Converted by EDGARwiz

0001511164-13-000081.txt : 20130220 0001511164-13-000081.hdr.sgml : 20130220 20130220171226 ACCESSION NUMBER: 0001511164-13-000081 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20130219 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130220 DATE AS OF CHANGE: 20130220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rangeford Resources, Inc. CENTRAL INDEX KEY: 0001438035 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 770707050 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-54306 FILM NUMBER: 13627767 BUSINESS ADDRESS: STREET 1: 8541 NORTH COUNTRY ROAD 11 CITY: WELLINGTON STATE: CO ZIP: 80549 BUSINESS PHONE: (970) 568-6862 MAIL ADDRESS: STREET 1: 8541 NORTH COUNTRY ROAD 11 CITY: WELLINGTON STATE: CO ZIP: 80549 8-K/A 1 rgfr8k_gneaddendum1251300008.htm FORM 8-K/A Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 19, 2013

(November 15, 2012)

RANGEFORD RESOURCES, INC.

(Exact name of registrant as specified in its charter)


Nevada	000-54306	777-116182
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)


5215 N. O’Connor Boulevard, Suite 1820, Irving, TX		75039
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (917-512-0848)


	8541 North Country Road 11, Wellington, CO 80549
	(Former name or former address, if changed since last report)

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:

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

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

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

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

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

On November 15, 2012, Rangeford Resources, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”) with Great Northern Energy, Inc. (“GNE”) to acquire a substantial non-operating working interest in oil assets in East Texas in consideration for a purchase price that includes: (a) a cash payment of $3,900,000 in the form of (i) a deposit of $100,000; (ii) a promissory note in the amount of $1,100,000; and (iii) a promissory note in the amount of $2,700,000 and (b) 6,500,000 shares of its restricted common stock, which Agreement was reported on a Current Report on Form 8-K filed with the SEC on November 21, 2012 (File No. 000-54306). The Company put forth a Letter of Addendum (the “Addendum”), dated January 25, 2013 to GNE, which modifies the terms of the Agreement as follows:

The Company and GNE agreed that the Effective Date shall be deemed to have occurred on January 25, 2013, and further agreed to extend the Termination Date for the Closing of the transfer of the Assets from GNE to the Company to no later than March 31, 2013.

The Company issued GNE a new promissory note in the amount of $1,113,260 in exchange for the promissory note in the amount of $1,100,000 issued to GNE on November 15, 2012. The new promissory note bears interest at eight percent (8%) per annum, is repayable commencing on February 15, 2013 and continuing in the increments and on the dates set forth below until paid in full and includes additional fees in the total amount of $145,958.30 on the following schedule:

February 15, 2013

$ 436,154.68

Principal, Interest and Additional Fees

June 15, 2013

$ 290,196.38

Principal and Interest

September 15, 2013

$ 290,196.38

Principal and Interest

December 15, 2013

$ 290,196.38

Principal and Interest

The Company and GNE extended the date for the payment of $1,200,000 under the $2,700,000 promissory note from December 1, 2012, to January 25, 2013; as of the date of this Report, $700,000 has been paid and upon payment of the additional $500,000, the initial payment will be satisfied.

The Company agreed to issue GNE an additional 900,000 shares of its restricted common stock, increasing the total amount of shares due under the Agreement to 7,400,000.

The Company and GNE agreed to reduce the amount of minimum working capital to be maintained by the Company from $1,400,000 to $150,000.

The Board of Directors approved the Addendum and the transactions contemplated thereby via unanimous written consent on January 30, 2013, with an effective date of February 5, 2013. The Addendum was executed on January 30, 2013 and the Company issued the shares required under the Addendum to GNE. However, the Company has not yet made the payments required as of the date of this Report under the Addendum. The parties continue to negotiate the terms of the transaction with GNE and therefore there can be no assurance that the acquisition contemplated by the Agreement will occur.

Further information (about the Company) can be found at the Company’s website, www.rangeford-resources.com , which is not incorporated in, and is not a part of, this Report.

This brief description of the Letter of Addendum to the Purchase and Sale Agreement and the new promissory note contained herein is only a summary of the material terms and is qualified in its entirety by reference to the full text of the form of the Letter of Addendum and form of the promissory note, copies of which are attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2, respectively.

We are also attaching forms of the original transaction documents entered into in November 2012 when we signed the Agreement with GNE.

Item 9.01 Exhibits


Exhibit No.	Description

10.1	Letter of Addendum dated as of January 25, 2013.
10.2	Form of new Promissory Note in the face amount of $1,113,260
10.3	Form of original Promissory Note in the face amount of $2,700,000
10.4	Form of original Promissory Note in the face amount of $1,100,000
10.5	Form of Registration Rights Agreement
10.6	Form of Investor Rights Agreement
10.7	Form of Security Agreement
10.8	Form of Purchase and Sale Agreement (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 21, 2012).

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.


Dated: February 19, 2013	Rangeford Resources, Inc.

	By:	/s/ Steven R. Henson
		Steven R. Henson

EX-10 2 excinvestorsrightsagreementg.htm EXHIBIT 10.6 Converted by EDGARwiz

RANGEFORD RESOURCES, INC.

INVESTORS’ RIGHTS AGREEMENT

This Investor’s Rights Agreement (this “Agreement”) is made as of November 15, 2012, by and among Rangeford Resources, Inc., a Nevada corporation (the “Company”), and Great Northern Energy, Inc., a Texas corporation (the “Investor”).

RECITALS

WHEREAS: The Company and Investor are parties to the Purchase and Sales Agreement of even date herewith, among the Company and the Investor (the “Purchase Agreement”), and it is a condition to the closing of the Purchase Agreement, regarding the 6,500,000 common shares and 3,500,000 shares available to GNE for trading (“GNE Shares”), as more fully addressed in the Purchase Agreement, that the Investor and the Company execute and deliver this Agreement.

NOW, THEREFORE: In consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

Section 1
Definitions

1.1

Certain Definitions

. As used in this Agreement, the following terms shall have the meanings set forth below:

(a)

“Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

(b)

“Common Stock” means the Common Stock of the Company.

(c)

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

(d)

“GNE Shares” shall mean the shares transferred to Investor pursuant to the Purchase Agreement.

(e)

“Holder” shall mean any Investor who holds Registrable Securities and any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been duly and validly transferred in accordance with Section Error! Referenc of this Agreement.

(f)

“Initial Closing” shall mean the date of the initial transfer of shares of the Company’s Common Stock pursuant to the Purchase Agreement.

(g)

“New Securities” shall have the meaning set forth in Section 2.1(a) hereto.

(h)

“Other Shares” shall mean shares of Common Stock, other than Registrable Securities (as defined below), (including shares of Common Stock issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with respect to which registration rights have been granted.

(i)

“Purchase Agreement” shall have the meaning set forth in the Recitals hereto.

(j)

The terms “register,” “registered” and “registration” shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement.

(k)

“Rule 145” shall mean Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission

(l)

“Rule 415” shall mean Rule 415 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

(m)

“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

(n)

“Selling Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder (other than the fees and disbursements of one special counsel to the Investor included in Registration Expenses).

