Exhibit 10.2
OPTION AGREEMENT
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THIS OPTION AGREEMENT (the "Agreement") is entered into as of October 31, 2010,
by and between Current Energy Partners Corporation, a Delaware corporation
("Grantor" or "CEP"), and High Plains Gas, LLC, a Wyoming limited liability
company ("Grantee" or "HPG").
RECITALS
A. CEP and HPG entered into that certain Convertible Note Purchase Agreement
dated as of September 3, 2010, (the "Original Note Purchase Agreement") and the
Amended and Restated Operations and Convertible Note Purchase Agreement dated
as of September 30, 2010, (the Amended Agreement), whereby CEP issued a
Convertible Promissory Note convertible into a 51% membership interest of CEP -
M Purchase, LLC ("M Purchase"), an entity currently 100% owned and controlled by
CEP. Grantee and M Purchase have entered into the certain Purchase and Sale
Agreement with Pennaco Energy, Inc. (a wholly owned subsidiary of Marathon Oil)
dated effective as of July 1, 2010, pursuant to which M Purchase will acquire
certain producing, non-producing oil, gas and mineral leasehold and other
interests commonly referred to as the "Marathon Assets" located in Xxxxxxxx,
Xxxxxxxx and Xxxxxxx Counties, Wyoming (the "Marathon Assets").
B. On or before December 31, 2010, and assuming that closing on the Marathon
Assets by M Purchase has been fully completed, HPG intends to convert the
Convertible Note into the 51% membership interest in M Purchase.
C. By and through this Agreement, Grantor agrees to sell to Grantee an
option to purchase the remaining 49% membership interest in M Purchase entity at
a price and methodology agreed upon in this Agreement.
D. Effective October 25, 2010, HPG completed a reorganization transaction
with Northern Exploration, a publicly traded entity, pursuant to which HPG
became a wholly owned subsidiary of High Plains Gas, Inc. ("HPGI"), a publicly
trading company under the symbol "NXPN.OB" quoted for trading on the over the
counter bulletin board.
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1
Grant of Option
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(a) Grantor hereby grants to Grantee, for $100, the covenants and
promises contained herein, and other good and valuable consideration, the option
(the "Option") to purchase Grantor's Interest in M Purchase for the amount of
(i) $1,500,000 and (ii) 11,250,000 newly issued restricted shares of common
stock of HPGI (22,500,000 newly issued shares if the exercise is subsequent to
the proposed stock dividend referenced below) (the "Shares"), subject to the
terms and conditions set forth in this Agreement. Upon exercise of the Option,
Grantor shall execute and enter into a Member Interest Purchase Agreement in the
form as attached as Exhibit A hereto.
(b) In connection with the issuance of the Shares and the exercise of the
option set forth herein, Grantor agrees to execute and deliver to HPGI that
certain Lockup Agreement in the form set forth as Exhibit B hereto.
(c) Grantor acknowledges and agrees that the Board of Directors of HPGI has
approved a stock dividend of 1 share for every existing share of record of HPGI
as of November 5, 2010. The Shares issuable as consideration for the exercise
of the option reflected herein shall be entitled to the stock dividend.
(d) If at any time or from time to time HPGI shall propose to file on
its behalf or on behalf of any of its security holders a registration statement
under the Securities Act on Form X-0, X-0 or S-3 (or on any other form for
the general registration of securities), HPGI shall include in such
registration (and any related qualification under blue sky or other state
securities laws or other compliance) all the Shares. Such registration shall be
at the full cost and expense of HPGI. Notwithstanding the foregoing, if the
underwriter, broker-dealer or other financing source on whose behalf any such
registration statement is being filed requests that the Shares not be so
included, then they shall not be included in such Registration Statement.
ARTICLE 2
Term of Option
The Option shall be exercisable by Grantee commencing on November 6, 2010
and expiring at 12:01 a.m., Mountain Standard Time, on January 31, 2011.
