not so qualified shall be true, complete and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that the accuracy of the representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be determined as of such date).

(b) Performance of Obligations of Novamex. Novamex shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c) Closing Deliverables. The Stockholders shall have received the closing deliverables set forth in Section 2.1(b).

(d) No Material Adverse Change. No change or development, or combination of changes or developments, shall have occurred which would have a Novamex Material Adverse Effect.

Article VIII

TERMINATION AND AMENDMENT

Section 8.1 Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a) by mutual consent of Novamex and the Rio Bravo U.S. Stockholders;

(b) by either Novamex or the Rio Bravo U.S. Stockholders, if the transactions contemplated hereby shall not have been consummated before June 30, 2015 (unless the failure to so consummate the transactions contemplated hereby by such date shall be due to the action or failure to act of the party seeking to terminate this Agreement);

(c) by either Novamex or the Rio Bravo U.S. Stockholders, if any preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby is entered and such preliminary or permanent injunction or other order is final and nonappealable (provided that Novamex shall not be entitled to terminate this Agreement pursuant to this Section 8.1(c) unless Novamex has complied in all material respects with the provisions of Section 6.5 hereof);

(d) by Novamex, if there has been a breach on the part of Rio Bravo U.S. or the Rio Bravo U.S. Stockholders in any of the representations, warranties or covenants of Rio Bravo U.S. and/or the Rio Bravo U.S. Stockholders set forth herein, or any failure on the part of Rio Bravo U.S. and/or the Rio Bravo U.S. Stockholders to comply with its or their obligations hereunder, or any other events or circumstances shall have occurred, such that, in any such case, any of the conditions to the Closing set forth in Section 7.1 or 7.2 hereof could not be satisfied prior to the termination date contemplated by Section 8.1(b) hereof; or

(e) by the Rio Bravo U.S. Stockholders, if there has been a breach on the part of Novamex in any of the representations, warranties or covenants of Novamex set forth herein, or any failure on the part of Novamex to comply with its obligations hereunder, or any other events or circumstances shall have occurred, such that, in any such case, any of the conditions to the Closing set forth in Section 7.1 or 7.3 hereof could not be satisfied prior to the termination date contemplated by Section 8.1(b) hereof.

Section 8.2 Effect of Termination. In the event of a termination of this Agreement by either the Stockholders or Novamex as provided in Section 8.1 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Novamex or the Rio Bravo U.S. Stockholders or their affiliates or respective officers or directors; provided, however, that any such termination shall not relieve any party from liability for willful breach of this Agreement.

Section 8.3 Amendment. This Agreement may be amended by the parties hereto by action taken or authorized by their respective Boards of Directors, in the case of Novamex, Merger Sub and Rio Bravo U.S., and by the Rio Bravo U.S. Stockholders. This Agreement may not be amended except by an instrument in writing signed by or on behalf of each of the parties hereto.

Section 8.4 Extension; Waiver. At any time prior to the Closing Date, the parties hereto, by action taken or authorized by their respective Boards of Directors, in the case of Novamex, Merger Sub and Rio Bravo U.S., and by the Rio Bravo U.S. Stockholders may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. 

Article IX

INDEMNIFICATION

Section 9.1 Agreement by Rio Bravo U.S. Stockholders to Indemnify. Subject to the terms and conditions of this Article IX, each Rio Bravo U.S. Stockholder jointly and severally agrees, from and after the Closing, to indemnify, defend and hold Novamex and its affiliates and Subsidiaries (including Rio Bravo U.S. and its Subsidiaries from and after the Closing Date) (collectively, the "Novamex Group") harmless from and against the Indemnifiable Damages (as hereinafter defined).

(a) As used in this Agreement, "Indemnifiable Damages" means, without duplication, the aggregate of all expenses, losses, costs, deficiencies, fines, penalties, liabilities and damages (including, without limitation, related attorneys’ fees and expenses) actually incurred or suffered by any member of the Novamex Group, to the extent resulting from or arising out of any inaccuracy in any representation or warranty (without regard to any "Rio Bravo U.S. Material Adverse Effect" qualifications contained therein other than that set forth in the first sentence of Section 3.8 hereof) made by Rio Bravo U.S. or the Rio Bravo U.S. Stockholders in or pursuant to this Agreement. Indemnifiable Damages shall not be deemed to have been sustained solely by reason of Rio Bravo U.S.'s failure to list in any section of the Rio Bravo U.S. Disclosure Schedule any matter required to be listed therein.

(b) Each of the representations and warranties made by Rio Bravo U.S. and each Rio Bravo U.S. Stockholder in this Agreement or pursuant hereto shall survive for a period of one year after the Closing Date and, upon expiration of such one-year period, such representations and warranties shall expire. No claim for the recovery of Indemnifiable Damages may be asserted by Novamex against the Rio Bravo U.S. Stockholders after such representations and warranties shall thus expire; provided, however, that claims for Indemnifiable Damages first asserted in accordance with the notice requirements of Section 9.2(a) hereof within such one-year period shall not thereafter be barred. Notwithstanding any knowledge of facts determined or determinable by Novamex or its Representatives by investigation, Novamex shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or papers delivered in connection herewith.

(c) Notwithstanding anything to the contrary in this Section 9.1, (i) the Rio Bravo U.S. Stockholders shall not be liable to Novamex with respect to any claim for Indemnifiable Damages (other than with respect to claims relating to Environmental Matters which are covered by clause (ii) below) ("Non-Environmental Matters") unless and only to the extent that all Indemnifiable Damages relating to Non-Environmental Matters incurred by the Novamex Group exceed an aggregate of $25,000 (it being the intention of the parties that such amount be a deductible against the Indemnifiable Damages relating to Non-Environmental Matters for which the Rio Bravo U.S. Stockholders otherwise would be liable), (ii) the Rio Bravo U.S. Stockholders shall indemnify the Novamex Group against all claims for Indemnifiable Damages relating to Environmental Matters (without regard to any exceptions set forth in Section 3.14 of the Rio Bravo U.S. Disclosure Schedule other than those relating to underground storage tank replacement or retrofitting) and the Rio Bravo U.S. Stockholders shall not be liable to Novamex with respect to any claim for Indemnifiable Damages relating to Environmental Matters unless and only to the extent that all Indemnifiable Damages with respect to Environmental Matters incurred by the Novamex Group exceed an aggregate of $25,000 (it being the intention of the parties that the Rio Bravo U.S. Stockholders shall have a separate deductible for claims relating to Environmental Matters in such amount) and (iii) each Stockholder's obligation to pay Indemnifiable Damages to Novamex with respect to all matters shall be limited in the aggregate to such Stockholder's pro rata portion of the Escrowed Consideration.

(d) For purposes of satisfying any claim for Indemnifiable Damages made by Novamex or otherwise valuing the Escrowed Consideration pursuant to this Article IX, the shares of Novamex Series A Preferred Stock shall be valued at $1.00 per share (subject to any adjustment required or that would have been required by Section 1.4 hereof).

Section 9.2 Conditions of Indemnification. The Stockholders' obligations to indemnify and hold the Novamex Group harmless against Indemnifiable Damages are subject to the following terms and conditions:

(a) If Novamex has a reasonable good faith basis for asserting a claim for Indemnifiable Damages, it shall give prompt written notice to the Escrow Agent, with a copy to the Rio Bravo U.S. Stockholders, of such claim (an "Indemnification Notice"). The Indemnification Notice shall briefly set forth the basis of the claim and the amount thereof (or, if not then determinable by Novamex, a reasonable good faith estimate of the amount thereof) in reasonable detail to permit the Rio Bravo U.S. Stockholders to evaluate such claim.

(b) The obligations of the Escrow Agent are governed exclusively by the Escrow Agreement, and nothing herein shall be effective to amend or supplement the terms and provisions of the Escrow Agreement. Without limiting the generality of the foregoing, the Escrow Agreement sets forth the conditions under which the Escrow Agent will release all or part of the Escrowed Consideration to Novamex or the Stockholders.

(c) The claim shall be deemed to have resulted in a determination in favor of Novamex, in an amount equal to the amount of such claim estimated by Novamex pursuant to paragraph (a) above, on the 30th day after Novamex gives the Escrow Agent and the Rio Bravo U.S. Stockholders the Indemnification Notice with respect to such claim in accordance with paragraph (a) above, unless prior thereto Novamex has received notice from the Rio Bravo U.S. Stockholders that the Rio Bravo U.S. Stockholders have a reasonable good faith basis for disputing the claim (a "Dispute Notice").

Section 9.3 Settlement of Disputes. If the Rio Bravo U.S. Stockholders deliver a Dispute Notice in compliance with Section 9.2(c) hereof, the parties shall follow the procedures set forth below:

(a) Promptly following receipt by Novamex of a Dispute Notice, the parties shall hold a meeting (the "Initial Meeting"), attended by persons with decision-making authority for each party, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute; provided, however, that no such meeting, or any statements made or documents exchanged by the parties at such meeting, shall be deemed to vitiate or reduce the obligations and liabilities of the parties hereunder or be deemed a waiver by a party hereto of any remedies to which such party would otherwise be entitled hereunder.

(b) If, within thirty (30) days after the Initial Meeting or such longer period as the parties may agree, the parties have not succeeded in negotiating a resolution of the dispute, the parties shall submit the dispute to mediation in accordance with the then-current CPR Model Mediation Procedure for Business Disputes published by the CPR Institute for Dispute Resolution (the "CPR"). In connection with such mediation, the parties shall jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the CPR if they have been unable to agree upon such appointment within twenty (20) days from the conclusion of the negotiation period. The parties shall bear equally the out-of-pocket costs payable to third parties of the mediation; provided, however, that costs payable by a party to its advisors and other representatives, including its attorneys and any experts or consultants retained on its behalf, shall be borne solely by such party. Such mediation shall be held in the State of Texas unless the parties agree otherwise.

(c) The parties shall participate in good faith in the mediation and negotiations related thereto for a period of no more than thirty (30) days from the date a mediator is appointed, unless the parties agree to extend such period. If the parties are not successful in resolving the dispute through the mediation, then any party may institute legal proceedings to adjudicate such dispute.

(d) The resolution of any dispute shall be evidenced by appropriate instructions in writing to the Escrow Agent signed by Novamex and the Rio Bravo U.S. Stockholders or by a final judgment, order or decree of the United States District Court for the Southern District of Texas or a court of competent jurisdiction of the State of Texas (the time for appeal therefrom having expired and no appeal having been perfected).

Section 9.4 Voting of and Dividends on the Escrowed Consideration. All shares of Novamex Series A Preferred Stock included in the Escrowed Consideration shall be deemed to be owned by the Rio Bravo U.S. Stockholders in accordance with their pro rata portion of such shares and the Rio Bravo U.S. Stockholders shall be entitled to vote the same; provided, however, that there shall also be deposited in escrow and held by the Escrow Agent as part of the Escrowed Consideration, subject to the terms of this Article IX, all shares of Novamex Series A Preferred Stock issued to the Rio Bravo U.S. Stockholders as a result of any stock dividend or stock split with respect to the Escrowed Consideration. Any cash dividends or distributions on the shares of Novamex Series A Preferred Stock shall be delivered to and held by the Escrow Agent as part of the Escrowed Consideration.

Section 9.5 Third-Party Claims. Notwithstanding anything to the contrary in this Article IX, the obligations and liabilities of the Rio Bravo U.S. Stockholders to indemnify the Novamex Group with respect to claims made by third parties shall be subject to the following terms and conditions:

(a) Novamex will give the Rio Bravo U.S. Stockholders prompt notice of any such claim in compliance with the requirements of Section 9.2(a) hereof, and the Rio Bravo U.S. Stockholders shall have the right to undertake the defense thereof by counsel chosen by them who shall be reasonably acceptable to Novamex, in which event, the expenses incurred in the defense of such claim shall be charged against the Escrowed Consideration;

(b) If the Rio Bravo U.S. Stockholders, within a reasonable time after notice of any such third-party claim, fail to defend Novamex or any member of the Novamex Group against which such claim has been asserted, Novamex shall (upon further notice to the Rio Bravo U.S. Stockholders) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Stockholders;

(c) Anything in this Section 9.5 to the contrary notwithstanding, (i) if there is a reasonable probability that a third-party claim may materially and adversely affect Novamex or another member of the Novamex Group other than as a result of money damages or other money payments, Novamex shall have the right, at its own cost and expense, to defend, compromise or settle such claim; provided, however, that if such claim is settled without the written consent of the Rio Bravo U.S. Stockholders (which consent shall not be unreasonably withheld) Novamex or such member of the Novamex Group shall be deemed to have waived all rights hereunder against the Rio Bravo U.S. Stockholders for money damages arising out of such claim, and (ii) the Rio Bravo U.S. Stockholders shall not, without the written consent of Novamex, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to Novamex and/or such member of the Novamex Group a release from all liability in respect to such claim; and

(d) Novamex and the Rio Bravo U.S. Stockholders each will use its reasonable best efforts to keep the other apprised of material developments with respect to any third-party claim it is handling in accordance with the provisions of this Section 9.5.

Section 9.6 Remedies Exclusive. The remedies provided herein shall be exclusive and the liability of the Rio Bravo U.S. Stockholders to indemnify the Novamex Group for Indemnifiable Damages shall be limited to the Escrowed Consideration, Novamex having agreed to waive (on behalf of itself and all other members of the Novamex Group) any rights it (or they) may otherwise have had to proceed against the Rio Bravo U.S. Stockholders or their successors or assigns or any of their other assets for the satisfaction of such right to indemnity. In addition, from and after the Closing Date, the Rio Bravo U.S. Stockholders will have no liability to Novamex or to any other member of the Novamex Group arising out of or relating to any breach of any of the covenants or agreements made by Rio Bravo U.S. or the Rio Bravo U.S. Stockholders in this Agreement other than to the extent any such breach gives rise to Indemnifiable Damages.