(o)

“Shares” shall mean the GNE Shares.

Section 2
Right of First Refusal

2.1

Right of First Refusal

. The Company hereby grants to the Investor the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 2.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Investor’s pro rata share, for purposes of this right of first refusal, is equal to the ratio of (a) the number of shares of Common Stock owned by the Investor immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock held by said Investor) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise of all outstanding convertible securities, rights, options and warrants, directly or indirectly). This right of first refusal shall be subject to the following provisions:

(a)

“New Securities” shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights, convertible securities, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, exercisable or convertible into capital stock; provided that the term “New Securities” does not include:

(i)

the Shares;

(ii)

securities issued or issuable as a dividend or distribution on Stock of the Company or pursuant to any event for which adjustment is made;

(iii)

securities issued or issuable pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are approved by the Board of Directors of the Company;

(iv)

securities issued or issuable to banks, equipment lessors or other financial institutions pursuant to a commercial leasing or debt financing transaction approved by the Board of Directors of the Company;

(v)

shares of Common Stock issued or issuable in connection with any settlement of any action, suit, proceeding or litigation approved by the Board of Directors;

(vi)

securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Company;

(vii)

securities of the Company which are otherwise excluded by the affirmative vote or consent of the Investor of a majority of the Shares then outstanding; and

(viii)

any right, option or warrant to acquire any security convertible into the securities excluded from the definition of New Securities pursuant to subsections (i) through (xi) above.

(b)

In the event the Company proposes to undertake an issuance of New Securities, it shall give the Investor written notice of its intention, describing the type of New Securities, and their price and the general terms upon which the Company proposes to issue the same. The Investor shall have twenty (20) days after any such notice is mailed or delivered to agree to purchase such Holder’s pro rata share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company, in substantially the form attached hereto as Schedule 1, and stating therein the quantity of New Securities to be purchased.

(c)

In the event the Investor fails to exercise fully the right of first refusal within said twenty (20) day period (the “Election Period”), the Company shall have ninety (90) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within ninety (90) days from the date of said agreement) to sell that portion of the New Securities with respect to which the Investor’s right of first refusal option set forth in this Section 2.1 was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company’s notice to the Investor delivered pursuant to Section 2.1(b). In the event the Company has not sold within such ninety (90) day period following the Election Period, or such ninety (90) day period following the date of said agreement, the Company shall not thereafter issue or sell any New Securities, without first again offering such securities to the Investor in the manner provided in this Section 2.1.

Section 3
Miscellaneous

3.1

Amendment

. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Investor.

3.2

Notices

. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, and/or delivered by hand or by messenger addressed:

Great Northern Energy, Inc.

Attn: Joe Loftis

5215 N. O’Connor Blvd., Suite 1820

Irving, Texas 75039

To the Company:

Rangeford Resources, Inc.

_________________________

With respect to any notice given by the Company under the Company’s charter or bylaws, each Investor agrees that such notice may be given by facsimile or by electronic mail.

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally, or, if sent by registered or certified mail, upon its receipt or, if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon confirmation of delivery when directed to the electronic mail address set forth on Exhibit A hereto. In the event of any conflict between the Company’s books and records and this Agreement or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.

3.3

Governing Law

. This Agreement shall be governed in all respects by the internal laws of the State of Texas as applied to agreements entered into among Texas residents to be performed entirely within Texas, without regard to principles of conflicts of law.

3.4

Successors and Assigns

. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed. This Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

3.5

Entire Agreement

. This Agreement and the exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. No party hereto shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein.

3.6

Delays or Omissions

. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to 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-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 theretofore 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 to this Agreement, shall be cumulative and not alternative.

3.7

Severability

. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

3.8

Titles 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. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

3.9

Counterparts

. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument.

3.10

Telecopy Execution and Delivery

. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

3.11

Jurisdiction; Venue

. With respect to any disputes arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the state courts in Dallas County in the State of Texas (or in the event of exclusive federal jurisdiction, the courts of the Northern District of Texas). Notwithstanding the language in this clause, any and all disputes arising out of this Agreement are controlled by any agreements as to how disputes are resolved as outlined in the Purchase Agreement. Any conflict as to Jurisdiction, Venue, and the handling of disputes between this Agreement and the Purchase Agreement, the Purchase Agreement shall control.

3.12

Further Assurances

. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.

3.13

Attorneys’ Fees

. In the event that a dispute ensues and requires action to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

3.14

Aggregation of Stock

. All securities held or acquired by affiliated entities (including affiliated venture capital funds) or persons shall be aggregated together for purposes of determining the availability of any rights under this Agreement.

(Remainder of page intentionally left blank)

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement effective as of the day and year first above written.

RANGEFORD RESOURCES, INC.

A Nevada corporation

By:

Name:

Title:

INVESTOR:

GREAT NORTHERN ENERGY, INC.

A Texas corporation

By:

Name:

Title:

SCHEDULE 1

NOTICE AND WAIVER/ELECTION OF

RIGHT OF FIRST REFUSAL

I do hereby waive or exercise, as indicated below, my rights of first refusal under the Investor’s Rights Agreement dated as of [_____________] (the “Agreement”):

Waiver of 10 days’ notice period in which to exercise right of first refusal: (please check only one)

( )

WAIVE in full the 10 day notice period provided to exercise my right of first refusal granted under the Agreement.

( )

DO NOT WAIVE the notice period described above.

Issuance and Sale of New Securities: (please check only one)

( )

WAIVE in full the right of first refusal granted under the Agreement with respect to the issuance of the New Securities.

( )

ELECT TO PARTICIPATE in $__________ (please provide amount) in New Securities proposed to be issued by Prism Corporation, Inc., an Oklahoma corporation, representing LESS than my pro rata portion of the aggregate of $[_______] in New Securities being offered in the financing.

( )

ELECT TO PARTICIPATE in $__________ in New Securities proposed to be issued by Prism Corporation, Inc., an Oklahoma corporation, representing my FULL pro rata portion of the aggregate of $[_______] in New Securities being offered in the financing.

( )

ELECT TO PARTICIPATE in my full pro rata portion of the aggregate of $[_______] in New Securities being made available in the financing AND, to the extent available, the greater of (x) an additional $__________ (please provide amount) or (y) my pro rata portion of any remaining investment amount available in the event other Investors do not exercise their full rights of first refusal with respect to the $[_______] in New Securities being offered in the financing.

Date: ________________

(Print investor name)

(Signature)

(Print name of signatory, if signing for an entity)

(Print title of signatory, if signing for an entity)

This is neither a commitment to purchase nor a commitment to issue the New Securities described above. Such issuance can only be made by way of definitive documentation related to such issuance. Prism Corporation, Inc. will supply you with such definitive documentation upon request or if you indicate that you would like to exercise your first offer rights in whole or in part.

EX-10 3 exdregistrationrightsagreeme.htm EXHIBIT 10.5 Converted by EDGARwiz

EXHIBIT D

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 15, 2012, between Rangeford Resources, Inc., a Nevada corporation (the “Company”), and each of the one or more purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”). This Agreement shall be enforceable only to the extent that Purchasers are unable or ineligible to use and rely upon Rule 144(b) for resales of the shares without Registration.