ARTICLE 3
Manner of Exercising Option
Grantee may exercise the Option by delivering to Grantor a written notice (the
"Option Notice") on or before the expiration of the Option term. Within ten
(10) business days after Grantee's delivery of the Option Notice, Grantee and
Grantor shall together enter into a member interest purchase agreement, covering
Grantor's Interest, which member interest purchase agreement shall be in
substantially the same form as Exhibit A attached hereto ("Member Interest
Purchase Agreement") allowing for limited changes in facts or circumstances
occurring after the date of this Agreement.
ARTICLE 4
Assignment of Option
Grantee shall have the right to assign this Agreement and all of Grantee's
rights hereunder subject to Grantor's written consent, which consent shall not
be unreasonably withheld or delayed.
ARTICLE 5
Representations of Grantor
--------------------------
Grantor hereby represents and warrants to Grantee as follows:
(a) Grantor has full legal power to execute and deliver this Agreement and
to perform its obligations hereunder. All acts required to be taken by Grantor
to enter into this Agreement and to carry out the transactions contemplated
hereby and thereby have been properly taken; and this Agreement constitutes a
legal, valid and binding obligation of Grantor enforceable in accordance with
its terms. The execution, delivery and performance of this Agreement by Grantor
in accordance with its terms will not, with or without the giving of notice or
the passage of time, or both, conflict with, result in a default, right to
accelerate or loss of rights under, or result in the creation of any encumbrance
pursuant to, or require the consent of any third party or governmental
authority.
(b) Grantor is an "accredited investor" in accordance with Rule 504 of
Regulation D of the Securities Exchange Act of 1934, as amended.
(c) Grantor understands and agrees that the Shares are not registered with
the US Securities and Exchange Commission and consequently cannot be transferred
or assigned, and that there is and will be a limited public market therefore,
and, accordingly, that it may not be possible for Grantor readily, if at all, to
liquidate this investment in the Shares in case of an emergency or otherwise and
that the stock certificate(s) issued to Grantor in addition to any other legends
that may be imposed thereon, will contain the following legend: "THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY
OTHER APPLICABLE STATE SECURITIES ACT. THE SECURITIES MAY NOT BE PLEDGED, SOLD
OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACTS COVERING THE SECURITIES OR AN OPINION OF QUALIFIED COUNSEL OR OTHER
EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."
(d) Grantor has such knowledge and experience in financial, tax and business
matters as to be capable of evaluating the merits and risks of, and bearing the
economic risks entailed by, an investment in HPGI and of protecting its
interests in connection with this transaction. It recognizes that its
investment in HPGI involves a high degree of risk.
(e) Grantor acknowledges that it had the opportunity to review this
Agreement and the transactions contemplated by this Agreement with his or its
own legal counsel and investment and tax advisors. Grantor is relying solely on
such counsel and advisors and not on any statements or representations of
Grantor and/or HPGI or any of their representatives or agents for legal, tax or
investment advice with respect to this investment, the transactions contemplated
by this Agreement or the securities laws of any jurisdiction.
(f) The Shares are being acquired by Grantor for its own account, and for
investment purposes. Grantor agrees not to assign or in any way transfer
Grantor's rights to the Shares or any interest therein and acknowledges that
HPGI will not recognize any purported assignment or transfer except in
accordance with applicable Federal and state securities laws. No other person
has or will have a direct or indirect beneficial interest in the Shares.
Grantor agrees not to sell, hypothecate or otherwise transfer Grantor's Shares
unless the Shares are registered under Federal and applicable state securities
laws or unless, in the opinion of counsel satisfactory to HPGI, an exemption
from such laws is available.
(g) Grantor and its advisors (and its counsel), if any, have been furnished
or have had access to all documents filed with the SEC by HPGI and any and all
other materials relating to the business, finances and operations of Grantor and
HPGI and information it deemed material to making an informed investment
decision. Grantor and its advisors, if any, have been afforded the opportunity
to ask questions of Grantee and HPGI and its management. Grantor understands
that its investment involves a high degree of risk. Grantor is in a position
regarding HPGI , which, based upon employment, family relationship or economic
bargaining power, enabled and enables Grantor to obtain information from Grantee
and HPGI in order to evaluate the merits and risks of this investment. Grantor
has sought such accounting, legal and tax advice, as it has considered necessary
to make an informed investment decision with respect to this transaction.