Section 9.7 Adjustments to Aggregate Consideration. All payments for Indemnifiable Damages made pursuant to this Article IX shall be treated as adjustments to the Merger Consideration payable pursuant to Section 1.3 hereof.

Section 9.8 Contribution. The Rio Bravo U.S. Stockholders agree among themselves that with respect to their indemnity obligations pursuant to this Article IX, each Rio Bravo U.S. Stockholder shall be responsible for the portion of such obligation which corresponds to such Rio Bravo U.S. Stockholder's percentage ownership of Rio Bravo U.S. Common Stock immediately prior to the Closing Date. In the event that any Rio Bravo U.S. Stockholder pays more than its proportionate share, as described in the preceding sentence, such Rio Bravo U.S. Stockholder shall be entitled to contribution from the other Rio Bravo U.S. Stockholders who have not paid their proportionate share, so that each Rio Bravo U.S. Stockholder, in effect, will have paid such Rio Bravo U.S. Stockholder's proportionate share hereunder. The foregoing notwithstanding, each Rio Bravo U.S. Stockholder shall be solely responsible for any breach of a representation and warranty relating to such Rio Bravo U.S. Stockholder or such Rio Bravo U.S. Stockholder's ownership of shares of Rio Bravo U.S. Common Stock and shall indemnify the other Rio Bravo U.S. Stockholders with respect to any such breach by such Stockholder. 

Article X

MISCELLANEOUS

Section 10.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given on the date delivered if delivered personally (including by reputable overnight courier), on the date transmitted if sent by facsimile (which is confirmed), or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) if to Novamex, to:

Novamex Energy Inc.

1610 Woodstead Court, Suite 330

The Woodlands, Texas 77380

Facsimile: 832-585-0427

Attn: Chief Executive Officer

(b) if to Rio Bravo U.S. or to the Stockholders, to:

Rio Bravo Oilfield Services, Inc.

1610 Woodstead Court, Suite 330

The Woodlands, Texas 77380

Facsimile: 832-585-0427

Attn: Chief Executive Officer

Gordon Payne

1610 Woodstead Court, Suite 330

The Woodlands, Texas 77380

Facsimile: 832-585-0427

Jackson Payne

1610 Woodstead Court, Suite 330

The Woodlands, Texas 77380

Facsimile: 832-585-0427

Coleman Payne

1610 Woodstead Court, Suite 330

The Woodlands, Texas 77380

Facsimile: 832-585-0427

Section 10.2 Rio Bravo U.S. Stockholders. Any action taken by the Rio Bravo U.S. Stockholders with respect to all matters under this Agreement, including receiving notices hereunder, entering into any amendment or modification hereof or resolving any dispute hereunder, shall require the unanimous consent or approval of the Rio Bravo U.S. Stockholders.

Section 10.3 Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation." The phrase "made available" in this Agreement shall mean that the information referred to has been made available if requested by the party to whom such information is to be made available. The word "knowledge" of or with respect to Rio Bravo U.S. or the Stockholders shall mean the actual knowledge of Gordon Payne, Jackson Payne, and Coleman Payne; and the words "know", "known" and like terms with respect to the Rio Bravo U.S. or the Stockholders shall have correlative meanings.

Section 10.4 Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when a counterpart has been signed by each of the parties and delivered to each of the other parties, it being understood that all parties need not sign the same counterpart.

Section 10.5 Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof, and (b) except as provided in Section 6.11 hereof, are not intended to confer upon any person other than the parties hereto and thereto any rights or remedies hereunder or thereunder.

Section 10.6 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas without regard to any applicable conflicts of law principles, except to the extent that the NRS applies.

Section 10.7 Specific Performance. The parties hereto agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties shall be entitled to specific performance of the terms hereof (without the requirement of the posting of any bond or other security), in addition to any other remedy at law or equity.

Section 10.8 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section 10.9 Severability. If any provision of this Agreement or the application thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated thereby is not affected in any manner adverse to any party. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect original intent of the parties.

Section 10.10 Fees and Expenses. Whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by Novamex, if incurred by Novamex, or any of its affiliates (other than Rio Bravo U.S. and its Subsidiaries), or by Rio Bravo U.S., if incurred by Rio Bravo U.S., its Subsidiaries, or the Rio Bravo U.S. Stockholders.

Section 10.11 Jurisdiction. Subject to Section 9.3 hereof, each of the Rio Bravo U.S. Stockholders, Rio Bravo U.S., Novamex and Merger Sub hereby (i) consents to be subject to jurisdiction of the United States District Court for the Southern District of Texas and the jurisdiction of the courts of the State of Texas in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the United States District Court for the Southern District of Texas or the courts of the State of Texas, (iv) irrevocably waives (A) any objection that it may have or hereafter have to the laying of venue of any such suit, action or proceeding in such court and (B) any claim that any such suit, action or proceeding in any such court has been brought in an inconvenient forum and (v) irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 10.1 hereof.

IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of the parties hereto as of the date first written above.

NOVAMEX ENERGY INC.,

A Nevada Corporation

By: /s/ Stephen Bargo

Name: Stephen Bargo

Title: Chief Executive Officer

NOVAMEX ACQUISITION, INC.,

A Nevada Corporation

By: /s/ Stephen Bargo

Name: Stephen Bargo

Title: Chief Executive Officer

RIO BRAVO OILFIELD SERVICES, INC.,

A Texas Corporation

By: /s/ Gordon Payne

Name: Gordon Payne

Title: Chief Executive Officer

and President

RIO BRAVO U.S.

STOCKHOLDERS 

/s/ Gordon Payne

GORDON PAYNE

/s/ Jackson Payne

JACKSON PAYNE

/s/ Coleman Payne

COLEMAN PAYNE

SCHEDULE I

Stockholder	Rio Bravo U.S. Shares Owned		Novamex Series A Preferred Stock (at Closing)	Novamex Series A Preferred Stock (in Escrow)
Gordon Payne Jackson Payne Coleman Payne		366.67 366.66 366.66	2,833,360 2,833,320 2,833,320	666,674 666,663 666,663
Total		1100	8,500,000	2,000,000

EX-4.1

EX-10.2

EXHIBIT 10.2 

NOVAMEX ENERGY INC.

VOTING AGREEMENT

NOVAMEX ENERGY INC. VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of this 20th day of May, 2015, by and among Novamex Energy Inc., a Nevada corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $.0001 par value per share (“Series A Preferred Stock” or “Preferred Stock”) listed on Schedule A (the “Rio Bravo Stockholders”) and that certain stockholder of the Company listed on Schedule B (“Excellere”, and together collectively with the Rio Bravo Stockholders, the “Stockholders”).

RECITALS

A. The Company, Rio Bravo Oilfield Services, Inc. (“Rio Bravo”), Novamex Acquisition, Inc. (“Acquisition”) and the Rio Bravo Stockholders have entered into a Merger Agreement dated as of May 20, 2015 (the “Merger Agreement”), providing for (i) the merger of Rio Bravo and Acquisition, with Rio Bravo surviving as the wholly-owned subsidiary of the Company and (ii) the exchange of all of the outstanding shares of capital stock of Rio Bravo for 10,500,000 shares of Series A Preferred Stock of the Company, to be held by the Rio Bravo Stockholders as set forth on Schedule A.

B. As a condition to the closing of the Merger Agreement, the parties thereto have agreed to enter into this Voting Agreement in order to provide the Rio Bravo Stockholders and Excellere with the right to designate the election of certain members of the board of directors of the Company (the “Board”) in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties agree as follows:

1.Voting Provisions Regarding Board of Directors.

1.1Size of the Board. Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set initially at three (3) directors and shall not exceed seven (7) directors. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock, Series A Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

1.2Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board:

(a)One person designated by a majority in interest of the Rio Bravo Stockholders, which individual shall initially be Jackson Payne.

(b)One person designated by Excellere, which individual shall initially be Stephen Bargo beneficially.

(c)One person who is mutually acceptable to the Rio Bravo Stockholders and Excellere, which individual shall initially be Jose Luis Robles.

The remaining members of the Board shall be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Amended and Restated Articles of Incorporation.

1.3Failure to Designate a Board Member. In the absence of any designation from the persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein.

1.4Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

(a)no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless such removal is directed or approved by the affirmative vote of the person or persons entitled under Section 1.2 to designate that director;

(b)any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and

(c)upon the request of any party entitled to designate a director as provided in Section 1.2(a) or 1.2(b) to remove such director, such director shall be removed.

All Stockholders agree to execute any written consents, if permitted by the Company’s Bylaws and Amended and Restated Articles of Incorporation, required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

1.5No Liability for Election of Recommended Directors. No Stockholder shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

2.Remedies.

2.1Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors as provided in this Agreement.

2.2Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.

2.3Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

3.Term. This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earliest to occur of: (a) the consummation of a “Sale” of the Company, defined as set forth below; (b) termination of this Agreement in accordance with Section 4.6 below; and (c) May 20, 2018. For purposes of this Agreement, a “Sale” of the Company shall mean: (i) a merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Company is a constituent party, such that the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation do not represent, or are converted into or exchanged for shares of capital stock that do not represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.

4.Miscellaneous Provisions.

4.1Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

4.2Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the corporation law of the State of Nevada, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Nevada.

4.3Counterparts; Facsimile. This Agreement may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.4Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

4.5Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on Schedule A or Schedule B hereto, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 4.5.

4.6Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively)only by a written instrument executed by all of the parties hereto.

4.7Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

4.8Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

4.9Entire Agreement. This Agreement (including the Exhibits hereto) constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly superseded.

4.10Legend on Share Certificates. Each certificate representing any Shares issued after the date hereof shall be endorsed by the Company with a legend reading substantially as follows:

“The Shares evidenced hereby are subject to a Voting Agreement, AS MAY BE AMENDED FROM TIME TO TIME, (a copy of which may be obtained upon written request from the Company), and by accepting any interest in such Shares the person accepting such interest shall be deemed to agree to and shall become bound by all the provisions of that Voting Agreement, including certain restrictions on transfer and ownership set forth therein.”

The Company, by its execution of this Agreement, agrees that it will cause the certificates evidencing the Shares issued after the date hereof to bear the legend required by this Section 4.10 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by this Section 4.10 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

4.11Stock Splits, Stock Dividends, etc. In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be endorsed with the legend set forth in Section 4.10.

4.12Manner of Voting. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law.

IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.

NOVAMEX ENERGY INC.

By:

Name:

Title:

RIO BRAVO STOCKHOLDERS

Signature:

Name:

Signature:

Name:

Signature:

Name:

EXCELLERE CAPITAL GROUP LLC

By:

Name:

Title:

SCHEDULE A

RIO BRAVO STOCKHOLDERS

Name and Address	Number of Shares of Novamex Series A Preferred Stock Held
Jackson Payne 1610 Woodstead Court, Suite 330 The Woodlands, TX 77380	3,499,983
Coleman Payne 1610 Woodstead Court, Suite 330 The Woodlands, TX 77380	3,499,983
Gordon Payne 1610 Woodstead Court, Suite 330 The Woodlands, TX 77380	3,500,034

SCHEDULE B

EXCELLERE

Name and Address	Number of Shares Held
Excellere Capital Group LLC 3102 Maple Avenue Suite 450 Dallas, Texas 75201	15,000,000

EX-10.3

EXHIBIT 10.3 

GORDON PAYNE

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement”) is made and entered into by and between RIO BRAVO OILFIELD SERVICES, INC. a Texas corporation ("Company"), and GORDON PAYNE, an individual residing in The Woodlands, Texas ("Employee").

1. Introduction. Company and Employee desire and have agreed that Employee will become an employee of the Company.

Based on such premise, on the terms and subject to the conditions contained in this Agreement, and for certain good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, the parties hereto hereby agree as follows:

2. Appointment and Term. The Company hereby employs Employee, and Employee hereby accepts employment with the Company. Employee’s employment under this Agreement shall commence July 1, 2014, and, unless sooner terminated pursuant to the terms of Section 9 of this Agreement, shall continue for an initial period of three (3) year(s) (as completed or earlier terminated pursuant to the express terms hereof, the "Initial Period"). Following the completion of the Initial Period, unless there upon terminated or renewed pursuant to the terms of this Section 2, Employee’s employment under this Agreement shall continue from year to year, subject to earlier termination pursuant to the terms of Section 9 of this Agreement (each subsequent year, as completed or earlier terminated, an "Additional Period," and together with the Initial Period, the "Term"). Company may terminate this Agreement as of the last day of the Initial Period or any Additional Period by giving Employee written notice of such termination not less than ninety (90) days prior to such date. Company may elect to renew Employee’s employment by offering Employee a renewal employment agreement (the "Renewal Agreement") not less than ninety (90) days prior to the last day of the Initial Period or any Additional Period (the "Renewal Notice Period"), upon terms and conditions no less favorable to Employee than those set forth in this Agreement (including, but not limited to, title; reporting relationship; services to be rendered; two (2) year minimum term; termination, renewal, and severance provisions; scheduled base salary increases and annual bonus percentage; benefits; etc.). The initial annual base salary specified in such Renewal Agreement shall be not less than Employee’s annual base salary for the previous calendar year, adjusted to reflect the greater of (i) a five per cent (5%) increase in such annual base salary, or (ii) the increase, if any, in the cost of living, determined by multiplying Employee’s then current annual base salary by a fraction, the numerator of which is the Consumer Price Index (U.S. City Average--[1967 = 100%]- -All Items, Bureau of Labor Statistics of the U.S. Department of Labor) (the "CPI") for the month prior to the proposed commencement date of such Renewal Agreement and the denominator of which is the CPI for the month prior to the month in which Employee’s annual base salary was most recently adjusted. Employee acknowledges and agrees that Company has no obligation to allow this Agreement to renew, to offer Employee a Renewal Agreement, or to otherwise continue Employee’s employment after expiration of the Initial

Period or any Additional Period, and Employee expressly acknowledges that no promises or understandings to the contrary have been made or reached. In the event Employee does not accept an offered Renewal Agreement as of the last day of the Initial Period or Additional Period during which Employee first received such Renewal Agreement, Employee shall be deemed to have rejected such Renewal Agreement and Employee’s employment shall be terminated as of such date. In the event Company has not offered Employee a Renewal Agreement within the Renewal Notice Period, Employee may terminate this Agreement upon thirty (30) days prior written notice to Company, provided such termination notice is received by Company no less than thirty (30) days following the conclusion of the applicable Renewal Notice Period, in which case the terms of Section 9.3 of this Agreement shall apply.