The Company and each Purchaser hereby agree as follows:

Definitions

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement or the agreements delivered pursuant thereto shall have the meanings given such terms in the Purchase Agreement or such agreements. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

“Effectiveness Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 180th calendar day following the date hereof (or, in the event of a “full review” by the Commission, the 270th calendar day following the date hereof) and with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the 60th calendar day following the date on which an additional Registration Statement is required to be filed hereunder; provided, however, that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above.

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Event” shall have the meaning set forth in Section 2(b).

“Event Date” shall have the meaning set forth in Section 2(b).

“Filing Date” means, with respect to the Initial Registration Statement required hereunder, the 180th calendar day following the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Initial Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Initial Shares” means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.

“Losses” shall have the meaning set forth in Section 5(a).

“Plan of Distribution” shall have the meaning set forth in Section 2(a).

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registerable Securities” means (i) all Conversion Shares issuable upon conversion of the duly issued Series A Preferred Stock when converted under the terms of the Designation of Rights and Privileges of Class A Preferred Convertible Secured Stock and all shares to be issued upon exercise of the Class A Warrants.

“Registration Statement” means the registration statement required to be filed hereunder and any additional registration statements contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Selling Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).

“SEC Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff and (ii) the Securities Act.

II.

Shelf Registration

On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(b), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day.

The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 am. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(h), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Put Shares (applied, in the case that some Put Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of shares of Common Stock set forth on Schedule 6(b) hereto which shall have been included on such Registration Statement shall be reduced by up to 100%.

If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) as to, in the aggregate among all Holders on a pro-rata basis based on their purchase of the Securities pursuant to the Purchase Agreement, a Registration Statement registering for resale all of the Initial Shares is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before June 30, 2013 or

(vi) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of I 5 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event,” and for purposes of clause (i), (iv) and (v) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five Trading Day period is exceeded, and for purpose of clause (iii) the date which such 10 calendar day period is exceeded, and for purpose of clause (vi) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.00% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The parties agree that the Company shall not be liable for liquidated damages under this Agreement with respect to any Warrants or Warrant Shares. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

III.

Registration Procedures.

In connection with the Company’s registration obligations hereunder, the Company shall:

Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto.

Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with this Section.

(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company may excise any information contained therein which would constitute material non-public information as to any Holder which has not executed a confidentiality agreement with the Company); and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

if during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.

Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information;

(iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that, any and all of such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided, further, that notwithstanding each Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgement that any such information is material, non-public information.

Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system need not be furnished in physical form.

Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to NASD Rule 2710, as requested by any such Holder, and the Company shall pay the filing fee required by such filing within two (2) Business Days of request therefore.

Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

If requested by a Holder, cooperate with such Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.

Upon the occurrence of any event contemplated by Section 3(d). as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

The Company shall be entitled to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(b), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12 month period.

Comply with all applicable rules and regulations of the Commission.

The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

IV.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and auditors) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) if not previously paid by the Company in connection with an Issuer Filing. with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with the FINRA pursuant to NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale. (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Indemnification.

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of’ such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to he stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof~ including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement. except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is judicially determined not to be entitled to indemnification hereunder.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.

The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

VI.

Miscellaneous.

Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be. in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Rcgistrable Securities pursuant to a Registration Statement.

Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(b).

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing. the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144(b) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement.

Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of a majority of the then outstanding Registrable Securities (including, for this purpose any Registrable Securities issuable upon exercise or conversion of any Security). If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Regisirable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(f).

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.

No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as set forth on Schedule 6(i), neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall he considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a PDF Format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or PDF signature page were an original thereof

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with Nevada Law.

Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

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

RANGEFORD RESOURCES, INC., a Nevada Corporation

By: ______________________________________

Name:

Title: President

Purchasers:

___________________________

Annex A

Plan of Distribution

Each Selling Stockholder (the “Selling Stockholders”) of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the [principal Trading Market] or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:

●

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

●

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

●

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

●

an exchange distribution in accordance with the rules of the applicable exchange;

●

privately negotiated transactions;

●

settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

●

broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

●

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

●

a combination of any such methods of sale; or

●

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933. as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440.

In connection with the sale of the common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding. directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(b) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Annex B

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock (the “Registrable Securities”) of Rangeford Resources, Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

Name.

(a)

Full Legal Name of Selling Securityholder

--------------------------------------------------------------------------------------------------------

(b)

Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

--------------------------------------------------------------------------------------------------------

(c)

Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):

---------------------------------------------------------------------------------------------------------

Address for Notices to Selling Securityholder:

--------------------------------------------------------------------------------------------------------------------

Telephone: ------------------------------------------------------------------------------------------------------

Fax: --------------------------------------------------------------------------------------------------------------

Contact Person: ------------------------------------------------------------------------------------------------

Broker-Dealer Status:

(a)

Are you a broker-dealer?

Yes [ ]

No [ ]

(b)

If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes [ ]

No [ ]

Note:

If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c)

Are you an affiliate of a broker-dealer?

Yes [ ]

No [ ]

(d)

If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes [ ]

No [ ]

Note:

If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Beneficial Ownership of Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase Agreement.

(a)

Type and Amount of other securities beneficially owned by the Selling Securityholder:

Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

-----------------------------------------------------------------------------------------------------------

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items I through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Date: ____________________

Beneficial Owner: _______________________________

By:__________________________________

Name:

Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

EX-10 4 exksecurityandpledgeagreemen.htm EXHIBIT 10.7 Converted by EDGARwiz

SECURITY AND PLEDGE AGREEMENT

THIS AGREEMENT, dated November 15, 2012, is made by Rangeford Resources, Inc., a Nevada corporation ("Pledgor") to Great Northern Energy, Inc. ("Lendors").

PRELIMINARY STATEMENTS:

Pledgor and Lendor have entered into two Promissory Notes dated as of even date herewith in the amounts of $1,100,000 and $2,700,000, respectively (said Notes, as it may hereafter be amended or otherwise modified from time to time, being the "Loans," "Loan Agreements," or "Notes" as used interchangeably herein) attached hereto as Exhibits A and Exhibit B. It is a condition precedent to the making of the Loans by that Pledgor shall have made the pledge contemplated by this Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce Lender to make the Loan, Pledgor hereby agrees as follows:

SECTION 1.

Pledge. Pledgor hereby pledges, transfers and assigns to Lender and assigns and grants to Lender a security interest in, the following (the "Pledged Collateral"):

All of the working interests and options of Rangeford Resources, Inc., a Nevada Corporation and any proceeds thereof, as further described in attached Exhibit C made a part hereof by this reference.

SECTION 2.

Security for Obligations. This Agreement secures the payment of all obligations present or future, direct or indirect, absolute or contingent, matured or not, of Pledgor to Lender under the Note evidencing the loan made thereunder, whether for principal, interest, fees, expenses or otherwise, and all obligations present or future, direct or indirect, absolute or contingent, matured or not of Pledgor to Lender under this Agreement or the Loan Agreement and Promissory Note (all such obligations of Pledgor being the "Obligations").

SECTION 3.