(h) Neither Grantor nor HPGI, nor any of their affiliates, nor any person
acting on its or their behalf, has engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or sale of the Shares
(i) Grantor is not an officer, director or a person that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with HPGI or any "Affiliate" of the Company (as that
term is defined in Rule 405 of the Securities Act).
ARTICLE 6
Representations of Grantee
--------------------------
Grantee hereby represents and warrants to Grantor as follows:
(a) Grantee has full legal power to execute and deliver this Agreement and
to perform its obligations hereunder. All acts required to be taken by Grantee
to enter into this Agreement and to carry out the transactions contemplated
hereby and thereby have been properly taken; and this Agreement constitutes a
legal, valid and binding obligation of Grantee enforceable in accordance with
its terms. The execution, delivery and performance of this Agreement by Grantee
in accordance with its terms will not, with or without the giving of notice or
the passage of time, or both, conflict with, result in a default, right to
accelerate or loss of rights under, or result in the creation of any encumbrance
pursuant to, or require the consent of any third party or governmental
authority.
(b) The authorized capital stock of HPGI consists of 250,000,000 shares of
Common Stock, $0.001 par value per share ("Common Stock"), of which
approximately 65,000,000 shares of Common Stock are issued and outstanding as of
the date hereof. Subsequent to the stock dividend, a total of approximately
130,000,000 shares of common stock will be issued and outstanding. All of such
outstanding shares have been validly issued and are fully paid and
nonassessable.
ARTICLE 7
Notices
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All communications, notices and disclosures required or permitted by this
Agreement shall be in writing and shall be deemed to have been delivered at the
earlier of the date (a) when delivered personally or by messenger or by
overnight delivery service to an officer of the other party, (b) five days after
being mailed by registered or certified United States mail, postage prepaid,
return receipt requested, or (c) when received via telecopy, telex or other
electronic transmission, in all cases addressed to the person for whom it is
intended at his address set forth below or to such other address as a party
shall have designated by notice in writing to the other party in the manner
provided by this Article:
If to Grantor: Current Energy Partners Corporation
00000 Xxxxx Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxxx X. Xxxx
E-Mail: xxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx
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Current Energy Partners Corporation
00000 Xxxxx Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxx Xxxxxxx
E-Mail: xxxxxxxx@xxxxxxxxx.xxx
---------------------------------------
If to Grantee: High Plains Gas, LLC
000 X. Xxxxxxx Xx.
Xxxxxxxx, Xxxxxxx 00000
Phone: 000-000-0000
Fax: (000) 000-0000
Attn: Xxxxxx Xxxxxxxxx
E-Mail: Xxxxxxxxx_xxx@xxxxxxx.xxx
---------------------------------------
With a copy to:
Xxxxxx Law Group
0000 X Xxxxxxx, Xxx 0000
Xxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attn: M. Xxxxxxx Xxxxxx
E-Mail: xxxxxxx@xxxxxxxxx.xxx
(Any Party may change its address by giving the other
Parties written notice of the new address in the manner set
forth above.)
ARTICLE 8
Attorneys' Fees
In the event of any action, arbitration, or proceeding at law or in equity
between Grantor and Grantee to enforce any provision of this Agreement or to
protect or establish any right or remedy of either party hereunder, the
unsuccessful party shall pay to the prevailing party all costs and expenses,
including reasonable attorneys' fees incurred therein by the prevailing party,
and if the prevailing party recovers judgment in any action, proceeding, or
arbitration, the costs, expenses and attorneys' fees shall be included in and as
a part of the judgment.
ARTICLE 9
Miscellaneous
(a) The rights and obligations of the Grantor and Grantee under this
Agreement shall inure to the benefit of, and bind, their respective successors
and assigns.