3. Duties and Responsibilities. Employee will serve as Chief Executive Officer, and as Chairman and a member of the Company’s Board of Directors, and as such will perform those duties which are normal and customary in the industry for like positions. Employee will be responsible for other similar areas which relate thereto for Company and its affiliates and will be responsible to perform other such duties which are reasonably assigned by the Company’s Board of Directors. Employee will report directly to the Board of Directors. Employee will perform full-time service on an exclusive basis for Company and its affiliates. Employee’s principal base of employment shall initially be in the Houston, Texas area, and may change from time to time. Employee acknowledges that Company is not required to actually utilize Employee’s services hereunder, but that Company's sole obligation shall be to pay Employee the compensation and provide Employee the benefits set forth herein, subject to all the terms and conditions of this Agreement. For all purposes, Employee shall be an employee of only the Company, and only this Agreement shall control and govern any and all relationships between Employee and the Company and its divisions, subsidiaries and other affiliated entities.

4. Employment Compensation. The Company shall pay or provide to Employee, during the period in which this Agreement is in effect, the following compensation in consideration of Employee's performance of his obligations hereunder other than the performance of his obligations under Section 6:

4.1 Salary. As compensation for Employee’s services hereunder, Company shall pay Employee, and Employee shall accept, an initial annual base salary of One Hundred Eighty Thousand And No/100sDollars ($180,000.00) less all appropriate deductions and withholdings, payable in accordance with the schedule Company may adopt or alter from time to time in its discretion, but in any event not less frequently than monthly. The Company shall review the performance of Employee’s duties hereunder on at least a quarterly basis. Employee’s annual base salary will be adjusted on January 1 of each calendar year of the Term to reflect the greater of (i) a five percent (5%) increase in such annual base salary, or (ii) the increase, if any, in the cost of living, determined by multiplying Employee’s then current annual base salary by a fraction, the numerator of which is the CPI for the month of December of the most recently completed calendar year and the denominator of which is the CPI for the month prior to the month in which Employee’s annual base salary was most recently adjusted. In addition, the Board of Directors of the Company may increase Employee’s annual base salary at such times as it, in its sole discretion, deems appropriate and/or enter into deferred compensation agreements and /or defined benefit plans with respect to such amounts.

4.2 Bonus Structure

a. Quarterly Bonus. In accordance with the executive bonus plan established by Company, as may be amended from time to time, in addition to annual base salary, Employee shall be eligible to earn and receive a quarterly bonus based on achievement of certain goals during each quarterly review period (which shall commence on the first day of each quarter and conclude on the last day of each quarter commencing for example on September 30 and ending December 31 of the first calendar year of the Term). During the first forty-five (45) days of each annual review period of the Term, Company, with Employee’s consultation, shall establish reasonable goals for Employee and his divisions to achieve during such review period. In the event Company determines that the goals set for any quarterly review period have been achieved, Employee shall be entitled to receive a targeted bonus of one hundred per cent (100 %) of Employee’s annual base salary for such calendar year, with the exact amount of such bonus to be determined in the discretion of Company, subject to the terms of the executive bonus plan then in effect, but in any event not less than Five Percent (5%) of Employee’s annual base salary (the “Minimum Guaranteed Bonus”). In the event Company determines that the goals set for any annual review period have not been achieved during such annual review period, Employee shall receive only the Minimum Guaranteed Bonus.

b. Apportionment. For those periods of Employee’se mployment which does not coincide with the calendar year, the amount of the bonus shall be prorated for the number of months Employee is in the employ of Company during such period.

c. Payment. Payment of the Minimum Guaranteed Bonus shall be made quarterly in arrears, with the quarterly bonus to be paid no later than the 15^th of the month following the quarterly review period for which the quarterly bonus is calculated, with credit given for the payment of the Minimum Guaranteed Bonus.

d. Further Bonuses. From time to time, Company may enter into supplemental agreements or memorandums in writing with Employee for the award and payment to Employee of additional compensation or bonuses upon such terms and conditions as Company shall deem to be in its business interest. In the event of the execution by Company of any such agreements or memorandums, Employee’s right to additional compensation or bonuses shall be determined in accordance with the applicable provisions thereof, subject, however, to the provisions of this sub-Section. In the absence of any such supplemental agreements or memorandums, Company shall not be obligated to pay Employee any additional compensation or bonus whatsoever, irrespective of the payment of additional compensation or bonus in any past or succeeding year or the payment or additional compensation or bonus to other executives in any year, but may do so in its sole discretion.

e. Incentive Compensation. From time to time, Company may offer phantom stock, stock appreciation rights, warrants, stock options in Company and its parent and/or affiliates and/or other forms of long-term incentives upon such terms and conditions as Company shall determine to be in its business interests.

f. Vehicle Expense Allowance. The Company will reimburse Employee for all expenses of an Employee owned or leased vehicle for the exclusive use of Employee during the term of this Agreement. The make and model of such vehicle shall be mutually agreed between Company and Employee.

g. Mobile Phone, Computers. The Company will provide Employee one (1) mobile phone along with paid service including voice and data, a desktop computer, and a laptop computer for Employee’s exclusive during the term of this Agreement. The brand and type of such mobile phone and computers shall be mutually agreed between Company and Employee.

h. Education Expense Allowance. The Company will reimburse Employee for all expenses of obtaining professional certificates, licenses, and/or advanced degrees during the term of this Agreement.

4.3 Reimbursements. The Company recognizes that in the courseo f performing Employee’s duties hereunder, Employee will necessarily incur expenses in connection with Employee’s duties for such items as entertainment, traveling, hotels, and similar items. Employee shall be entitled to have paid or be reimbursed all reasonable expenses incurred by Employee in the performance of Employee’s duties hereunder, subject to such requirements, procedures, and rules as may be established by Company for similarly situated executives from time to time in its discretion, including, without limitation, the requirement of submission of appropriate receipts for such expenses prior to reimbursement.

4.4. Employee Benefits. Employee shall be entitled to participate in the employee benefit plans that the Company makes available to employees in the same or similar positions from time to time. Employee's participation in such employee benefit plans shall be in accordance with the terms and conditions thereof and the Company's policies and practices in effect from time to time, including but not limited to the following:

a. Vacation. For each year of the Term of this Agreement, Employee will be entitled to four (4) weeks vacation with pay, to be accrued and taken in accordance with Company's normal personnel policies regarding vacation for similarly situated executives, as such policies may be modified from time to time in the discretion of Company. Notwithstanding the foregoing, upon Employee accruing eight (8) weeks of vacation time, vacation time will cease to accrue and must be used before additional vacation time will accrue.

b. Health Plans. Company will establish and maintain employee health, medical, life, and disability insurance benefit plans for Employee to be reimbursed by the Company separate and apart from other compensation and benefits as detailed herein or otherwise agreed to between the Company and the Employee. During the Term of this Agreement, Employee’s eligibility to participate in such plans shall be governed by the generally applicable terms and conditions of the particular plan, as such terms and conditions may be amended from time to time in the discretion of Company. Notwithstanding the foregoing, Company shall also pay the premiums for immediate family members of Employee for the same health and medical coverage provided to Employee.

c. 401(k) Plan. Company may, in its discretion, from time to time, establish and maintain, or participate in an affiliated company's, 401(k)-retirement plan. During the Term of this Agreement, Employee’s eligibility to participate in such plan shall be governed by the generally applicable terms and conditions of such plan, as such terms and conditions may be amended from time to time in the discretion of Company or such affiliated company.

d. Additional Benefits. Employee expressly agrees and acknowledges that following the Term of this Agreement, Employee will be entitled to no additional benefits except as otherwise specifically set forth in this Agreement, and except as specifically provided under the benefit plans referred to in this Section 4.4 and those benefit plans in which Employee may subsequently become a participant, subject in every case to the terms and conditions of each such plan. The foregoing compensation shall constitute the entire consideration to be paid by the Company to Employee for all services that Employee performs for the Company hereunder other than Employee's performance of his obligations under Section 6. The foregoing compensation shall be separate and apart from other compensation that Employee shall be paid by divisions, subsidiaries and other affiliated entities of the Company.

5. Conflicts of Interest. During the period in which this Agreement is in effect, Employee shall devote his entire time, attention, energies and business efforts to his duties as an employee of the Company and to the business of the Company and its divisions, subsidiaries and other affiliated entities. During the period in which this Agreement is in effect, without the prior written consent of the Company, Employee (a) shall not engage, directly or indirectly, in any other business activity, (b) shall not act as a proprietor, partner, director, officer, employee, consultant, advisor, agent, representative or any other capacity (except as a beneficial owner of less than ten percent (10%) of the outstanding voting securities of an entity whose voting securities are traded publicly) of any entity other than the Company and its divisions, subsidiaries and other affiliated entities, regardless of whether such activity is for gain, profit or other pecuniary advantage, and (c) shall not allow or cause the Company or any of its divisions, subsidiaries or other affiliated entities to participate in any transaction with Employee, any of his relatives, or any entity in which Employee or any of his relatives has an interest.

6. Competitive Activities.

6.1. Competition. As an independent covenant, Employee shall not directly or indirectly engage, and shall not directly or indirectly become involved with (except as a beneficial owner of less than ten percent (10%) of the outstanding voting securities of an entity whose voting securities are traded publicly) any entity that directly or indirectly engages, in any business in which the Company or any of its divisions, subsidiaries or other affiliated entities is engaged. This covenant shall be effective during the period in which this Agreement is in effect.

6.2. Business Opportunities. As an independent covenant, Employee shall not directly or indirectly divert, take, solicit or accept or attempt to divert or take, whether on his own or on behalf of any other party, and shall not directly or indirectly become involved with (except as a beneficial owner of less than ten (10%) of the outstanding voting securities of an entity whose voting securities are traded publicly) any entity that directly or indirectly diverts, takes, solicits or accepts or attempts to divert or take, whether on its own behalf or on behalf of any other party, any customer of the Company or any of its divisions, subsidiaries or other affiliated entities. This covenant shall be effective during the period in which this Agreement is in effect and for one year thereafter.

6.3. Employees. As an independent covenant, Employee shall not directly or indirectly induce or influence or attempt to induce or influence, whether on his own behalf or on behalf of any other party, and shall not directly or indirectly become involved with (except as a beneficial owner of less than ten (10%) of the outstanding voting securities of an entity whose voting securities are traded publicly) any entity that directly or indirectly induces or influences or attempts to induce or influence, whether on its own behalf or on behalf of any other party, any employee of the Company to terminate his employment with the Company. This covenant shall be effective during the period in which this Agreement is in effect and for one year thereafter. Employee understands and agrees that the purpose of the foregoing covenants is to protect the legitimate business interests of the Company and is not to restrict Employee's mobility or to prevent him from utilizing his general technical skills including but not limited to business knowledge, industry expertise and broad relationships.

7. Employee-Developed Intellectual Property.

7.1. Assignment. From the Effective Date of this Agreement the Employee hereby assigns, conveys and transfers to the Company all of his right, title and interest in and to any and all analyses, computer programs and software, customer lists and data, designs, discoveries, financial figures, formulae, ideas, improvements, inventions, know-how, methods, processes, specifications and other information and materials relating in any way to any of the businesses of the Company and its divisions, subsidiaries and other affiliated entities (the "Intellectual Property") that are conceived, created or developed by Employee, whether as a sole or joint originator, whether within or out of normal working hours, and whether on the premises of the Company or elsewhere, in connection with his employment with the Company (the "Employee-Developed Intellectual Property").

7.2. Property Rights. During the period in which this Agreement is in effect and thereafter, upon the request of the Company, Employee shall assist the Company in obtaining, maintaining, securing and enforcing any and all copyrights, patents, trademarks, service marks and other property rights relating to the Employee-Developed Intellectual Property for the benefit of the Company, including, without limitation, executing and delivering to the Company any and all documents and instruments requested by the Company for such purpose.

8. Confidential Intellectual Property. During the period in which this Agreement is in effect and thereafter, Employee shall not make or permit the making of any unauthorized disclosure, distribution, publication or use of any Intellectual Property of a confidential or trade secret nature (the "Confidential Intellectual Property") known to Employee; provided, however, that Employee may disclose, distribute, publish or use any Confidential Intellectual Property in situations in which and to the extent that the disclosure, distribution, publication or use thereof either (a) is necessary for the performance of his obligations hereunder or (b) is required to be disclosed in connection with a bona fide legal proceeding or governmental investigation, provided that Employee shall limit the disclosure, distribution, publication and use of such Confidential Intellectual Property to the maximum extent practicable under the circumstances. For the purposes hereof, the term "Confidential Intellectual Property" includes any and all Intellectual Property not generally known or available to the public relating or belonging to the Company or belonging to other parties to whom the Company may have an obligation of confidence.