Delivery of Pledged Collateral.

(a)

All certificates, titles, invoices, purchase orders, or instruments representing or evidencing any Pledged Collateral (including without limitation the Pledged Shares upon the purchase thereof by Pledgor) shall be delivered to and held by or on behalf of Lender pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lender. Lender shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register in the name of Lender or any of its nominees any or all of the instruments representing the Pledged Collateral.

(b)

Pledgor shall upon the request of Lender deliver, or cause to be delivered to Lender any or all of the Pledged Collateral not referred to in Section 3(a) if Lender determines in its sole discretion that such delivery will enhance, protect, maintain, create or otherwise aid Lender in the perfection or maintenance of the security interests created hereby.

SECTION 4.

Perfecting Security Interest.

(a)

Pledgor shall cause a UCC-1 to be filed with the Secretary of State of Texas and Secretary of State of Nevada evidencing the pledge of Pledgor's assets as described Section 1 and Pledgor shall cause any other filings to be made and assist Lender in giving any notice as may be required to perfect or maintain Lender's security interest in Pledgor's assets.

SECTION 5.

Representations and Warranties. Pledgor represents and warrants as follows:

(a)

Pledgor is the full and legal owners of the Pledged Collateral, and no other person has or will have any superior right, title, interest or claim in or to the Pledged Collateral or to the proceeds thereof, or any part thereof.

(b)

Pledgor is, and as to any Pledged Collateral acquired after the date hereof, will be, the legal and beneficial owner of the Pledged Collateral free and clear of any lien, security interest, option or other charge or encumbrance, except for the security interest created by this Agreement.

(c)

The pledge of the Pledged Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Pledged Collateral securing the payment of the Obligations.

(d)

Pledgor is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power, capacity and authority (i) to own, lease and operate its assets, properties and business and to carry on its business as now being conducted, and (ii) to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, the Loan Agreement and the Promissory Note and the consummation of the transactions contemplated hereby and therein have been duly authorized by all necessary corporate action by Pledgor.

(e)

The execution, delivery and performance by Pledgor of this Agreement do not and will not violate or conflict with or result in a breach of or constitute (or with notice or lapse of time or both constitute) a default under (a) the incorporating documents or by-laws, (b) any indenture, mortgage, bond, license, permit or loan or credit agreement or any other agreement or instrument to which Pledgor is a party or by which Pledgor or any of its properties may be bound or affected or (c) any statute or law or judgment, decree, order, writ, injunction, regulation or rule of any court or governmental authority of any state or of the United States or any political subdivision of the foregoing. The execution, performance and delivery by Pledgor of this Agreement will not result in the creation of any lien with respect to the assets of Pledgor except for the lien created hereby with respect to the Pledged Collateral.

(f)

This Agreement constitutes a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, winding up, moratorium or other similar laws now or hereafter in effect relating to the enforcement of creditors' rights and (ii) general equitable principles including rules governing the granting of specific performance and injunctive relief, which are within the discretion of the court having jurisdiction.

(g)

No authorization, consent, validation, approval, license, qualification or forma exemption from, and no filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other person, whether located in the United States or elsewhere, is required (i) in connection with the authorization, execution, delivery or performance by Pledgor of this Agreement, Promissory Note and the transactions contemplated thereby, (ii) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance by Pledgor of this Agreement and Promissory Note (ii) for the pledge by Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery or performance of the Promissory Note by Pledgor or (iii) for the exercise by Lender of any other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement.

(h)

Complete and correct copies of the incorporating documents and by-laws of Pledgor as of the date hereof have been provided to the Lender on or prior to the date hereof and are in full force and effect.

(i)

Except as disclosed herein there is no action, suit, inquiry, litigation, arbitration or administrative or legal proceeding presently pending or, to the best knowledge of Pledgor, threatened against Pledgor before any court or administrative agency of any country or subdivision thereof.

(j)

Neither Pledgor nor any portion of Pledgor's property is immune or exempt from the exercise of jurisdiction, whether arising through service or notice of judicial process, attachment or seizure prior to judgment, attachment or seizure in aid of execution following judgment or otherwise, by the courts of the State of Texas or any other state, province, country, nation or other territorial jurisdiction in which any portion of Pledgor's property is located or business is conducted except to the extent, if any, that jurisdiction may be limited by bankruptcy, insolvency, reorganization and other similar laws now or hereinafter in effect relating to the enforcement of creditors' rights generally.

(k)

Pledgor (i) is not an "investment company" as that term is defined in the Investment Company Act of 1940, as amended, (ii) does not directly or indirectly control and is not controlled by a company which is an "investment company" as that term is defined in such Act and (iii) is not otherwise subject to regulation under such Act.

(l)

The representations and warranties set forth herein hereof shall survive the execution of this Agreement and shall continue as long as there shall be any Indebtedness outstanding under this Agreement as if repeated and given again to Lender on each day during the term hereof.

SECTION 6.

Further Assurances. Pledgor agree that at any time and from time to time, at the expense of Pledgor, Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral, including without limitation filing one or more UCC-1s to protect Lender's security interest in Pledgor Rights and making any filing statement or appearance before or with any insurance commission or other regulatory authority. Pledgor authorizes Lender to file, in jurisdictions where this authorization will be given effect, a financing statement signed only by Lender covering the Pledged Collateral. Pledgor will join Lender at its request in executing all financial statements in form satisfactory to Lender and Pledgor will pay the cost of filing or recording any such financial statement or of this Agreement if it is deemed by Lender to be necessary or desirable.

SECTION 7.

Transfers and Other Liens

Pledgor agree that it will not (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged collateral, except in the ordinary course of production of gas into a pipeline, or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Pledged Collateral, except for the security interest under this Agreement.

SECTION 8.

Lender Appointed Attorney-in-Fact. Pledgor hereby appoint Lender as Pledgor's attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, from time to time in Lender's discretion to take any action and to execute any instrument which Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instrument made payable to Pledgor representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same.

SECTION 9.

Lender May Perform. If Pledgor fails to perform any agreement contained herein, Lender may itself perform, or cause performance of, such agreement, and the expenses of Lender incurred in connection therewith shall be payable by Pledgor under Section 11.

SECTION 10.

Remedies upon Default. An Event of Default shall be any breach or default under the Note secured hereby or this Agreement. If any Event of Default shall have occurred and be continuing:

(a)

Lender may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code (the "Code") in effect in the State of Texas, except as required by mandatory provisions of law and except to the extent that the validity or perfection of the security interest hereunder, or remedies hereunder, in respect of any particular Pledged Collateral are governed by the laws of a jurisdiction other than the State of Texas, at that time, and Lender may also, without notice except as specified below, exercise any voting or other consensual rights with respect to the Pledged Collateral, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of Lender's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Lender may deem commercially reasonable. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Lender shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b)

Any cash held by Lender as Pledged Collateral and all cash proceeds received by Lender in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Lender, be held by Lender as collateral for, and then or at any time thereafter applied in whole or in part by Lender against, all or any part of the Obligations in such order as Lender shall elect. Any surplus of such cash or cash proceeds and interest accrued thereon, if any, held by Lender and remaining after payment in full of all the Obligations shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus, provided that Lender shall have no obligation to invest or otherwise pay interest on any amounts held by it in connection with or pursuant to this Agreement.