(b) Each party agrees to indemnify the other party from and against any
brokers or finders fee or similar obligation incurred by the indemnifying party
as a result of the negotiation or exercise of the Option.
(c) The captions used herein are for convenience of reference only and are
not part of this Agreement and do not in any way limit or amplify the terms and
provisions hereof.
(d) Time is of the essence with respect to each of the covenants and
conditions contained in this Agreement.
(e) This Agreement shall be interpreted in accordance with and governed by
the laws of the State of Nevada.
(f) This Agreement constitutes the entire agreement between Grantor and
Grantee with respect to the subject matter hereof and supersedes all prior
offers and negotiations, oral and written with respect to the subject matter
hereof. This Agreement may not be amended or modified in any respect whatsoever
except by an instrument in writing signed by Grantor and Grantee.
(g) Grantee and Grantor agree to execute all documents and instruments
reasonably required in order to consummate the terms and provisions herein
contemplated.
IN WITNESS WHEREOF, Grantor and Grantee have executed this Option Agreement as
of the date first above written.
GRANTOR:
CURRENT ENERGY PARTNERS CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
Its: Secretary Director
GRANTEE:
HIGH PLAINS GAS, LLC
By: /s/ Xxxx Xxxxxxxxx
Its: Managing Member
EXHIBIT A
FORM OF MEMBER INTEREST PURCHASE AGREEMENT
MEMBER INTEREST PURCHASE AGREEMENT
----------------------------------
This MEMBER INTEREST PURCHASE AGREEMENT is made as of ____________________,
2010, by and between Current Energy Partners Corporation, a Delaware corporation
("Seller"), and High Plains Gas, LLC, a Wyoming limited liability company
("Buyer").
RECITALS
--------
WHEREAS, Seller owns a forty -nine percent (49%) member interest ("Seller
Member Interest") in CEP -M Purchase, LLC, a Delaware limited liability company
("M Purchase"), which was formed pursuant to the CEP - M Purchase Operating
Agreement dated as of August 8, 2010 ("Operating Agreement");
WHEREAS, Through conversion of a Convertible Note, Buyer either owns or will own
upon conversion of the Convertible Note a fifty-one percent (51%) member
interest in M Purchase;
WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Seller
Member Interest in M Purchase, all on the terms and subject to the conditions
set forth herein; and
WHEREAS, Seller has previously granted an option to Buyer to purchase the Seller
Member Interest, which option Buyer has exercised;
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree
as follows:
ARTICLE I
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DEFINITIONS
-----------
When used in this Agreement, the following terms shall have the meanings
specified:
1.1. Affiliate
---------
shall mean, as to any person, any other person or entity that, directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with such person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "under common control
with" and "controlled by"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the
management or policies of such Person, whether through the ownership of voting
stock or other equity interests, by contract or otherwise.
1.2. Agreement
---------
shall mean this Member Interest Purchase Agreement, together with the Exhibits
and Schedules attached hereto, as the same may be amended from time to time in
accordance with the terms hereof.
1.3. Assignment
----------
shall mean the Assignment of Member Interest in substantially the form of
Exhibit B attached hereto.
---------
1.4. Books and Records
-----------------
shall mean original or true and complete copies of all of the books, records,
files, data and information of Seller relating to M Purchase and/or the design,
ownership, construction and operation of the M Purchase Assets prior to the
Effective Time, including without limitation Plans and Specifications.
1.5. Closing
-------
shall mean the meeting of the parties to be held at 9:00 a.m., local time, on
the Closing Date, at the offices of, or such other time and place as the parties
may mutually agree in writing.
1.6. Closing Date
------------
shall mean, 2010, or such other date as the parties may mutually agree in
writing.
1.7. Effective Time shall mean 12:01 a.m., Mountain Time, on the Closing
--------------
Date.