9. Termination.

9.1. At End of Term. This Agreement and the rights and obligations of the Company and Employee hereunder shall terminate automatically, without any action by any party hereto, at the end of the term of this Agreement set forth in Section 2. Notwithstanding the termination of this Agreement as provided herein, the rights and obligations of the parties hereto under Sections 6, 7 and 8 shall continue in full force and effect for the periods stated therein. If this Agreement is terminated as permitted in this Section 9.1, then such termination shall be without liability to any party hereto.

9.2. By Agreement or For Cause. This Agreement and the rights and obligations of the Company and Employee hereunder may be terminated before the end of the term hereof only for the following reasons and in the indicated manners: (a) by the written agreement of the Company and Employee, in which case the termination shall be effective as of the date provided therein; (b) by the Company, if Employee (i) intentionally breaches or violates any of his obligations hereunder or (ii) intentionally commits any act or omission of or involving dishonesty, fraud, gross negligence or moral turpitude, whether or not in connection with his employment, by giving a notice of termination to Employee, in which event the termination shall be effective thirty (30) days after the delivery of such notice; or (c) by Employee, if the Company breaches or violates any of its obligations hereunder, by giving a notice of termination to the Company, in which event the termination shall be effective thirty (30) days after the delivery of such notice. Notwithstanding the termination of this Agreement as provided herein, the rights and obligations of the parties hereto under Sections 5, 6, 7 and 8 shall continue in full force and effect for the periods stated therein. If this Agreement is terminated as permitted in clause (a) of this Section 9.2, then such termination shall be without liability as permitted in clause (b) or (c) of this Section 9.2, then such termination shall be without prejudice to any and all claims, rights and remedies that the parties hereto may have against each other. Except as otherwise specifically set forth herein, in the event Employee’s employment is terminated for cause, all benefits set forth in this Agreement shall cease as of the last day of Employee’s employment hereunder.

9.3 Severance Payment. a. In the event this Agreement is terminated by Company at the conclusion of the Initial Period or any Additional Period pursuant to Section 2 of this Agreement, or in the event Company fails to offer Employee a Renewal Agreement and Employee elects to terminate this Agreement as set forth in Section 2 of this Agreement, then Company’s sole obligation shall be to pay Employee (i) for all accrued but unused vacation (determined in accordance with Section 4.4 of this Agreement), which sum shall be paid to Employee, less all appropriate deductions and withholdings, in a single payment not more than thirty (30) days following the effective date of such termination; and (ii) a severance payment equal to the sum of (x) Employee’s then current base salary for twelve (12) months, plus (y) the annual bonus paid to Employee for the prior calendar year, which severance payment shall be paid to Employee, less all appropriate deductions and withholdings, in equal, bi-monthly installments over the twelve (12) month period commencing with the date of termination (the "Severance Period"). During the Severance Period, Company shall provide Employee with comprehensive health, disability, and life insurance policies providing benefits at least equivalent to those Employee received on the last day of the Term hereof.

b. In the event Employee rejects a Renewal Agreement offered employee pursuant to Section 2 of this Agreement, or in the event Company terminates this Agreement pursuant to Section 9.2(b) of this Agreement, or in the event Employee terminates this Agreement pursuant to Section 9.2(c) of this Agreement, then Company's sole obligation shall be to pay Employee for all accrued but unused vacation (determined in accordance with Section 4.4(a) of this Agreement), which shall be paid to Employee, less all appropriate deductions and withholdings, in a single payment not more than thirty (30) days following the effective date of such termination.

c. In the event Employee becomes permanently and totally disabled, or if Employee dies during the Term of this Agreement, then Employee, or Employee’s estate, as the case may be, shall be paid (i) for all accrued but unused vacation (determined in accordance with Section 9(a) of this Agreement), which sum shall be paid to Employee, less all appropriate deductions and withholdings, in a single payment not more than thirty (30) days following the effective date of such termination; and (ii) the sum of (x) Employee’s then current base salary through the end of the Term, and (y) Employee’s annual bonus for the prior calendar year for each calendar year through the end of the Term, which sum shall be paid to Employee, less all appropriate deductions and withholdings, in equal, bi-weekly installments through the end of the Term. The payments set forth in this Section shall be reduced by the amount of any benefits payable to Employee or Employee’s estate, as the case may be, under any disability or life insurance plan provided by, and the premiums of which are paid by, Company.

10. Miscellaneous Provisions.

10.1. Insurance. The Company, in its sole discretion, may apply for and obtain insurance on the life of Employee in such forms and amounts as the Company may determine from time to time. Any such insurance policy shall be owned by the Company for its own benefit, and Employee shall not have any interest therein or right to the proceeds thereof. Upon request by the Company, Employee shall submit to such medical examinations, supply such information, and execute and deliver such documents and instruments as any insurance company to which the Company has applied for such insurance may require.

10.2. Notices. All notices and other communications given by any party hereto in connection herewith (a) must be in writing and (b) may be served only by (i) depositing the same in the United States mail, properly addressed as provided herein, postage prepaid, registered or certified mail, and with return receipt requested, or (ii) delivering the same in person. Any notice or other communication deposited in the mail in the manner provided herein shall be effective upon the earlier to occur of receipt by the addressee or the expiration of three (3) days after the date on which it is so deposited, and any notice or other communication delivered in person shall be effective when it is received by the addressee. For the purpose hereof, the addresses of the parties hereto shall be as follows:

Company: RIO BRAVO OIL FIELD SERVICES, INC.

1610 Woodstead Court

Suite 330

The Woodlands, Texas 77380

Employee: GORDON PAYNE

1610 Woodstead Court, Suite 330

The Woodlands, Texas 77380

Any party hereto may change its address for the purposes hereof by giving written notice of such change of address to the other parties as specified herein.

10.3. Superseding Agreement. This Agreement supersedes all prior negotiations, understandings and agreements among the parties hereto relating to the subject matters hereof except where Employee has entered into separate Agreements with divisions, subsidiaries and other affiliated entities of the Company approved by the Company’s President or Board of Directors.

10.4. Amendments. No alterations, modifications, amendments or changes in this Agreement shall be effective or binding on any party hereto, unless the same shall be in writing and executed by all of the parties hereto.

10.5. Enforceability. This Agreement and all agreements and covenants made by the parties hereto under this Agreement shall inure to the benefit of, and be enforceable by and against, their respective heirs, successors, legal representatives and permitted assignees.

10.6. Assignments. The Company may assign, convey, transfer or otherwise dispose of all or any portion of its interest in this Agreement or its rights or obligations hereunder with prior written consent of Employee not to be reasonably withheld; provided, however, that any such permitted assignment, conveyance, transfer or other disposition shall not eliminate or limit the obligations hereunder of any assignee of the Company's interest herein. The rights and obligations of Employee hereunder are personal; therefore, Employee shall not assign, convey, transfer or otherwise dispose of, voluntarily or involuntarily, all or any portion of his interest in this Agreement or his rights or obligations hereunder. Any such assignment, conveyance, transfer or other disposition made or attempted by the Company or Employee in breach or violation of this Section 10.6 shall be null and void and of no effect.

10.7. Governing Law. This Agreement shall be governed by, construed under, and enforced in accordance with the laws of Texas.

10.8. Modification and Severability. If a court of competent jurisdiction declares that any provision of this Agreement is illegal, invalid or unenforceable, then such provision shall be modified automatically to the extent necessary to make such provision fully enforceable. If such court does not modify any such provision as contemplated herein, but instead declares it to be wholly illegal, invalid or unenforceable, then such provision as severed from this Agreement, and such declaration shall in no way affect the legality, validity and enforceability of the other provisions of this Agreement to which such declaration does not relate. In this event, this Agreement shall be construed as if it did not contain the particular provision held to be illegal, invalid or unenforceable, the rights and obligations of the parties hereto shall be construed and enforced accordingly, and this Agreement otherwise shall remain in full force and effect.

10.9. Captions. The captions contained herein are for the purpose of reference only and shall not affect in any way the meaning, interpretation or scope of this Agreement.

10.10. Waivers. Any waiver by any party hereto of any breach or violation of any provision of this Agreement by any other party shall not operate or be construed as a waiver by such party of any subsequent breach or violation thereof.

10.11. Remedies. Employee understands and hereby agrees that any breach or violation or threatened breach or violation by Employee of any of his obligations under Sections 5, 6, 7 and 8 will result in immediate and irreparable harm to the Company, and no adequate remedy at law is available to the Company for any such breach or violation or threatened breach or violation; therefore, upon any breach or violation or threatened breach or violation by Employee of any of his obligations under Sections 5, 6, 7 and 8, the Company shall be entitled to injunctive relief in any court of competent jurisdiction, provided that nothing contained herein shall be construed to prohibit the Company from pursuing any other remedy at law or in equity available to the Company therefor. The remedies of each party hereto under this Agreement shall be cumulative of each other and of the remedies at law or in equity available to the parties. Each party's full or partial exercise of any such remedy shall not preclude any subsequent exercise by such party of the same or any other remedy.

10.12. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original for all purposes, and all of which together shall constitute one and the same instrument.

10.13 MANDATORY Dispute Resolution. Except as provided in Section 10.11 of this Agreement, any and all disputes, controversies, or claims arising out of or relating to your employment or cessation of employment with Company shall be settled exclusively by final and binding arbitration in HOUSTON, Texas before an arbitrator selected in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association ("AAA"). Such disputes include, but are not limited to, claims arising under this Agreement as well as other employment-related legal claims such as discrimination or tort. Any arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the AAA.

11. General Confidentiality.

11.1 Generally. All Company information with which Employee deals and all nonpublic information concerning the Company's operations, business methods, business strategies and plans, including Intellectual Property shall constitute confidential information of the Company ("Confidential Information"). Employee shall hold all Confidential Information in the strictest confidence and shall protect all Confidential Information with the same degree of care that he exercises with respect to its own proprietary information. Without the prior written consent of the Company, the Employee shall neither use, disclose, divulge or otherwise disseminate any Confidential Information to any person or entity, except for an attorney and such other professionals as the Employee may retain in order for it to enforce the provisions of this Agreements.

11.2 Exceptions. Notwithstanding Section 11.1 hereof, Employee shall have no obligations with respect to any Confidential Information which (i) is or becomes within the public domain through no act of the Employee in breach of this Agreement, (ii) is lawfully received from another source subsequent to the date of this Agreement without any restriction on use or disclosure, (iii) is deemed in writing by the Company no longer to be Confidential Information, or (iv) is required to be disclosed by order of any court of competent jurisdiction or other governmental authority (provided in such latter case, however, that the Employee shall timely inform the Company of all such legal or governmental proceedings so that the Company may attempt by appropriate legal means to limit such disclosure, and the Employee shall further use its best efforts to limit the disclosure and maintain confidentiality to the maximum extent possible).

12. Morals. In addition to and not in limitation of any of the rights or remedies available to Company hereunder, if during the term of this Agreement Employee shall be charged with the commission of any act which is an offense involving moral turpitude under federal, state or local laws, or should Employee commit any act which would reasonably and objectively bring Company or its products into disrepute, contempt, scandal or ridicule, at any time, then Company shall be entitled to terminate this Agreement after giving Employee three (3) days notice to cure such offense, act or failure to perform. If Employee shall so fail to cure such offense, act or failure to perform within such three (3) day period, Company shall no longer be responsible for any further payments or benefits due hereunder.

13. Cooperation. Employee shall reasonably comply with all Company policies and procedures in place from time to time and shall conduct himself in a manner befitting of a member of management; shall conduct himself as a leader; foster a spirit of cooperation among all employees; and support management of the Company to his subordinates in all decisions. Employee shall follow directions given him by the Company’s President and Board of Directors.

This Agreement is executed by the parties effective July 1, 2014 (the “Effective Date”).

COMPANY:

RIO BRAVO OIL FIELD SERVICES, INC., a Texas corporation

By:

Print Name:

Title:

EMPLOYEE:

GORDON PAYNE,

an individual residing in Texas

EX-10.4

EXHIBIT 10.4 

JACKSON PAYNE

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement”) is made and entered into by and between RIO BRAVO OILFIELD SERVICES, INC. a Texas corporation ("Company"), and JACKSON PAYNE, an individual residing in The Woodlands,, Texas ("Employee").

