EXHIBIT 4.20 PACIFIC ENERGY RESOURCES LTD. 111 West Ocean Boulevard, Suite 1240 Long Beach, California 90802 SUBSCRIPTION AGREEMENT FOR UNITS (U.S. RESIDENTS) TO: Pacific Energy Resources Ltd. (the "CORPORATION") The undersigned (the "SUBSCRIBER")...Subscription Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
February 15, 2007 SWEPI LP 200 North Dairy Ashford Houston, Texas 77079 Attention: Mr. Spencer Cearley Onshore Land Wolverine Gas and Oil Corporation Richard D. Moritz, Vice President - Land One Riverfront Plaza - 55 Campau NW Grand Rapids, Michigan...Participation Agreement • February 12th, 2008 • Pacific Energy Resources LTD
EXHIBIT 10.15 SECURITIES PURCHASE AGREEMENT ----------------------------- LAURUS MASTER FUND, LTD. CARNEROS ACQUISITION CORP. GOTLAND OIL, INC.Securities Purchase Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXHIBIT 2.4 PURCHASE AND SALE AGREEMENT BY AND BETWEEN NOBLE ENERGY, INC.Purchase and Sale Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("AGREEMENT") is made and entered into effective as of the Closing. At the Closing, the Company will issue shares of Common Stock and Subscriber Warrants to the Subscribers...Registration Rights Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
PLEASE PRINT ALL INFORMATION (OTHER THAN SIGNATURES), AS APPLICABLE, IN THE SPACE PROVIDED BELOWSubscription Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 12th, 2008 • Pacific Energy Resources LTD • Delaware
EXHIBIT 10.11 FIRST AMENDMENT TO CONSULTING AGREEMENT --------------------------------------- This First Amendment to the Consulting Agreement ("Second Amendment") is made and entered into as of December 10, 2007 to amend that certain Consulting...Consulting Agreement • February 12th, 2008 • Pacific Energy Resources LTD
BETWEENPledge and Security Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXHIBIT 4.16 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE...Warrant Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
EXHIBIT 4.27 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE...Warrant Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
ISDA(R) International Swap Dealers Association. Inc. MASTER AGREEMENT dated as of November 30, 2006 BETWEEN J. ARON & COMPANY PACIFIC ENERGY RESOURCES LTD. ANDIsda Master Agreement • February 12th, 2008 • Pacific Energy Resources LTD
FIRST AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
INTERCREDITOR AGREEMENT SIDE AGREEMENTIntercreditor Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXHIBIT 10.9 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------------- This First Amendment to the Employment Agreement ("First Amendment") is made and entered into as of December 10, 2007 to amend that certain Employment...Employment Agreement • February 12th, 2008 • Pacific Energy Resources LTD
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 30th day of July 2005, between PACIFIC ENERGY RESOURCES LTD., a Delaware corporation ("PERL" or the "Company"), and DARREN KATIC ("Employee") (collectively the...Employment Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN PACIFIC ENERGY RESOURCES LTD., GOLDMAN, SACHS & CO., SPCP GROUP, L.L.C.Registration Rights Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXHIBIT 4.17 WARRANT PURCHASE AGREEMENT BY AND BETWEEN PACIFIC ENERGY RESOURCES LTD.Warrant Purchase Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXHIBIT 2.5 PURCHASE AND SALE AGREEMENT BY AND BETWEENPurchase and Sale Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
MADE BYDeed of Trust • February 12th, 2008 • Pacific Energy Resources LTD • California
THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made this 11 day of August 2006, between PACIFIC ENERGY RESOURCES LTD., a Delaware corporation ("PERL" or the "COMPANY"), and JEEVAN P. ANAND ("EMPLOYEE") (collectively...Employment Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT -----------------------------------------Membership Interest Purchase Agreement • February 12th, 2008 • Pacific Energy Resources LTD
ISDA (R)Novation Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
Exhibit 10.17 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Warrant Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
RECITALSEscrow Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
EXHIBIT 10.18 MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands Date: May 31, 2006 To Whom It May Concern: 1. To secure...Master Security Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXHIBIT 10.3 PACIFIC ENERGY RESOURCES LTD. AMENDED AND RESTATED 2006 SHARE OPTION PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Amended and Restated 2006 Share Option Plan of Pacific Energy Resources Ltd. as...Stock Option Agreement • February 12th, 2008 • Pacific Energy Resources LTD • Delaware
RECITALSCredit Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
RECITALSCredit Agreement • February 12th, 2008 • Pacific Energy Resources LTD • New York
ARTICLE 1 CONTRACT RATE AND AMORTIZATIONSecured Term Note • February 12th, 2008 • Pacific Energy Resources LTD • New York
EXHIBIT 4.10 PACIFIC ENERGY RESOURCES LTD. 1065 West Pier E St. Long Beach, California 90802-1015 UNIT SUBSCRIPTION AGREEMENT (U.S. RESIDENTS) TO: Pacific Energy Resources Ltd. (the "CORPORATION") AND TO: Energy Capital Solutions, LP (the "PLACEMENT...Unit Subscription Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
EXHIBIT 10.79 TRADING BAY FIELD JOINT OPERATING AGREEMENT BY AND BETWEEN UNION OIL COMPANY OF CALIFORNIAJoint Operating Agreement • February 12th, 2008 • Pacific Energy Resources LTD • Alaska
WITNESSETHIntercompany Services Agreement • February 12th, 2008 • Pacific Energy Resources LTD • Colorado
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into effective as of November 15, 2006. On the Closing Date, the Company will issue Units to the Subscribers upon the terms set forth in the Subscription...Registration Rights Agreement • February 12th, 2008 • Pacific Energy Resources LTD • California