(c)

All rights and remedies of Lender expressed herein are in addition to all other rights and remedies possessed by Lender in the Loan Agreement, all third party guaranties and any other agreement or instrument relating to the Obligations.

SECTION 11.

Expenses. Pledgor will upon demand pay to Lender the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which Lender may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of Lender hereunder of (iv) the failure by Pledgor to perform or observe any of the provisions hereof.

SECTION 12.

Security Interest Absolute. All rights of Lender and security interests hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of:

(i)

any lack of validity or enforceability of the Promissory Note, or any other agreement or instrument relating thereto;

(ii)

any change in the time, manner, place or terms of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Promissory Note;

(iii)

any sale, exchange, release, surrender or nonperfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations or any setoff against all or any of the Obligations; or

(iv)

any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or a third-party Pledgor.

SECTION 13.

Amendments, etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by Pledgor herefrom, shall in any event be effective unless the same shall be in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 14.

Addresses for Notices. All notices and other communications provided for hereunder shall be in writing (including telegraphic communication), mailed or telegraphed or delivered to it, addressed to it at such party's address specified in the Loan Agreement; or as to either party at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this Section. All such notices and other communications shall, when mailed or telegraphed, respectively, be effective when deposited in the mails or delivered to the telegraph company, respectively, addressed as aforesaid.

SECTION 15.

Continuing Security Interest; Transfer of Note. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until payment in full of the Obligations, (ii) be binding upon Pledgor, its successors and assigns and (iii) inure to the benefit of Lender and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), Lender may assign or otherwise transfer the Loan Agreement to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to Lender herein or otherwise. Upon the payment in full of the Obligations, Pledgor shall be entitled to the return, upon its request and at its expense, of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof.

SECTION 16.

Governing Law; Terms. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, except as required by mandatory provisions of law and except to the extent that the validity or perfection of the security interest hereunder, or remedies hereunder, in respect of any particular Pledged Collateral are governed by the laws of a jurisdiction other than the State of Texas. Unless otherwise defined herein or in the Note, terms defined in the Uniform Commercial Code in the State of Nevada are used herein as therein defined. Jurisdiction in any action involving this Agreement shall be in the State of Texas, Dallas County of Denver, District Court.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Pledgor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

RANGEFORD RESOURCES, INC.,

a Nevada Corporation

By:

President

Exhibit C

Lease Interests

Working Interest in the Jeems leases 40% BPO (NRI 75) and 35% APO (NRI 75%) + Options to exchange shares of RR @ $2.50 minimum assessed value/share for up to a total of 60% of WI (tax abatement included where applicable (subject to paragraph 6 below)

Working Interest in the OBENCO leases 10% BPO (NRI 75%) 7.5% APO (NRI 75%) + Options to exchange shares of RR @ $2.50 minimum assessed value /share for up to a total of 60% of WI (tax abatement included where applicable)

Working Interest in the New leases (Stephenson Adams and 21 wells therein) in a single new block as acquired in cash or stock as agreed when acquired by 2 /1/ 13. Working Interest of 40% BPO / 35% APO. on NRI of 75%.

Weyerheauser Block LOI assigned to Seller. Terms: No transfer will occur and no value for this block is given herein unless and until the Parties reach mutual agreement on such terms by December 30, 2012. Thereafter, in the absence of an agreement in fully executed form, the Weyerheauser project shall be the sole property of Seller. If no agreement is reached, RR claims no interest in such block nor it value as stated herein as to any part of the initial consideration for the remainder transaction.

Option on Talihina Block option (Nat Gas) in Oklahoma deal for one year maximum until 12/1/13. Terms: Additional stock and cash shall be agreed at the time of option exercised and based upon gas in place third party engineering analysis by qualified PE firm.

On the Jeems leases, GNE will drill the next 4 wells at no cost to RR (such wells have been promoted to investors), and RR will have a 40% of 25% participation in those wells, 1/8 (one-eighth) APO / 1/8 (one-eighth) BPO.

(PO defined as payback of the return of gross cash as invested one of a total amount of $2,700,000 less any unpaid note balances with no rework or upkeep costs added over time. Per AAPL 610 terms and COPAS Accounting Procedure.)

EX-10 5 lettterofaddendumextensionrr.htm EXHIBIT 10.1 Converted by EDGARwiz

Letter of Addendum to December 18, 2012 Extension, and Second Extension, to

RRI and GNE Purchase and Sales and Op Agreements

January 25, 2013

RE: Extension of Agreements and Funding / Stock Amounts.

Gentlemen,

Whereas, Rangeford Resources, Inc. (“RRI”) and Great Northern Enegy, Inc. (“GNE”) are party to a purchase and sale agreement dated as of November 15, 2012, which was subsequently amended on December 18, 2012 (collectively, the “Purchase and Sale Agreement”), to acquire a substantial non-operating working interest in oil assets in East Texas in consideration for a purchase price of $3,900,000, which is comprised of a deposit of $100,000 (the “Deposit”); a promissory note in the amount of $1,100,000 bearing 8% interest per annum, which is due and payable in full, twelve months from the date of the note, with four equal quarterly payments due beginning on December 1, 2012; (“Promissory Note No. 1”); a promissory note in the amount of $2,700,000, due on June 30, 2014, with initial payment of $1,200,000 due on December 1, 2012 and secured by the assets being purchased under the Agreement (“Promissory Note No. 2”); and 6,500,000 shares of the Company’s common stock. Both Promissory Notes are secured by a pledge and security agreement that grants a security interest in all of the assets purchased under the Purchase and Sale Agreement and any proceeds resulting therefrom to GNE (the “Pledge and Security Agreement”);

Whereas, RRI has notified GNE that it is unable to comply with terms of the Purchase and Sale Agreement as originally agreed to; and

Whereas, the parties desire to continue the relationship in order to complete the transactions contemplated by the parties in the Purchase and Sale Agreement;

Now therefore, in consideration for the mutual consideration set forth herein, the parties do hereby agree to Amend the Purchase and Sale Agreement as follows:

Amendment to Article 1 – Purchase and Sale

Section 1.4 (a) shall be replaced in its entirety as follows:

(a) The “Effective Date,” for purposes of this Purchase and Sale Agreement, shall be deemed to have occurred on January 25, 2013. Thereafter, the Closing shall occur on such date that all of the conditions set forth in Article 9 to be satisfied have either been satisfied or waived, such period not to exceed March 31, 2013, at midnight (Central Standard Time).

II.

Amendment to Article 2 - Purchase Price

Article 2 of the Purchase and Sale Agreement shall be replaced in its entirety as follows:

2.1 (a) (1) On January 10, 2013 Purchaser paid Seller the sum of $100,000 in cash (the “Deposit”).