1. Introduction. Company and Employee desire and have agreed that Employee will become an employee of the Company.

Based on such premise, on the terms and subject to the conditions contained in this Agreement, and for certain good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, the parties hereto hereby agree as follows:

2. Appointment and Term. The Company hereby employs Employee, and Employee hereby accepts employment with the Company. Employee’s employment under this Agreement shall commence July 1, 2014, and, unless sooner terminated pursuant to the terms of Section 9 of this Agreement, shall continue for an initial period of three (3) year(s) (as completed or earlier terminated pursuant to the express terms hereof, the "Initial Period"). Following the completion of the Initial Period, unless there upon terminated or renewed pursuant to the terms of this Section 2, Employee’s employment under this Agreement shall continue from year to year, subject to earlier termination pursuant to the terms of Section 9 of this Agreement (each subsequent year, as completed or earlier terminated, an "Additional Period," and together with the Initial Period, the "Term"). Company may terminate this Agreement as of the last day of the Initial Period or any Additional Period by giving Employee written notice of such termination not less than ninety (90) days prior to such date. Company may elect to renew Employee’s employment by offering Employee a renewal employment agreement (the "Renewal Agreement") not less than ninety (90) days prior to the last day of the Initial Period or any Additional Period (the "Renewal Notice Period"), upon terms and conditions no less favorable to Employee than those set forth in this Agreement (including, but not limited to, title; reporting relationship; services to be rendered; two (2) year minimum term; termination, renewal, and severance provisions; scheduled base salary increases and annual bonus percentage; benefits; etc.). The initial annual base salary specified in such Renewal Agreement shall be not less than Employee’s annual base salary for the previous calendar year, adjusted to reflect the greater of (i) a five per cent (5%) increase in such annual base salary, or (ii) the increase, if any, in the cost of living, determined by multiplying Employee’s then current annual base salary by a fraction, the numerator of which is the Consumer Price Index (U.S. City Average--[1967 = 100%]- -All Items, Bureau of Labor Statistics of the U.S. Department of Labor) (the "CPI") for the month prior to the proposed commencement date of such Renewal Agreement and the denominator of which is the CPI for the month prior to the month in which Employee’s annual base salary was most recently adjusted. Employee acknowledges and agrees that Company has no obligation to allow this Agreement to renew, to offer Employee a Renewal Agreement, or to otherwise continue Employee’s employment after expiration of the Initial Period or any Additional Period, and Employee expressly acknowledges that no promises or understandings to the contrary have been made or reached. In the event Employee does not accept an offered Renewal Agreement as of the last day of the Initial Period or Additional Period during which Employee first received such Renewal Agreement, Employee shall be deemed to have rejected such Renewal Agreement and Employee’s employment shall be terminated as of such date. In the event Company has not offered Employee a Renewal Agreement within the Renewal Notice Period, Employee may terminate this Agreement upon thirty (30) days prior written notice to Company, provided such termination notice is received by Company no less than thirty (30) days following the conclusion of the applicable Renewal Notice Period, in which case the terms of Section 9.3 of this Agreement shall apply.

3. Duties and Responsibilities. Employee will serve as Chief Financial Officer and a member of the Company’s Board of Directors, and as such will perform those duties which are normal and customary in the industry for like positions. Employee will be responsible for other similar areas which relate thereto for Company and its affiliates and will be responsible to perform other such duties which are reasonably assigned by the Company’s Chief Executive Officer or Board of Directors. Employee will report directly to the Company’s Chief Executive Officer and Board of Directors. Employee will perform full-time service on an exclusive basis for Company and its affiliates. Employee’s principal base of employment shall initially be in the Houston, Texas area, and may change from time to time. Employee acknowledges that Company is not required to actually utilize Employee’s services hereunder, but that Company's sole obligation shall be to pay Employee the compensation and provide Employee the benefits set forth herein, subject to all the terms and conditions of this Agreement. 

For all purposes, Employee shall be an employee of only the Company, and only this Agreement shall control and govern any and all relationships between Employee and the Company and its divisions, subsidiaries and other affiliated entities.

4. Employment Compensation. The Company shall pay or provide to Employee, during the period in which this Agreement is in effect, the following compensation in consideration of Employee's performance of his obligations hereunder other than the performance of his obligations under Section 6:

4.1 Salary. As compensation for Employee’s services hereunder, Company shall pay Employee, and Employee shall accept, an initial annual base salary of One Hundred Eighty Thousand And No/100s Dollars ($180,000.00) less all appropriate deductions and withholdings, payable in accordance with the schedule Company may adopt or alter from time to time in its discretion, but in any event not less frequently than monthly. The Company shall review the performance of Employee’s duties hereunder on at least a quarterly basis. Employee’s annual base salary will be adjusted on January 1 of each calendar year of the Term to reflect the greater of (i) a five percent (5%) increase in such annual base salary, or (ii) the increase, if any, in the cost of living, determined by multiplying Employee’s then current annual base salary by a fraction, the numerator of which is the CPI for the month of December of the most recently completed calendar year and the denominator of which is the CPI for the month prior to the month in which Employee’s annual base salary was most recently adjusted. In addition, the Company’s President or Board of Directors of the Company may increase Employee’s annual base salary at such times as it, in its sole discretion, deems appropriate and/or enter into deferred compensation agreements and /or defined benefit plans with respect to such amounts.

4.2 Bonus Structure

a. Quarterly Bonus. In accordance with the executive bonus plan established by Company, as may be amended from time to time, in addition to annual base salary, Employee shall be eligible to earn and receive a quarterly bonus based on achievement of certain goals during each quarterly review period (which shall commence on the first day of each quarter and conclude on the last day of each quarter commencing for example on September 30 and ending December 31 of the first calendar year of the Term). During the first forty-five (45) days of each annual review period of the Term, Company, with Employee’s consultation, shall establish reasonable goals for Employee and his divisions to achieve during such review period. In the event Company determines that the goals set for any quarterly review period have been achieved, Employee shall be entitled to receive a targeted bonus of one hundred per cent (100 %) of Employee’s annual base salary for such calendar year, with the exact amount of such bonus to be determined in the discretion of Company, subject to the terms of the executive bonus plan then in effect, but in any event not less than Five Percent (5%) of Employee’s annual base salary (the “Minimum Guaranteed Bonus”). In the event Company determines that the goals set for any annual review period have not been achieved during such annual review period, Employee shall receive only the Minimum Guaranteed Bonus.

b. Apportionment. For those periods of Employee’s employment which does not coincide with the calendar year, the amount of the bonus shall be prorated for the number of months Employee is in the employ of Company during such period.

c. Payment. Payment of the Minimum Guaranteed Bonus shall be made quarterly in arrears, with the quarterly bonus to be paid no later than the 15^th of the month following the quarterly review period for which the quarterly bonus is calculated, with credit given for the payment of the Minimum Guaranteed Bonus.

d. Further Bonuses. From time to time, Company may enter into supplemental agreements or memorandums in writing with Employee for the award and payment to Employee of additional compensation or bonuses upon such terms and conditions as Company shall deem to be in its business interest. In the event of the execution by Company of any such agreements or memorandums, Employee’s right to additional compensation or bonuses shall be determined in accordance with the applicable provisions thereof, subject, however, to the provisions of this sub-Section. In the absence of any such supplemental agreements or memorandums, Company shall not be obligated to pay Employee any additional compensation or bonus whatsoever, irrespective of the payment of additional compensation or bonus in any past or succeeding year or the payment or additional compensation or bonus to other executives in any year, but may do so in its sole discretion.

e. Incentive Compensation. From time to time, Company may offer phantom stock, stock appreciation rights, warrants, stock options in Company and its parent and/or affiliates and/or other forms of long-term incentives upon such terms and conditions as Company shall determine to be in its business interests.

f. Vehicle Expense Allowance. The Company will reimburse Employee for all expenses of an Employee owned or leased vehicle for the exclusive use of Employee during the term of this Agreement. The make and model of such vehicle shall be mutually agreed between Company and Employee.

g. Mobile Phone, Computers. The Company will provide Employee one (1) mobile phone along with paid service including voice and data, a desktop computer, and a laptop computer for Employee’s exclusive during the term of this Agreement. The brand and type of such mobile phone and computers shall be mutually agreed between Company and Employee.

h. Education Expense Allowance. The Company will reimburse Employee for all expenses of obtaining professional certificates, licenses, and/or advanced degrees during the term of this Agreement.

4.3 Reimbursements. The Company recognizes that in the course of performing Employee’s duties hereunder, Employee will necessarily incur expenses in connection with Employee’s duties for such items as entertainment, traveling, hotels, and similar items. Employee shall be entitled to have paid or be reimbursed all reasonable expenses incurred by Employee in the performance of Employee’s duties hereunder, subject to such requirements, procedures, and rules as may be established by Company for similarly situated executives from time to time in its discretion, including, without limitation, the requirement of submission of appropriate receipts for such expenses prior to reimbursement.

4.4. Employee Benefits. Employee shall be entitled to participate in the employee benefit plans that the Company makes available to employees in the same or similar positions from time to time. Employee's participation in such employee benefit plans shall be in accordance with the terms and conditions thereof and the Company's policies and practices in effect from time to time, including but not limited to the following:

a. Vacation. For each year of the Term of this Agreement,

Employee will be entitled to four (4) weeks vacation with pay, to be accrued and taken in accordance with Company's normal personnel policies regarding vacation for similarly situated executives, as such policies may be modified from time to time in the discretion of Company. Notwithstanding the foregoing, upon Employee accruing eight (8) weeks of vacation time, vacation time will cease to accrue and must be used before additional vacation time will accrue.

b. Health Plans. Company will establish and maintain employee health, medical, life, and disability insurance benefit plans for Employee to be reimbursed by the Company separate and apart from other compensation and benefits as detailed herein or otherwise agreed to between the Company and the Employee. During the Term of this Agreement, Employee’s eligibility to participate in such plans shall be governed by the generally applicable terms and conditions of the particular plan, as such terms and conditions may be amended from time to time in the discretion of Company. Notwithstanding the foregoing, Company shall also pay the premiums for immediate family members of Employee for the same health and medical coverage provided to Employee.

c. 401(k) Plan. Company may, in its discretion, from time to time, establish and maintain, or participate in an affiliated company's, 401(k)-retirement plan. During the Term of this Agreement, Employee’s eligibility to participate in such plan shall be governed by the generally applicable terms and conditions of such plan, as such terms and conditions may be amended from time to time in the discretion of Company or such affiliated company.

d. Additional Benefits. Employee expressly agrees and acknowledges that following the Term of this Agreement, Employee will be entitled to no additional benefits except as otherwise specifically set forth in this Agreement, and except as specifically provided under the benefit plans referred to in this Section 4.4 and those benefit plans in which Employee may subsequently become a participant, subject in every case to the terms and conditions of each such plan.

The foregoing compensation shall constitute the entire consideration to be paid by the Company to Employee for all services that Employee performs for the Company hereunder other than Employee's performance of his obligations under Section 6. The foregoing compensation shall be separate and apart from other compensation that Employee shall be paid by divisions, subsidiaries and other affiliated entities of the Company.

5. Conflicts of Interest. During the period in which this Agreement is in effect, Employee shall devote his entire time, attention, energies and business efforts to his duties as an employee of the Company and to the business of the Company and its divisions, subsidiaries and other affiliated entities. During the period in which this Agreement is in effect, without the prior written consent of the Company, Employee (a) shall not engage, directly or indirectly, in any other business activity, (b) shall not act as a proprietor, partner, director, officer, employee, consultant, advisor, agent, representative or any other capacity (except as a beneficial owner of less than ten percent (10%) of the outstanding voting securities of an entity whose voting securities are traded publicly) of any entity other than the Company and its divisions, subsidiaries and other affiliated entities, regardless of whether such activity is for gain, profit or other pecuniary advantage, and (c) shall not allow or cause the Company or any of its divisions, subsidiaries or other affiliated entities to participate in any transaction with Employee, any of his relatives, or any entity in which Employee or any of his relatives has an interest.

6. Competitive Activities.

6.1. Competition. As an independent covenant, Employee shall not directly or indirectly engage, and shall not directly or indirectly become involved with (except as a beneficial owner of less than ten percent (10%) of the outstanding voting securities of an entity whose voting securities are traded publicly) any entity that directly or indirectly engages, in any business in which the Company or any of its divisions, subsidiaries or other affiliated entities is engaged. This covenant shall be effective during the period in which this Agreement is in effect.

6.2. Business Opportunities. As an independent covenant, Employee shall not directly or indirectly divert, take, solicit or accept or attempt to divert or take, whether on his own or on behalf of any other party, and shall not directly or indirectly become involved with (except as a beneficial owner of less than ten (10%) of the outstanding voting securities of an entity whose voting securities are traded publicly) any entity that directly or indirectly diverts, takes, solicits or accepts or attempts to divert or take, whether on its own behalf or on behalf of any other party, any customer of the Company or any of its divisions, subsidiaries or other affiliated entities. This covenant shall be effective during the period in which this Agreement is in effect and for one year thereafter.

6.3. Employees. As an independent covenant, Employee shall not directly or indirectly induce or influence or attempt to induce or influence, whether on his own behalf or on behalf of any other party, and shall not directly or indirectly become involved with (except as a beneficial owner of less than ten (10%) of the outstanding voting securities of an entity whose voting securities are traded publicly) any entity that directly or indirectly induces or influences or attempts to induce or influence, whether on its own behalf or on behalf of any other party, any employee of the Company to terminate his employment with the Company. This covenant shall be effective during the period in which this Agreement is in effect and for one year thereafter.

Employee understands and agrees that the purpose of the foregoing covenants is to protect the legitimate business interests of the Company and is not to restrict Employee's mobility or to prevent him from utilizing his general technical skills including but not limited to business knowledge, industry expertise and broad relationships.

7. Employee-Developed Intellectual Property.

7.1. Assignment. From the Effective Date of this Agreement the Employee hereby assigns, conveys and transfers to the Company all of his right, title and interest in and to any and all analyses, computer programs and software, customer lists and data, designs, discoveries, financial figures, formulae, ideas, improvements, inventions, know-how, methods, processes, specifications and other information and materials relating in any way to any of the businesses of the Company and its divisions, subsidiaries and other affiliated entities (the "Intellectual Property") that are conceived, created or developed by Employee, whether as a sole or joint originator, whether within or out of normal working hours, and whether on the premises of the Company or elsewhere, in connection with his employment with the Company (the "Employee-Developed Intellectual Property").

7.2. Property Rights. During the period in which this Agreement is in effect and thereafter, upon the request of the Company, Employee shall assist the Company in obtaining, maintaining, securing and enforcing any and all copyrights, patents, trademarks, service marks and other property rights relating to the Employee-Developed Intellectual Property for the benefit of the Company, including, without limitation, executing and delivering to the Company any and all documents and instruments requested by the Company for such purpose.

