MANAGEMENT AGREEMENT
Exhibit 10.2
This Management Agreement is made and entered into on September 26, 2011 to be effective as of
the 1st day of September, 2011 by and between Delta Petroleum Corporation, a Delaware
corporation (“Delta”), and Amber Resources Company of Colorado, a Delaware corporation (“Amber”).
WHERAEAS, Delta and Amber were previously parties to that certain Agreement executed effective
October 1, 1998 providing, in essence, that subsequent to October 1, 1998 all management-related
and general and administrative costs of Amber and Delta, except direct costs for XXX’x, royalties,
and similar company specific items, shall be borne by Delta and for which Amber shall pay Delta
$25,000 on a quarterly basis (the “Former Management Agreement”); and
WHEREAS, Delta and Amber terminated the Former Management Agreement effective September 1,
2011; and
WHEREAS, Delta and Amber now wish to enter into a new Management Agreement pursuant to the
terms and conditions stated herein;
NOW, THEREFORE, in consideration of the facts and the mutual covenants recited herein and for
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties agree as follows:
1. Management Services. During the Term (as defined herein), Delta shall (a) timely
prepare any and all periodic and other reports that may be required to be filed by Amber with the
United States Securities and Exchange Commission from time to time pursuant to applicable rules and
regulations, and (b) provide to Amber such bookkeeping, accounting, billing, collection and other
administrative services as are necessary for Amber (the “Services”).
2. Compensation of Delta. For providing the employees and the Services, Amber shall:
(a) pay to Delta a management fee of $100.00 per quarter (the “Management Fee”); and
(b) reimburse Delta for any actual out-of-pocket expenses incurred by Delta in providing the
Services to Amber.
Amber shall pay all such amounts on a quarterly basis.
3. Mutual Disclaimers and Limitations of Liability.
3.1 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, DELTA SPECIFICALLY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES.
3.2 LIMITED LIABILITY. NEITHER PARTY SHALL BE LIABLE UNDER ANY CIRCUMSTANCES TO THE
OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT
LIMITED TO LOST PROFITS OR SAVINGS) ARISING FROM THIS AGREEMENT OR THE FAILURE TO PERFORM ANY
OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF THE PARTY AND
REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY
OTHER THEORY OF LEGAL LIABILITY. IN NO EVENT SHALL THE LIABILITY OF DELTA UNDER THIS AGREEMENT
EXCEED THE AMOUNT OF THE MANAGEMENT FEE ACTUALLY PAID BY AMBER TO DELTA UNDER THIS AGREEMENT.
4. Term.
4.1 Term. This Agreement will commence upon the Effective Date and will continue
until terminated as provided for herein (the “Term”).
4.2 Automatic Termination. This Agreement shall terminate automatically upon Delta
ceasing to own a majority of the issued and outstanding equity securities of Amber.
4.3 Termination by the Parties. This Agreement may be terminated at any time by
either party by providing written notice of such termination to the other party.
5. Miscellaneous Provisions.
5.1 Assignment. This Agreement is personal to the parties and may not be assigned,
sublicensed or otherwise conveyed without the written consent of the other party. Any attempt to
assign or grant sublicenses will be a violation of this Agreement.
5.2 Notices. Any notice or other correspondence regarding a breach or termination of
this Agreement must be in writing, delivered electronically, personally or by certified or
registered mail, addressed to the other party. Notice will be effective upon receipt.
5.3 Waiver. The failure or delay of a party at any time to enforce performance of any
provision of this Agreement will not be construed as a waiver of the right of such party to enforce
performance of such provision or of this Agreement at any subsequent time.
5.4 Governing Law. This Agreement will be governed and construed for all purposes
under and in accordance with the laws of the State of Colorado.
5.5 Entire Agreement. This Agreement may not be waived, amended or modified except by
the written agreement of both parties. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter contained herein and supersedes any and all prior and
contemporaneous promises, representations and agreements, oral or written.
5.6 Counterparts and Facsimile Signatures. This Agreement may be executed in
counterparts. Facsimile signatures to this Agreement shall be valid.
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This Agreement has been duly executed as set forth below and is effective as of the date first
written above.
| DELTA PETROLEUM CORPORATION | AMBER RESOURCES COMPANY OF COLORADO | |||||||||
By: |
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By: |
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| Title: Chief Financial Officer | Title: Chief Financial Officer | |||||||||
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