2.1 (a) (2) On November 15, 2012, Purchaser issued to Seller a promissory note in the principal amount of $1,100,000 (“Promissory Note No. 1”). On January 25, 2013, the Seller shall exchange Promissory Note No. 1 for a new promissory note to be issued by Purchaser in the amount of One Million One Hundred Thirteen Thousand Two Hundred and Sixty Dollars ($1,113,260) (“New Promissory Note No. 1”), which promissory note shall be repayable commencing upon February 15, 2013 and continuing in the increments on the dates set forth below until paid in full, bearing interest at eight percent (8%) per annum, plus additional fees in the total amount of $145,958.30 on the following schedule:

February 15, 2013

$ 436,154.68

Principal, Interest and Additional Fees

June 15, 2013

$ 290,196.38

Principal and Interest

September 15, 2013

$ 290,196.38

Principal and Interest

December 15, 2013

$ 290,196.38

Principal and Interest

2.1 (a) (3) On December 1, 2012, the Purchaser shall issued to Seller a note in the amount $2,700,000, bearing interest at 8% per annum, due May 1, 2013, with an initial payment of $1,200,000 due by January 25, 2013, secured by the assets being purchased hereunder ("Promissory Note No. 2" and, together with New Promissory Note No. 1, the "Notes"). Seller hereby acknowledges receipt of $700,000 from Purchaser, which has been paid to date and, that upon the payment of an additional $500,000 to Seller on or before January 25, 2013, that the initial payment will have been satisfied.

2.1 (b) In addition to the cash portion of the Purchase Price set forth herein, on or before January 25, 2013, Purchaser shall issue 7,400,000 of its restricted common shares (the “Shares”) to Seller or its designees and the parties shall execute the Investor Rights agreement attached as Exhibit C.

III.

Amendment to Article 3.1 - Operations and Management of the Assets

Article 3 shall be amended by replacing Section 3.1(b) as follows:

3.1 (b)

On January 25, 2013, Purchaser shall have working capital reserves equal or greater than $150,000, which shall be designated and reserved for the Seller's operational needs and JIB billings, and Purchaser further agrees that it shall promptly satisfy Seller invoices submitted to Purchaser for Seller’s operations up to such amount. This money is separate and distinct from the Purchase Price, and serves as a commitment to enhance the assets and support Seller's operations.

IV.

Amendment to Article 9 - Conditions to Closing

Article 9 shall be amended by replacing Sections 9.2 (e) (ii) and 9.2 (e) (vi) as follows:

9.2 (e) (ii) Purchaser will issue to Seller at the Effective Date: 7,400,000 common shares,

fully paid and non-assessable.

9.2 (e) (vi) On or before February 15, 2013, Seller shall have provided to Purchaser all documentation requested by Purchaser or Purchaser’s auditors necessary in order to complete an audit of the prior operations of the assets, in compliance with all applicable securities laws and regulations; provided, however, that in the event that such documentation is unavailable or cannot be provided without unreasonable effort, Seller may substitute another similar oil property or properties of equal or greater value, reasonably acceptable to Purchaser (the “Substituted Property”) together with all documentation required hereunder on or before February 15, 2013.

Amendment to Article 10 - Closing

Article 10 shall be amended by replacing Sections 10.1 (a), 10.1 (c), 10.3 (a) and 10.3 (b) as follows:

10.1 (a) Consummation of the purchase and sale transaction as contemplated by this Agreement (the "Closing"), shall, unless otherwise agreed to in writing by Purchaser and Seller, take place at 5215 N. O'Connor Boulevard, Suite 1820, Irving, Texas 75039 at 10:00 a.m., local time, on such date that all of the conditions set forth in Article 9 to be satisfied have either been satisfied or waived, but in no event later than March 31, 2013, subject to the rights of the parties under Article 11 hereof.

10.1 (c) If the Closing does not occur or if all of the conditions set forth in Article 9 have not been satisfied by March 31, 2013, then the Deposit payable pursuant to Section 2.1 (a) (1) or any portion thereof and any amounts otherwise paid pursuant to the Purchase and Sale Agreement, the Notes or any ancillary agreements shall be distributed as per Article 11.

10.3 (a) the Notes outlined in Section 2.1(a) (2) and (3), which total $3,813,260 exclusive of fees and interest, which form a portion of the Purchase Price;

10.3 (b) proof of a wire transfer of the $500,000, per Section 2.1(a) (3).

VI.

Amendment to Article 11 - Termination

Article 11 shall be amended by replacing Article 11 in its entirety as follows:

Section 11.1 Termination.

This Agreement shall be terminated: (i) at any time prior to Closing by the mutual written consent of Seller and Purchaser; (ii) if the Closing has not occurred on or

before March 31, 2013; provided that the right to terminate this Agreement under this Section 11.1(ii) shall not be available to Seller or Purchaser, as the case may be, if such party has breached or failed to perform any of its representations, warranties, covenants or obligations under this Agreement and such failure has been a material cause of, or resulted in, the failure of the Closing to occur by the Termination Date; (iii) by Purchaser if any condition set forth in Section 9.2 has not been satisfied or waived at the Closing or (iv) by Seller if any condition set forth in Section 9.1 has not been satisfied or waived at the Closing. The date that this Agreement is terminated shall be referred to as the “Termination Date.”

Section 11.2 Effect of Termination.

If this Agreement is terminated pursuant to Section 11.1, except as set forth in this Article 11, Section 6.6 and Section 7.5, which provisions shall continue in full force and effect, this Agreement shall become void and of no further force or effect and Seller shall be free immediately to enjoy all rights of ownership of the Assets and to sell, transfer, encumber or otherwise dispose of the Assets to any party without any restriction under this Agreement. Notwithstanding anything to the contrary in this Agreement, the termination of this Agreement under Section 11.1(ii) shall not relieve any party from liability for any failure to perform or observe in any material respect any of its agreements or covenants contained herein which are to be performed or observed at or prior to the Closing.

Section 11.3 Distribution of Deposit and Return of Payments Upon Termination.

(a) If this Agreement is terminated by Seller pursuant to Section 11.1(iv), Seller has performed or is ready, willing and able to perform all of its agreements and covenants contained herein which are to be performed or observed at or prior to the Closing, and Purchaser has failed to perform or observe in any material respects any of its agreements or covenants contained herein which are to be performed or observed at or prior to the Closing, then Seller: (i) may retain the $100,000 Deposit as liquidated damages as Seller's sole and exclusive remedy for any breach or failure to perform by Purchaser under this Agreement but shall return any amounts paid by Purchaser under the notes or otherwise up to the Termination Date, free of any claims by Seller or any other Person with respect thereto and Seller shall have no further liability hereunder of any nature whatsoever to Seller.

(b) If this Agreement is terminated by Purchaser pursuant to Section 11.1 (iii) or

Section 9.2, Purchaser has performed or is ready, willing and able to perform all of its agreements and covenants contained herein which are to be performed or observed at or

prior to the Closing, and Seller has failed to perform or observe in any material

respects any of its agreements or covenants contained herein which are to be performed

or observed at or prior to the Closing, then (i) Seller shall return the Deposit and any amounts paid by Purchaser to Seller under the Notes or otherwise up to the Termination Date, free of any claims by Seller or any other Person with respect thereto and Purchaser shall have no further liability hereunder of any nature whatsoever to Seller.