8. Confidential Intellectual Property. During the period in which this Agreement is in effect and thereafter, Employee shall not make or permit the making of any unauthorized disclosure, distribution, publication or use of any Intellectual Property of a confidential or trade secret nature (the "Confidential Intellectual Property") known to Employee; provided, however, that Employee may disclose, distribute, publish or use any Confidential Intellectual Property in situations in which and to the extent that the disclosure, distribution, publication or use thereof either (a) is necessary for the performance of his obligations hereunder or (b) is required to be disclosed in connection with a bona fide legal proceeding or governmental investigation, provided that Employee shall limit the disclosure, distribution, publication and use of such Confidential Intellectual Property to the maximum extent practicable under the circumstances. For the purposes hereof, the term "Confidential Intellectual Property" includes any and all Intellectual Property not generally known or available to the public relating or belonging to the Company or belonging to other parties to whom the Company may have an obligation of confidence.

9. Termination.

9.1. At End of Term. This Agreement and the rights and obligations of the Company and Employee hereunder shall terminate automatically, without any action by any party hereto, at the end of the term of this Agreement set forth in Section 2. Notwithstanding the termination of this Agreement as provided herein, the rights and obligations of the parties hereto under Sections 6, 7 and 8 shall continue in full force and effect for the periods stated therein. If this Agreement is terminated as permitted in this Section 9.1, then such termination shall be without liability to any party hereto.

9.2. By Agreement or For Cause. This Agreement and the rights and obligations of the Company and Employee hereunder may be terminated before the end of the term hereof only for the following reasons and in the indicated manners: (a) by the written agreement of the Company and Employee, in which case the termination shall be effective as of the date provided therein; (b) by the Company, if Employee (i) intentionally breaches or violates any of his obligations hereunder or (ii) intentionally commits any act or omission of or involving dishonesty, fraud, gross negligence or moral turpitude, whether or not in connection with his employment, by giving a notice of termination to Employee, in which event the termination shall be effective thirty (30) days after the delivery of such notice; or (c) by Employee, if the Company breaches or violates any of its obligations hereunder, by giving a notice of termination to the Company, in which event the termination shall be effective thirty (30) days after the delivery of such notice. Notwithstanding the termination of this Agreement as provided herein, the rights and obligations of the parties hereto under Sections 5, 6, 7 and 8 shall continue in full force and effect for the periods stated therein. If this Agreement is terminated as permitted in clause (a) of this Section 9.2, then such termination shall be without liability as permitted in clause (b) or (c) of this Section 9.2, then such termination shall be without prejudice to any and all claims, rights and remedies that the parties hereto may have against each other. Except as otherwise specifically set forth herein, in the event Employee’s employment is terminated for cause, all benefits set forth in this Agreement shall cease as of the last day of Employee’s employment hereunder.

9.3 Severance Payment.

a. In the event this Agreement is terminated by Company at the conclusion of the Initial Period or any Additional Period pursuant to Section 2 of this Agreement, or in the event Company fails to offer Employee a Renewal Agreement and Employee elects to terminate this Agreement as set forth in Section 2 of this Agreement, then Company’s sole obligation shall be to pay Employee (i) for all accrued but unused vacation (determined in accordance with Section 4.4 of this Agreement), which sum shall be paid to Employee, less all appropriate deductions and withholdings, in a single payment not more than thirty (30) days following the effective date of such termination; and (ii) a severance payment equal to the sum of (x) Employee’s then current base salary for twelve (12) months, plus (y) the annual bonus paid to Employee for the prior calendar year, which severance payment shall be paid to Employee, less all appropriate deductions and withholdings, in equal, bi-monthly installments over the twelve (12) month period commencing with the date of termination (the "Severance Period"). During the Severance Period, Company shall provide Employee with comprehensive health, disability, and life insurance policies providing benefits at least equivalent to those Employee received on the last day of the Term hereof.

b. In the event Employee rejects a Renewal Agreement offered employee pursuant to Section 2 of this Agreement, or in the event Company terminates this Agreement pursuant to Section 9.2(b) of this Agreement, or in the event Employee terminates this Agreement pursuant to Section 9.2(c) of this Agreement, then Company's sole obligation shall be to pay Employee for all accrued but unused vacation (determined in accordance with Section 4.4(a) of this Agreement), which shall be paid to Employee, less all appropriate deductions and withholdings, in a single payment not more than thirty (30) days following the effective date of such termination.

c. In the event Employee becomes permanently and totally disabled, or if Employee dies during the Term of this Agreement, then Employee, or Employee’s estate, as the case may be, shall be paid (i) for all accrued but unused vacation (determined in accordance with Section 9(a) of this Agreement), which sum shall be paid to Employee, less all appropriate deductions and withholdings, in a single payment not more than thirty (30) days following the effective date of such termination; and (ii) the sum of (x) Employee’s then current base salary through the end of the Term, and (y) Employee’s annual bonus for the prior calendar year for each calendar year through the end of the Term, which sum shall be paid to Employee, less all appropriate deductions and withholdings, in equal, bi-weekly installments through the end of the Term. The payments set forth in this Section shall be reduced by the amount of any benefits payable to Employee or Employee’s estate, as the case may be, under any disability or life insurance plan provided by, and the premiums of which are paid by, Company.

10. Miscellaneous Provisions.

10.1. Insurance. The Company, in its sole discretion, may apply for and obtain insurance on the life of Employee in such forms and amounts as the Company may determine from time to time. Any such insurance policy shall be owned by the Company for its own benefit, and Employee shall not have any interest therein or right to the proceeds thereof. Upon request by the Company, Employee shall submit to such medical examinations, supply such information, and execute and deliver such documents and instruments as any insurance company to which the Company has applied for such insurance may require.

10.2. Notices. All notices and other communications given by any party hereto in connection herewith (a) must be in writing and (b) may be served only by (i) depositing the same in the United States mail, properly addressed as provided herein, postage prepaid, registered or certified mail, and with return receipt requested, or (ii) delivering the same in person. Any notice or other communication deposited in the mail in the manner provided herein shall be effective upon the earlier to occur of receipt by the addressee or the expiration of three (3) days after the date on which it is so deposited, and any notice or other communication delivered in person shall be effective when it is received by the addressee. For the purpose hereof, the addresses of the parties hereto shall be as follows:

Company: RIO BRAVO OIL FIELD SERVICES, INC.

1610 Woodstead Court

Suite 330

The Woodlands, Texas 77380

Employee: JACKSON PAYNE

1610 Woodstead Court, Suite 330 The Woodlands, Texas 77380

Any party hereto may change its address for the purposes hereof by giving written notice of such change of address to the other parties as specified herein.

10.3. Superseding Agreement. This Agreement supersedes all prior negotiations, understandings and agreements among the parties hereto relating to the subject matters hereof except where Employee has entered into separate Agreements with divisions, subsidiaries and other affiliated entities of the Company approved by the Company’s President or Board of Directors.

10.4. Amendments. No alterations, modifications, amendments or changes in this Agreement shall be effective or binding on any party hereto, unless the same shall be in writing and executed by all of the parties hereto.

10.5. Enforceability. This Agreement and all agreements and covenants made by the parties hereto under this Agreement shall inure to the benefit of, and be enforceable by and against, their respective heirs, successors, legal representatives and permitted assignees.

10.6. Assignments. The Company may assign, convey, transfer or otherwise dispose of all or any portion of its interest in this Agreement or its rights or obligations hereunder with prior written consent of Employee not to be reasonably withheld; provided, however, that any such permitted assignment, conveyance, transfer or other disposition shall not eliminate or limit the obligations hereunder of any assignee of the Company's interest herein. The rights and obligations of Employee hereunder are personal; therefore, Employee shall not assign, convey, transfer or otherwise dispose of, voluntarily or involuntarily, all or any portion of his interest in this Agreement or his rights or obligations hereunder. Any such assignment, conveyance, transfer or other disposition made or attempted by the Company or Employee in breach or violation of this Section 10.6 shall be null and void and of no effect.

10.7. Governing Law. This Agreement shall be governed by, construed under, and enforced in accordance with the laws of Texas.

10.8. Modification and Severability. If a court of competent jurisdiction declares that any provision of this Agreement is illegal, invalid or unenforceable, then such provision shall be modified automatically to the extent necessary to make such provision fully enforceable. If such court does not modify any such provision as contemplated herein, but instead declares it to be wholly illegal, invalid or unenforceable, then such provision as severed from this Agreement, and such declaration shall in no way affect the legality, validity and enforceability of the other provisions of this Agreement to which such declaration does not relate. In this event, this Agreement shall be construed as if it did not contain the particular provision held to be illegal, invalid or unenforceable, the rights and obligations of the parties hereto shall be construed and enforced accordingly, and this Agreement otherwise shall remain in full force and effect.

10.9. Captions. The captions contained herein are for the purpose of reference only and shall not affect in any way the meaning, interpretation or scope of this Agreement.

10.10. Waivers. Any waiver by any party hereto of any breach or violation of any provision of this Agreement by any other party shall not operate or be construed as a waiver by such party of any subsequent breach or violation thereof.

10.11. Remedies. Employee understands and hereby agrees that any breach or violation or threatened breach or violation by Employee of any of his obligations under Sections 5, 6, 7 and 8 will result in immediate and irreparable harm to the Company, and no adequate remedy at law is available to the Company for any such breach or violation or threatened breach or violation; therefore, upon any breach or violation or threatened breach or violation by Employee of any of his obligations under Sections 5, 6, 7 and 8, the Company shall be entitled to injunctive relief in any court of competent jurisdiction, provided that nothing contained herein shall be construed to prohibit the Company from pursuing any other remedy at law or in equity available to the Company therefor. The remedies of each party hereto under this Agreement shall be cumulative of each other and of the remedies at law or in equity available to the parties. Each party's full or partial exercise of any such remedy shall not preclude any subsequent exercise by such party of the same or any other remedy.

10.12. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original for all purposes, and all of which together shall constitute one and the same instrument.

10.13 MANDATORY Dispute Resolution. Except as provided in Section 10.11 of this Agreement, any and all disputes, controversies, or claims arising out of or relating to your employment or cessation of employment with Company shall be settled exclusively by final and binding arbitration in HOUSTON, Texas before an arbitrator selected in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association ("AAA"). Such disputes include, but are not limited to, claims arising under this Agreement as well as other employment-related legal claims such as discrimination or tort. Any arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the AAA.

11. General Confidentiality.

11.1 Generally. All Company information with which Employee deals and all nonpublic information concerning the Company's operations, business methods, business strategies and plans, including Intellectual Property shall constitute confidential information of the Company ("Confidential Information"). Employee shall hold all Confidential Information in the strictest confidence and shall protect all Confidential Information with the same degree of care that he exercises with respect to its own proprietary information. Without the prior written consent of the Company, the Employee shall neither use, disclose, divulge or otherwise disseminate any Confidential Information to any person or entity, except for an attorney and such other professionals as the Employee may retain in order for it to enforce the provisions of this Agreements.

11.2 Exceptions. Notwithstanding Section 11.1 hereof, Employee shall have no obligations with respect to any Confidential Information which (i) is or becomes within the public domain through no act of the Employee in breach of this Agreement, (ii) is lawfully received from another source subsequent to the date of this Agreement without any restriction on use or disclosure, (iii) is deemed in writing by the Company no longer to be Confidential Information, or (iv) is required to be disclosed by order of any court of competent jurisdiction or other governmental authority (provided in such latter case, however, that the Employee shall timely inform the Company of all such legal or governmental proceedings so that the Company may attempt by appropriate legal means to limit such disclosure, and the Employee shall further use its best efforts to limit the disclosure and maintain confidentiality to the maximum extent possible).

12. Morals. In addition to and not in limitation of any of the rights or remedies available to Company hereunder, if during the term of this Agreement Employee shall be charged with the commission of any act which is an offense involving moral turpitude under federal, state or local laws, or should Employee commit any act which would reasonably and objectively bring Company or its products into disrepute, contempt, scandal or ridicule, at any time, then Company shall be entitled to terminate this Agreement after giving Employee three (3) days notice to cure such offense, act or failure to perform. If Employee shall so fail to cure such offense, act or failure to perform within such three (3) day period, Company shall no longer be responsible for any further payments or benefits due hereunder.

13. Cooperation. Employee shall reasonably comply with all Company policies and procedures in place from time to time and shall conduct himself in a manner befitting of a member of management; shall conduct himself as a leader; foster a spirit of cooperation among all employees; and support management of the Company to his subordinates in all decisions. Employee shall follow directions given him by the Company’s President and Board of Directors.

This Agreement is executed by the parties effective July 1, 2014 (the “Effective Date”).

COMPANY:

RIO BRAVO OIL FIELD SERVICES, INC., a Texas corporation

By:

Print Name:

Title:

EMPLOYEE:

JACKSON PAYNE,

an individual residing in Texas

EX-10.5

EXHIBIT 10.5 

COLEMAN PAYNE

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement”) is made and entered into by and between RIO BRAVO OILFIELD SERVICES, INC. a Texas corporation ("Company"), and COLEMAN PAYNE, an individual residing in The Woodlands, Texas ("Employee").

1. Introduction. Company and Employee desire and have agreed that Employee will become an employee of the Company.

Based on such premise, on the terms and subject to the conditions contained in this Agreement, and for certain good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, the parties hereto hereby agree as follows:

2. Appointment and Term. The Company hereby employs Employee, and Employee hereby accepts employment with the Company. Employee’s employment under this Agreement shall commence July 1, 2014, and, unless sooner terminated pursuant to the terms of Section 9 of this Agreement, shall continue for an initial period of three (3) year(s) (as completed or earlier terminated pursuant to the express terms hereof, the "Initial Period"). Following the completion of the Initial Period, unless there upon terminated or renewed pursuant to the terms of this Section 2, Employee’s employment under this Agreement shall continue from year to year, subject to earlier termination pursuant to the terms of Section 9 of this Agreement (each subsequent year, as completed or earlier terminated, an "Additional Period," and together with the Initial Period, the "Term"). Company may terminate this Agreement as of the last day of the Initial Period or any Additional Period by giving Employee written notice of such termination not less than ninety (90) days prior to such date. Company may elect to renew Employee’s employment by offering Employee a renewal employment agreement (the "Renewal Agreement") not less than ninety (90) days prior to the last day of the Initial Period or any Additional Period (the "Renewal Notice Period"), upon terms and conditions no less favorable to Employee than those set forth in this Agreement (including, but not limited to, title; reporting relationship; services to be rendered; two (2) year minimum term; termination, renewal, and severance provisions; scheduled base salary increases and annual bonus percentage; benefits; etc.). The initial annual base salary specified in such Renewal Agreement shall be not less than Employee’s annual base salary for the previous calendar year, adjusted to reflect the greater of (i) a five per cent (5%) increase in such annual base salary, or (ii) the increase, if any, in the cost of living, determined by multiplying Employee’s then current annual base salary by a fraction, the numerator of which is the Consumer Price Index (U.S. City Average--[1967 = 100%]- -All Items, Bureau of Labor Statistics of the U.S. Department of Labor) (the "CPI") for the month prior to the proposed commencement date of such Renewal Agreement and the denominator of which is the CPI for the month prior to the month in which Employee’s annual base salary was most recently adjusted. Employee acknowledges and agrees that Company has no obligation to allow this Agreement to renew, to offer Employee a Renewal Agreement, or to otherwise continue Employee’s employment after expiration of the Initial Period or any Additional Period, and Employee expressly acknowledges that no promises or understandings to the contrary have been made or reached. In the event Employee does not accept an offered Renewal Agreement as of the last day of the Initial Period or Additional Period during which Employee first received such Renewal Agreement, Employee shall be deemed to have rejected such Renewal Agreement and Employee’s employment shall be terminated as of such date. In the event Company has not offered Employee a Renewal Agreement within the Renewal Notice Period, Employee may terminate this Agreement upon thirty (30) days prior written notice to Company, provided such termination notice is received by Company no less than thirty (30) days following the conclusion of the applicable Renewal Notice Period, in which case the terms of Section 9.3 of this Agreement shall apply.

3. Duties and Responsibilities. Employee will serve as Chief Operating Officer and a member of the Company’s Board of Directors, and as such will perform those duties which are normal and customary in the industry for like positions. Employee will be responsible for other similar areas which relate thereto for Company and its affiliates and will be responsible to perform other such duties which are reasonably assigned by the Company’s Chief Executive Officer or Board of Directors. Employee will report directly to the Chief Executive Officer and the Board of Directors. Employee will perform full-time service on an exclusive basis for Company and its affiliates. Employee’s principal base of employment shall initially be in the Houston, Texas area, and may change from time to time. Employee acknowledges that Company is not required to actually utilize Employee’s services hereunder, but that Company's sole obligation shall be to pay Employee the compensation and provide Employee the benefits set forth herein, subject to all the terms and conditions of this Agreement.

For all purposes, Employee shall be an employee of only the Company, and only this Agreement shall control and govern any and all relationships between Employee and the Company and its divisions, subsidiaries and other affiliated entities.

4. Employment Compensation. The Company shall pay or provide to Employee, during the period in which this Agreement is in effect, the following compensation in consideration of Employee's performance of his obligations hereunder other than the performance of his obligations under Section 6:

4.1 Salary. As compensation for Employee’s services hereunder, Company shall pay Employee, and Employee shall accept, an initial annual base salary of One Hundred Eighty Thousand And No/100s Dollars ($180,000.00) less all appropriate deductions and withholdings, payable in accordance with the schedule Company may adopt or alter from time to time in its discretion, but in any event not less frequently than monthly. The Company shall review the performance of Employee’s duties hereunder on at least a quarterly basis. Employee’s annual base salary will be adjusted on January 1 of each calendar year of the Term to reflect the greater of (i) a five percent (5%) increase in such annual base salary, or (ii) the increase, if any, in the cost of living, determined by multiplying Employee’s then current annual base salary by a fraction, the numerator of which is the CPI for the month of December of the most recently completed calendar year and the denominator of which is the CPI for the month prior to the month in which Employee’s annual base salary was most recently adjusted. In addition, the Company’s President or Board of Directors of the Company may increase Employee’s annual base salary at such times as it, in its sole discretion, deems appropriate and/or enter into deferred compensation agreements and /or defined benefit plans with respect to such amounts.

4.2 Bonus Structure

a. Quarterly Bonus. In accordance with the executive bonus plan established by Company, as may be amended from time to time, in addition to annual base salary, Employee shall be eligible to earn and receive a quarterly bonus based on achievement of certain goals during each quarterly review period (which shall commence on the first day of each quarter and conclude on the last day of each quarter commencing for example on September 30 and ending December 31 of the first calendar year of the Term). During the first forty-five (45) days of each annual review period of the Term, Company, with Employee’s consultation, shall establish reasonable goals for Employee and his divisions to achieve during such review period. In the event Company determines that the goals set for any quarterly review period have been achieved, Employee shall be entitled to receive a targeted bonus of one hundred per cent (100 %) of Employee’s annual base salary for such calendar year, with the exact amount of such bonus to be determined in the discretion of Company, subject to the terms of the executive bonus plan then in effect, but in any event not less than Five Percent (5%) of Employee’s annual base salary (the “Minimum Guaranteed Bonus”). In the event Company determines that the goals set for any annual review period have not been achieved during such annual review period, Employee shall receive only the Minimum Guaranteed Bonus.

b. Apportionment. For those periods of Employee’s employment which does not coincide with the calendar year, the amount of the bonus shall be prorated for the number of months Employee is in the employ of Company during such period.

c. Payment. Payment of the Minimum Guaranteed Bonus shall be made quarterly in arrears, with the quarterly bonus to be paid no later than the 15^th of the month following the quarterly review period for which the quarterly bonus is calculated, with credit given for the payment of the Minimum Guaranteed Bonus.

d. Further Bonuses. From time to time, Company may enter into supplemental agreements or memorandums in writing with Employee for the award and payment to Employee of additional compensation or bonuses upon such terms and conditions as Company shall deem to be in its business interest. In the event of the execution by Company of any such agreements or memorandums, Employee’s right to additional compensation or bonuses shall be determined in accordance with the applicable provisions thereof, subject, however, to the provisions of this sub-Section. In the absence of any such supplemental agreements or memorandums, Company shall not be obligated to pay Employee any additional compensation or bonus whatsoever, irrespective of the payment of additional compensation or bonus in any past or succeeding year or the payment or additional compensation or bonus to other executives in any year, but may do so in its sole discretion.

e. Incentive Compensation. From time to time,Company may offer phantom stock, stock appreciation rights, warrants, stock options in Company and its parent and/or affiliates and/or other forms of long-term incentives upon such terms and conditions as Company shall determine to be in its business interests.

f. Vehicle Expense Allowance. The Company will reimburse Employee for all expenses of an Employee owned or leased vehicle for the exclusive use of Employee during the term of this Agreement. The make and model of such vehicle shall be mutually agreed between Company and Employee.

g. Mobile Phone, Computers. The Company will provide Employee one (1) mobile phone along with paid service including voice and data, a desktop computer, and a laptop computer for Employee’s exclusive during the term of this Agreement. The brand and type of such mobile phone and computers shall be mutually agreed between Company and Employee.

h. Education Expense Allowance. The Company will reimburse Employee for all expenses of obtaining professional certificates, licenses, and/or advanced degrees during the term of this Agreement

4.3 Reimbursements. The Company recognizes that in the course of performing Employee’s duties hereunder, Employee will necessarily incur expenses in connection with Employee’s duties for such items as entertainment, traveling, hotels, and similar items. Employee shall be entitled to have paid or be reimbursed all reasonable expenses incurred by Employee in the performance of Employee’s duties hereunder, subject to such requirements, procedures, and rules as may be established by Company for similarly situated executives from time to time in its discretion, including, without limitation, the requirement of submission of appropriate receipts for such expenses prior to reimbursement.

4.4. Employee Benefits. Employee shall be entitled to participate in the employee benefit plans that the Company makes available to employees in the same or similar positions from time to time. Employee's participation in such employee benefit plans shall be in accordance with the terms and conditions thereof and the Company's policies and practices in effect from time to time, including but not limited to the following:

a. Vacation. For each year of the Term of this Agreement, Employee will be entitled to four (4) weeks vacation with pay, to be accrued and taken in accordance with Company's normal personnel policies regarding vacation for similarly situated executives, as such policies may be modified from time to time in the discretion of Company. Notwithstanding the foregoing, upon Employee accruing eight (8) weeks of vacation time, vacation time will cease to accrue and must be used before additional vacation time will accrue.

b. Health Plans. Company will establish and maintain employee health, medical, life, and disability insurance benefit plans for Employee to be reimbursed by the Company separate and apart from other compensation and benefits as detailed herein or otherwise agreed to between the Company and the Employee. During the Term of this Agreement, Employee’s eligibility to participate in such plans shall be governed by the generally applicable terms and conditions of the particular plan, as such terms and conditions may be amended from time to time in the discretion of Company. Notwithstanding the foregoing, Company shall also pay the premiums for immediate family members of Employee for the same health and medical coverage provided to Employee.

c. 401(k) Plan. Company may, in its discretion, from time to time, establish and maintain, or participate in an affiliated company's, 401(k)-retirement plan. During the Term of this Agreement, Employee’s eligibility to participate in such plan shall be governed by the generally applicable terms and conditions of such plan, as such terms and conditions may be amended from time to time in the discretion of Company or such affiliated company.

d. Additional Benefits. Employee expressly agrees and acknowledges that following the Term of this Agreement, Employee will be entitled to no additional benefits except as otherwise specifically set forth in this Agreement, and except as specifically provided under the benefit plans referred to in this Section 4.4 and those benefit plans in which Employee may subsequently become a participant, subject in every case to the terms and conditions of each such plan.

The foregoing compensation shall constitute the entire consideration to be paid by the Company to Employee for all services that Employee performs for the Company hereunder other than Employee's performance of his obligations under Section 6. The foregoing compensation shall be separate and apart from other compensation that Employee shall be paid by divisions, subsidiaries and other affiliated entities of the Company.

5. Conflicts of Interest. During the period in which this Agreement is in effect, Employee shall devote his entire time, attention, energies and business efforts to his duties as an employee of the Company and to the business of the Company and its divisions, subsidiaries and other affiliated entities. During the period in which this Agreement is in effect, without the prior written consent of the Company, Employee (a) shall not engage, directly or indirectly, in any other business activity, (b) shall not act as a proprietor, partner, director, officer, employee, consultant, advisor, agent, representative or any other capacity (except as a beneficial owner of less than ten percent (10%) of the outstanding voting securities of an entity whose voting securities are traded publicly) of any entity other than the Company and its divisions, subsidiaries and other affiliated entities, regardless of whether such activity is for gain, profit or other pecuniary advantage, and (c) shall not allow or cause the Company or any of its divisions, subsidiaries or other affiliated entities to participate in any transaction with Employee, any of his relatives, or any entity in which Employee or any of his relatives has an interest.

6. Competitive Activities.

6.1. Competition. As an independent covenant, Employee shall not directly or indirectly engage, and shall not directly or indirectly become involved with (except as a beneficial owner of less than ten percent (10%) of the outstanding voting securities of an entity whose voting securities are traded publicly) any entity that directly or indirectly engages, in any business in which the Company or any of its divisions, subsidiaries or other affiliated entities is engaged. This covenant shall be effective during the period in which this Agreement is in effect.

6.2. Business Opportunities. As an independent covenant, Employee shall not directly or indirectly divert, take, solicit or accept or attempt to divert or take, whether on his own or on behalf of any other party, and shall not directly or indirectly become involved with (except as a beneficial owner of less than ten (10%) of the outstanding voting securities of an entity whose voting securities are traded publicly) any entity that directly or indirectly diverts, takes, solicits or accepts or attempts to divert or take, whether on its own behalf or on behalf of any other party, any customer of the Company or any of its divisions, subsidiaries or other affiliated entities. This covenant shall be effective during the period in which this Agreement is in effect and for one year thereafter.

6.3. Employees. As an independent covenant, Employee shall not directly or indirectly induce or influence or attempt to induce or influence, whether on his own behalf or on behalf of any other party, and shall not directly or indirectly become involved with (except as a beneficial owner of less than ten (10%) of the outstanding voting securities of an entity whose voting securities are traded publicly) any entity that directly or indirectly induces or influences or attempts to induce or influence, whether on its own behalf or on behalf of any other party, any employee of the Company to terminate his employment with the Company. This covenant shall be effective during the period in which this Agreement is in effect and for one year thereafter.

Employee understands and agrees that the purpose of the foregoing covenants is to protect the legitimate business interests of the Company and is not to restrict Employee's mobility or to prevent him from utilizing his general technical skills including but not limited to business knowledge, industry expertise and broad relationships.