(c) If this Agreement is terminated by either party or mutually by both parties pursuant to Sections 11.1 (i) or 11.1 (ii), then (i) Seller shall return the Deposit and any amounts paid by Purchaser to Seller under the Notes or otherwise,, free of any claims by Seller or any other Person with respect thereto and Purchaser shall have no further liability hereunder of any nature whatsoever to Seller.

(d) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be entitled to receive interest on the Deposit or any other funds advanced hereunder, whether the Deposit and such other funds are applied against the Purchase Price or returned to Purchaser pursuant to this Section 11.3.

11.4

If the Closing (as defined herein), has not taken place for any reason, the parties will be deemed to have abandoned the Purchase and Sale Agreement and all ancillary agreements, with no further action required by either party, and all such agreements will be considered null and void and of no further force or effect, including but not limited to New Promissory Note No. 1 and Promissory Note No. 2 and, further, in such event, Seller agrees to return to Purchaser for cancellation the Shares and any amounts paid under the Notes or otherwise. Either party may require the other to sign a release to perfect the dissolution of the agreements should such event occur, and the parties each agree to execute any and all documents required to conclude such dissolution without objection or delay.

VII.

Additional Provisions

The following additional provisions shall supplement and amend the Purchase and Sale Agreement and ancillary agreements as follows:

The Purchaser shall file the Assignment of Working Interest currently being held by JW Law in escrow, and to make same effective as of December 1, 2012.

Contemporaneously with the issuance of New Promissory Note No. 1, the Seller shall return to Purchaser for cancellation Promissory Note No. 1 and all payments currently due or which may become due thereunder shall be deemed to have been waived by Seller without penalty interest or otherwise.

Except as expressly set forth herein, no terms of the Purchase and Sale Agreement or any ancillary agreements have been changed, altered or amended and all such agreements shall remain in full force and effect in accordance with their respective terms.

This document may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute one agreement.

Accepted and Agreed to by:

Rangeford Resources, Inc.

By: _____________________________________________________

[Name]

[Title]

Date January , 2013

And,

Great Northern Energy, Inc.

By: _____________________________________________________

[Name]

[Title]

Date January , 2013

EX-10 6 promnote27millionfinal.htm EXHIBIT 10.3 Converted by EDGARwiz

PROMISSORY NOTE

RANGEFORD RESOURCES, INC., UNTO GREAT NORTHERN ENERGY, INC. ET AL

Date ________________________

IT IS HEREBY AGREED AND UNDERSTOOD, FOR VALUE RECEIVED AND TRANSFERRED BY THE PARTIES TO DATE, THAT Rangeford Resources, Inc. agrees and promises to pay unto Great Northern Energy, Inc., or its assigned trusts or other parties designated by Great Northern Energy, Inc., the sum of Two Million Seven Hundred Thousand and no/100ths Dollars ($2,700,000.00) in cash and good funds by wire transfer as designated herein, commencing upon December 1^st, 2012 and continuing until paid in full , at an interest rate per annum of 8.0% (Eight Percent) on the following schedule:

December 1^st, 2012

$ 1,200,000.00

May 1^st, 2013

$ 1,568,000.00

Until the sum of $ 2, 768,000.00 (Two Million Seven Hundred Sixty Eight Thousand U S Dollars) is paid in full, and as agreed, which is inclusive of all interests due on the debt if paid on time.

This note is agreed to be secured by, and same security interest is hereby granted herein, a prior lien and preferential security interest in and to all of the assets and property so transferred from Great Northern Energy, Inc. unto Rangeford Resources, Inc. under and other related but separate agreements this date entered into and in force and effect as of the date of execution of this note. The perfection of these secured interests shall be made by Great Northern Energy, Inc. or its assigns hereunder, and in a form so as to notify the public of its ongoing interest and lien on such assets during the term of this note or any extensions thereof. Upon payment in full of this note or any extension thereof, Great Northern Energy, Inc. or its designated assignee shall promptly and upon demand file all require notices for release of this debt in full and shall perform all acts as may be required to prefect such release following payment in full.

The parties further agree that Great Northern Energy, Inc., or its assignees, shall have all statutory rights granted under the Laws of the State of Texas to collect any and all unpaid portions of this note at any time such are deemed in default by late payment beyond 5 business days after due date, failure to make a payment in full on the due date, including bankruptcy or insolvency. There shall be no notice required for curing of any condition of default, and if such is required by law, then the parties hereby waive such notice herein. Should Great Northern Energy, Inc. or its assigns be forced or elect to collect such payments or other condition or results of any default, or the entire amount remaining due, then the parties agree that Great Northern Energy, Inc. shall be due interest on the unpaid balance at the legal limit allowed under Texas Law, but not to exceed 12% per annum and all attorney fees for the collection of the debt until collected in full.

This note may be paid in full at any time before due date with no penalty as to any single payment or in full. Upon payment in full, Great Northern Energy, Inc. shall issue agreed releases of lien.

This note contains all provisions of the debt and terms of payment between the parties, except for those matters contained in the Pledge and Security Agreement securing this Note. An Exhibit of assets and encumbrance may be attached at the parties agreement to do so. The event of any disagreement over terms or conditions or performance of the note terms by either party will be settled by common rules and procedures of binding arbitration save and except where Great Northern is required to seek District Court ruling or orders to collect the debt or property subject hereto. This note is subject to agreed venue in the County of Dallas, State of Texas.

This note may be assigned by Great Northern Energy, Inc. without permission from Rangeford Resources, Inc., any assignor must give written notice to Rangeford Resources, Inc. ten days in advance of any assignment. Rangeford Resources may not further encumber, transfer or otherwise assign this note or the asset used to secure same without expressed permission from Great Northern Energy, Inc.

The corporation states that it is both in good standing and is fully authorized to execute and perform this note in every way agreed therein. The party signing this note has the authority to bind the corporation to the terms and conditions stated therein, and the corporation has passed Corporate Resolutions which adopt these terms and conditions as agreed, and make the note effective of December 1^st, 2012.

THIS NOTE IS NOT THE SAME NOR IN CONFLICT WITH A SECOND NOTE BETWEEN THE CORPORATIONS.

DONE AND AGREED, by the following parties, for

Rangeford Resources, Inc. ______________________________________ Its President

Notary Seals to follow

EX-10 7 promnotegncfinal.htm EXHIBIT 10.4 Converted by EDGARwiz

PROMISSORY NOTE

RANGEFORD RESOURCES, INC., UNTO GREAT NORTHERN ENERGY, INC. ET AL

Date ___________________________

IT IS HEREBY AGREED AND UNDERSTOOD, FOR VALUE RECEIVED AND TRANSFERRED BY THE PARTIES TO DATE, THAT Rangeford Resources, Inc. agrees and promises to pay unto Great Northern Energy, Inc., or its assignees the sum of One Million One Hundred Thousand and no/100ths Dollars ($1,100,000) in cash and good funds by wire transfer as designated herein, commencing upon December 1^st, 2012 and continuing in the increments on the dates set forth below until paid in full , bearing interest at per annum, on the following schedule:

December 1^st, 2012

$ 247,500.00

Principal and Interest

March 1^st, 2013

$ 247,500.00

Principal and Interest

June 1^st, 2013

$ 247,500.00

Principal and Interest

September 1^st, 2013

$ 247,500.00

Principal and Interest

December 1^st, 2013

$ 247,500.00

Principal and Interest

Until the sum of $ 1, 237,500.00 (One Million Two Hundred Thirty Seven Thousand Five Hundred U S Dollars) is paid in full, and as agreed, which is inclusive of all interest due on the debt if paid on time.