7. Employee-Developed Intellectual Property.

7.1. Assignment. From the Effective Date of this Agreement the Employee hereby assigns, conveys and transfers to the Company all of his right, title and interest in and to any and all analyses, computer programs and software, customer lists and data, designs, discoveries, financial figures, formulae, ideas, improvements, inventions, know-how, methods, processes, specifications and other information and materials relating in any way to any of the businesses of the Company and its divisions, subsidiaries and other affiliated entities (the "Intellectual Property") that are conceived, created or developed by Employee, whether as a sole or joint originator, whether within or out of normal working hours, and whether on the premises of the Company or elsewhere, in connection with his employment with the Company (the "Employee-Developed Intellectual Property").

7.2. Property Rights. During the period in which this Agreement is in effect and thereafter, upon the request of the Company, Employee shall assist the Company in obtaining, maintaining, securing and enforcing any and all copyrights, patents, trademarks, service marks and other property rights relating to the Employee-Developed Intellectual Property for the benefit of the Company, including, without limitation, executing and delivering to the Company any and all documents and instruments requested by the Company for such purpose.

8. Confidential Intellectual Property. During the period in which this Agreement is in effect and thereafter, Employee shall not make or permit the making of any unauthorized disclosure, distribution, publication or use of any Intellectual Property of a confidential or trade secret nature (the "Confidential Intellectual Property") known to Employee; provided, however, that Employee may disclose, distribute, publish or use any Confidential Intellectual Property in situations in which and to the extent that the disclosure, distribution, publication or use thereof either (a) is necessary for the performance of his obligations hereunder or (b) is required to be disclosed in connection with a bona fide legal proceeding or governmental investigation, provided that Employee shall limit the disclosure, distribution, publication and use of such Confidential Intellectual Property to the maximum extent practicable under the circumstances. For the purposes hereof, the term "Confidential Intellectual Property" includes any and all Intellectual Property not generally known or available to the public relating or belonging to the Company or belonging to other parties to whom the Company may have an obligation of confidence.

9. Termination.

9.1. At End of Term. This Agreement and the rights and obligations of the Company and Employee hereunder shall terminate automatically, without any action by any party hereto, at the end of the term of this Agreement set forth in Section 2. Notwithstanding the termination of this Agreement as provided herein, the rights and obligations of the parties hereto under Sections 6, 7 and 8 shall continue in full force and effect for the periods stated therein. If this Agreement is terminated as permitted in this Section 9.1, then such termination shall be without liability to any party hereto.

9.2. By Agreement or For Cause. This Agreement and the rights and obligations of the Company and Employee hereunder may be terminated before the end of the term hereof only for the following reasons and in the indicated manners: (a) by the written agreement of the Company and Employee, in which case the termination shall be effective as of the date provided therein; (b) by the Company, if Employee (i) intentionally breaches or violates any of his obligations hereunder or (ii) intentionally commits any act or omission of or involving dishonesty, fraud, gross negligence or moral turpitude, whether or not in connection with his employment, by giving a notice of termination to Employee, in which event the termination shall be effective thirty (30) days after the delivery of such notice; or (c) by Employee, if the Company breaches or violates any of its obligations hereunder, by giving a notice of termination to the Company, in which event the termination shall be effective thirty (30) days after the delivery of such notice. Notwithstanding the termination of this Agreement as provided herein, the rights and obligations of the parties hereto under Sections 5, 6, 7 and 8 shall continue in full force and effect for the periods stated therein. If this Agreement is terminated as permitted in clause (a) of this Section 9.2, then such termination shall be without liability as permitted in clause (b) or (c) of this Section 9.2, then such termination shall be without prejudice to any and all claims, rights and remedies that the parties hereto may have against each other. Except as otherwise specifically set forth herein, in the event Employee’s employment is terminated for cause, all benefits set forth in this Agreement shall cease as of the last day of Employee’s employment hereunder.

9.3 Severance Payment.

a. In the event this Agreement is terminated by Company at the conclusion of the Initial Period or any Additional Period pursuant to Section 2 of this Agreement, or in the event Company fails to offer Employee a Renewal Agreement and Employee elects to terminate this Agreement as set forth in Section 2 of this Agreement, then Company’s sole obligation shall be to pay Employee (i) for all accrued but unused vacation (determined in accordance with Section 4.4 of this Agreement), which sum shall be paid to Employee, less all appropriate deductions and withholdings, in a single payment not more than thirty (30) days following the effective date of such termination; and (ii) a severance payment equal to the sum of (x) Employee’s then current base salary for twelve (12) months, plus (y) the annual bonus paid to Employee for the prior calendar year, which severance payment shall be paid to Employee, less all appropriate deductions and withholdings, in equal, bi-monthly installments over the twelve (12) month period commencing with the date of termination (the "Severance Period"). During the Severance Period, Company shall provide Employee with comprehensive health, disability, and life insurance policies providing benefits at least equivalent to those Employee received on the last day of the Term hereof.

b. In the event Employee rejects a Renewal Agreement offered employee pursuant to Section 2 of this Agreement, or in the event Company terminates this Agreement pursuant to Section 9.2(b) of this Agreement, or in the event Employee terminates this Agreement pursuant to Section 9.2(c) of this Agreement, then Company's sole obligation shall be to pay Employee for all accrued but unused vacation (determined in accordance with Section 4.4(a) of this Agreement), which shall be paid to Employee, less all appropriate deductions and withholdings, in a single payment not more than thirty (30) days following the effective date of such termination.

c. In the event Employee becomes permanently and totally disabled, or if Employee dies during the Term of this Agreement, then Employee, or Employee’s estate, as the case may be, shall be paid (i) for all accrued but unused vacation (determined in accordance with Section 9(a) of this Agreement), which sum shall be paid to Employee, less all appropriate deductions and withholdings, in a single payment not more than thirty (30) days following the effective date of such termination; and (ii) the sum of (x) Employee’s then current base salary through the end of the Term, and (y) Employee’s annual bonus for the prior calendar year for each calendar year through the end of the Term, which sum shall be paid to Employee, less all appropriate deductions and withholdings, in equal, bi-weekly installments through the end of the Term. The payments set forth in this Section shall be reduced by the amount of any benefits payable to Employee or Employee’s estate, as the case may be, under any disability or life insurance plan provided by, and the premiums of which are paid by, Company.

10. Miscellaneous Provisions.

10.1. Insurance. The Company, in its sole discretion, may apply for and obtain insurance on the life of Employee in such forms and amounts as the Company may determine from time to time. Any such insurance policy shall be owned by the Company for its own benefit, and Employee shall not have any interest therein or right to the proceeds thereof. Upon request by the Company, Employee shall submit to such medical examinations, supply such information, and execute and deliver such documents and instruments as any insurance company to which the Company has applied for such insurance may require.

10.2. Notices. All notices and other communications given by any party hereto in connection herewith (a) must be in writing and (b) may be served only by (i) depositing the same in the United States mail, properly addressed as provided herein, postage prepaid, registered or certified mail, and with return receipt requested, or (ii) delivering the same in person. Any notice or other communication deposited in the mail in the manner provided herein shall be effective upon the earlier to occur of receipt by the addressee or the expiration of three (3) days after the date on which it is so deposited, and any notice or other communication delivered in person shall be effective when it is received by the addressee. For the purpose hereof, the addresses of the parties hereto shall be as follows:

Company: RIO BRAVO OIL FIELD SERVICES, INC.

1610 Woodstead Court

Suite 330

The Woodlands, Texas 77380

Employee: COLEMAN PAYNE

1610 Woodstead Court, Suite 330 The Woodlands, Texas 77380

Any party hereto may change its address for the purposes hereof by giving written notice of such change of address to the other parties as specified herein.

10.3. Superseding Agreement. This Agreement supersedes all prior negotiations, understandings and agreements among the parties hereto relating to the subject matters hereof except where Employee has entered into separate Agreements with divisions, subsidiaries and other affiliated entities of the Company approved by the Company’s President or Board of Directors.

10.4. Amendments. No alterations, modifications, amendments or changes in this Agreement shall be effective or binding on any party hereto, unless the same shall be in writing and executed by all of the parties hereto.

10.5. Enforceability. This Agreement and all agreements and covenants made by the parties hereto under this Agreement shall inure to the benefit of, and be enforceable by and against, their respective heirs, successors, legal representatives and permitted assignees.

10.6. Assignments. The Company may assign, convey, transfer or otherwise dispose of all or any portion of its interest in this Agreement or its rights or obligations hereunder with prior written consent of Employee not to be reasonably withheld; provided, however, that any such permitted assignment, conveyance, transfer or other disposition shall not eliminate or limit the obligations hereunder of any assignee of the Company's interest herein. The rights and obligations of Employee hereunder are personal; therefore, Employee shall not assign, convey, transfer or otherwise dispose of, voluntarily or involuntarily, all or any portion of his interest in this Agreement or his rights or obligations hereunder. Any such assignment, conveyance, transfer or other disposition made or attempted by the Company or Employee in breach or violation of this Section 10.6 shall be null and void and of no effect.

10.7. Governing Law. This Agreement shall be governed by, construed under, and enforced in accordance with the laws of Texas.

10.8. Modification and Severability. If a court of competent jurisdiction declares that any provision of this Agreement is illegal, invalid or unenforceable, then such provision shall be modified automatically to the extent necessary to make such provision fully enforceable. If such court does not modify any such provision as contemplated herein, but instead declares it to be wholly illegal, invalid or unenforceable, then such provision as severed from this Agreement, and such declaration shall in no way affect the legality, validity and enforceability of the other provisions of this Agreement to which such declaration does not relate. In this event, this Agreement shall be construed as if it did not contain the particular provision held to be illegal, invalid or unenforceable, the rights and obligations of the parties hereto shall be construed and enforced accordingly, and this Agreement otherwise shall remain in full force and effect.

10.9. Captions. The captions contained herein are for the purpose of reference only and shall not affect in any way the meaning, interpretation or scope of this Agreement.

10.10. Waivers. Any waiver by any party hereto of any breach or violation of any provision of this Agreement by any other party shall not operate or be construed as a waiver by such party of any subsequent breach or violation thereof.

10.11. Remedies. Employee understands and hereby agrees that any breach or violation or threatened breach or violation by Employee of any of his obligations under Sections 5, 6, 7 and 8 will result in immediate and irreparable harm to the Company, and no adequate remedy at law is available to the Company for any such breach or violation or threatened breach or violation; therefore, upon any breach or violation or threatened breach or violation by Employee of any of his obligations under Sections 5, 6, 7 and 8, the Company shall be entitled to injunctive relief in any court of competent jurisdiction, provided that nothing contained herein shall be construed to prohibit the Company from pursuing any other remedy at law or in equity available to the Company therefor. The remedies of each party hereto under this Agreement shall be cumulative of each other and of the remedies at law or in equity available to the parties. Each party's full or partial exercise of any such remedy shall not preclude any subsequent exercise by such party of the same or any other remedy.

10.12. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original for all purposes, and all of which together shall constitute one and the same instrument.

10.13 MANDATORY Dispute Resolution. Except as provided in Section 10.11 of this Agreement, any and all disputes, controversies, or claims arising out of or relating to your employment or cessation of employment with Company shall be settled exclusively by final and binding arbitration in HOUSTON, Texas before an arbitrator selected in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association ("AAA"). Such disputes include, but are not limited to, claims arising under this Agreement as well as other employment-related legal claims such as discrimination or tort. Any arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules of the AAA.

11. General Confidentiality.

11.1 Generally. All Company information with which Employee deals and all nonpublic information concerning the Company's operations, business methods, business strategies and plans, including Intellectual Property shall constitute confidential information of the Company ("Confidential Information"). Employee shall hold all Confidential Information in the strictest confidence and shall protect all Confidential Information with the same degree of care that he exercises with respect to its own proprietary information. Without the prior written consent of the Company, the Employee shall neither use, disclose, divulge or otherwise disseminate any Confidential Information to any person or entity, except for an attorney and such other professionals as the Employee may retain in order for it to enforce the provisions of this Agreements.

11.2 Exceptions. Notwithstanding Section 11.1 hereof, Employee shall have no obligations with respect to any Confidential Information which (i) is or becomes within the public domain through no act of the Employee in breach of this Agreement, (ii) is lawfully received from another source subsequent to the date of this Agreement without any restriction on use or disclosure, (iii) is deemed in writing by the Company no longer to be Confidential Information, or (iv) is required to be disclosed by order of any court of competent jurisdiction or other governmental authority (provided in such latter case, however, that the Employee shall timely inform the Company of all such legal or governmental proceedings so that the Company may attempt by appropriate legal means to limit such disclosure, and the Employee shall further use its best efforts to limit the disclosure and maintain confidentiality to the maximum extent possible).

12. Morals. In addition to and not in limitation of any of the rights or remedies available to Company hereunder, if during the term of this Agreement Employee shall be charged with the commission of any act which is an offense involving moral turpitude under federal, state or local laws, or should Employee commit any act which would reasonably and objectively bring Company or its products into disrepute, contempt, scandal or ridicule, at any time, then Company shall be entitled to terminate this Agreement after giving Employee three (3) days notice to cure such offense, act or failure to perform. If Employee shall so fail to cure such offense, act or failure to perform within such three (3) day period, Company shall no longer be responsible for any further payments or benefits due hereunder.

13. Cooperation. Employee shall reasonably comply with all Company policies and procedures in place from time to time and shall conduct himself in a manner befitting of a member of management; shall conduct himself as a leader; foster a spirit of cooperation among all employees; and support management of the Company to his subordinates in all decisions. Employee shall follow directions given him by the Company’s President and Board of Directors.

This Agreement is executed by the parties effective July 1, 2014 (the “Effective Date”).

COMPANY:

RIO BRAVO OIL FIELD SERVICES, INC., a Texas corporation

By:

Print Name:

Title:

EMPLOYEE:

COLEMAN PAYNE,

an individual residing in Texas