Northern Energy, Inc. unto Rangeford Resources, Inc. under other related but separate agreements this date entered into and in force and effect as of the date of execution of this note. The perfection of these secured interests shall be made by Great Northern Energy, Inc. or its assigns hereunder, and in a form so as to notify the public of its ongoing interest and lien on such assets during the term of this note or any extensions thereof. An agreed listing of the transferred assets shall be provided one to the other party at closing. Upon payment in full of this note or any extension thereof, Great Northern Energy, Inc. or its designated assignees shall promptly and upon demand file all required notices for release of this debt in full and shall perform all acts as may be required to prefect such release following payment in full.

The parties further agree that Great Northern Energy, Inc., or its assignees shall have all statutory rights granted under the Laws of the State of Texas to collect any and all unpaid portions of this note at any time such are deemed in default by late payment beyond 5 business days after due date, failure to make a payment in full on the due date, or bankruptcy or insolvency. There shall be no notice required for curing of any condition of default, and if such is required by law, then the parties hereby waive such notice herein. Should Great Northern Energy, Inc. or its assigns be forced or elect to collect such payments or by reason of any default, or the entire amount remaining due, then the parties agree that Great Northern Energy, Inc. shall be due interests on the unpaid balance at the legal limit allowed under Texas Law not to exceed 12% per annum, and all attorney fees for the collection of the debt until collected in full.

This note may be paid in full at any time before due date with no penalty as to any single payment or in full. Upon payment in full, Great Northern Energy, Inc. shall issue agreed releases of lien. In the event that Rangeford Resources Inc. should become insolvent, bankrupt, unable to pay any payment.

This note contains all provisions of this debt and terms of payment between the parties as to this debt, except for those matters contained in the Pledge and Security Agreement. An Exhibit of assets and encumbrance may be attached at the parties agreement to do so. The event of any disagreement over terms or conditions or performance of the note terms by either party will be settled by common rules and procedures of binding arbitration save and except where Great Northern is required to seek District Court ruling or orders to collect the debt or property subject hereto. This note is subject to agreed venue in the County of Dallas, State of Texas.

This note may be assigned by Great Northern Energy, Inc. without permission from Rangeford Resources, Inc. Any Assignor must give written notice to Rangeford Resources, Inc. ten days in advance of any assignment. Rangeford Resources may not further encumber, transfer or otherwise assign this note or the asset used to secure same without expressed permission from Great Northern Energy, Inc.

The undersigned corporation states that it is in good standing and is fully authorized to execute and perform this note in every way agreed therein. The party signing this note has the authority to bind the corporation to the terms and conditions stated therein, and the corporation has passed a Corporate Resolution, which authorize and adopt these terms and conditions as agreed, and make the note effective of December 1^st, 2012.

DONE AND AGREED, by the following parties, for

Rangeford Resources, Inc. ______________________________________ Its President

Notary Seals to follow

EX-10 8 rgfrgnenewpromnote1000080487.htm EXHIBIT 10.2 Converted by EDGARwiz

PROMISSORY NOTE

RANGEFORD RESOURCES, INC., UNTO GREAT NORTHERN ENERGY, INC. ET AL

Date January 25, 2013

IT IS HEREBY AGREED AND UNDERSTOOD, FOR VALUE RECEIVED AND TRANSFERRED BY THE PARTIES TO DATE, THAT Rangeford Resources, Inc. agrees and promises to pay unto Great Northern Energy, Inc., or its assignees the principal sum of One Million One Hundred Thirteen Thousand Two Hundred and Sixty and no/100ths Dollars ($1,113,260) in cash and good funds by wire transfer as designated herein, commencing upon February 15, 2013 and continuing in the increments on the dates set forth below until paid in full , bearing interest at eight percent (8%) per annum, plus additional fees in the total amount of $145,958.30 on the following schedule:

February 15, 2013

$ 436,154.68

Principal, Interest and Additional Fees

June 15, 2013

$ 290,196.38

Principal and Interest

September 15, 2013

$ 290,196.38

Principal and Interest

December 15, 2013

$ 290,196.38

Principal and Interest

Until the sum of $1,306,743.82 (One Million Three Hundred and Six Thousand Seven Hundred and Forty Three Dollars and Eighty Two Cents) is paid in full, and as agreed, which is inclusive of all interest and additional fees due on the debt if paid on time.

This note is agreed to be secured by, and same security interest is hereby granted herein, a prior lien and preferential security interest in and to all of the assets and property so transferred from Great Northern Energy, Inc. unto Rangeford Resources, Inc. under other related but separate agreements, including but not limited the Purchase and Sale Agreement as of November 15, 2012, which was subsequently amended on December 18, 2012, and further amended as of the date of execution of this note (collectively, the “Purchase and Sale Agreement”). The perfection of these secured interests shall be made by Great Northern Energy, Inc. or its assigns hereunder, and in a form so as to notify the public of its ongoing interest and lien on such assets during the term of this note or any extensions thereof. An agreed listing of the transferred assets shall be provided one to the other party at closing. Upon payment in full of this note or any extension thereof, Great Northern Energy, Inc. or its designated assignees shall promptly and upon demand file all required notices for release of this debt in full and shall perform all acts as may be required to prefect such release following payment in full.

make a payment in full on the due date, or bankruptcy or insolvency. There shall be no notice required for curing of any condition of default, and if such is required by law, then the parties hereby waive such notice herein. Should Great Northern Energy, Inc. or its assigns be forced or elect to collect such payments or by reason of any default, or the entire amount remaining due, then the parties agree that Great Northern Energy, Inc. shall be due interests on the unpaid balance at the legal limit allowed under Texas Law not to exceed 12% per annum, and all attorney fees for the collection of the debt until collected in full.

This note contains all provisions of this debt and terms of payment between the parties as to this debt, except for those matters contained in the Pledge and Security Agreement and the Purchase and Sale Agreement. An Exhibit of assets and encumbrance may be attached at the parties agreement to do so. The event of any disagreement over terms or conditions or performance of the note terms by either party will be settled by common rules and procedures of binding arbitration save and except where Great Northern is required to seek District Court ruling or orders to collect the debt or property subject hereto. This note is subject to agreed venue in the County of Dallas, State of Texas. Notwithstanding anything to the contrary contained herein, in the event that the Purchase and Sale Agreement is deemed to have been abandoned pursuant to Article 11 of the Purchase and Sale Agreement, as amended, then this note shall be deemed to be null and void and shall be returned to Rangeford Resources, Inc. for cancellation together with any payments made hereunder.

DONE AND AGREED, by the following parties, for

Rangeford Resources, Inc. ______________________________________ Its President

Notary Seals to follow