1.8. Marathon Assets
---------------
shall mean all assets owned by M Purchase and acquired in the acquisition from
Pennaco Energy, a subsidiary of Marathon Oil Company and all assets related
thereto.
1.9. GAAP shall mean generally accepted accounting principles of the United
----
States as applied by Seller in a manner consistent with prior periods.
1.10. Knowledge of Buyer shall mean the actual knowledge, after due inquiry,
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of the Buyer.
1.11. Knowledge of Seller shall mean the actual knowledge, after due
-------------------
inquiry, of the Seller.
1.12. Law shall mean any federal, state, local or other law or governmental
---
requirement of any kind, and the rules, regulations and orders promulgated
thereunder.
1.13. Lien shall mean any interest in property securing an obligation,
----
whether such interest is based on common law, statute or contract, and including
any restriction on the use, voting, transfer, receipt of income or other
exercise of any attributes of ownership, any security interest or lien arising
from a mortgage, claims, encumbrance, pledge, charge, easement, servitude,
security agreement, conditional sale or trust receipt or a lease, consignment or
bailment for security purposes. The term "Lien" shall also include pledges,
equities, charges, assessments, defects in title, encroachments and other
burdens, and other title exceptions and encumbrances affecting property of any
nature, whether accrued or unaccrued, or absolute or contingent.
1.14. Loss shall have the meaning given to such term in Section8.1(a).
---- -------------
1.15. Material Adverse Effect shall mean a material adverse effect on M
-----------------------
Purchase, the Seller Member Interest, the business to be conducted by M Purchase
or the ownership, maintenance and operation of the Marathon Assets.
1.16. Permitted Liens shall mean Liens (but only for amounts not yet due and
---------------
payable) securing taxes, assessments or governmental charges or levies, Liens of
an immaterial nature which could not reasonably be expected to have an adverse
effect on the ownership, maintenance and operation of the M Purchase Assets.
1.17. Purchase Consideration shall have the meaning given to such term in
----------------------
Section 2.2 hereof.
1.18. Required Consents shall mean those consents, approvals and waivers
-----------------
required from governmental authorities or other third parties that are necessary
or required in order to transfer the Seller Member Interest to Buyer and
otherwise give effect to the transactions contemplated herein (other than such
consents, the failure of which to obtain, taken as a whole, could not reasonably
be expected to have a Material Adverse Effect) and that are specifically
identified on Schedule1.20 attached hereto.
------------
1.19. Transaction Documents shall mean:
---------------------
(a) this Agreement;
(b) the Assignment;
(c) any Amendment to Operating Agreement; and
such other agreements and instruments as may be contemplated by this Agreement.
ARTICLEII
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PURCHASE AND SALE
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2.1. Purchase and Sale. Buyer and Seller hereby agree that at the Closing,
-----------------
and upon all of the terms and subject to all of the conditions of this
Agreement, Seller shall sell, convey, transfer and assign to Buyer, and Buyer
shall purchase and accept from Seller, the Seller Member Interest in M Purchase,
free and clear of all Liens, except Permitted Liens.
2.2. Purchase Consideration. In consideration of Seller's sale, conveyance,
----------------------
transfer, delivery and assignment to Buyer of the Seller Member Interest, at the
time of the Closing of this Agreement, Buyer shall (i) execute and deliver
12,250,000shares (25,000,000 shares if the proposed stock dividend has been
----------
completed) of common stock in High Plains Gas, Inc. a publicly traded entity,
formerly known as Northern Explorations LTD (NXPN), , and (ii) pay to Seller in
immediately available funds the sum of One Million Five Hundred Thousand Dollars
($1,500,000) .
2.3. Operating Agreement. Concurrently with the sale and purchase
-------------------
contemplated by Section 2.1, Seller and Buyer shall enter into the Amendment to
Operating Agreement in order to evidence the admission of Buyer as a member of M
Purchase and the respective rights and obligations of the parties with respect
to M Purchase.
2.4. Deliveries at Closing.
---------------------
(a) By Seller to Buyer. At the Closing, in addition to the Seller Member
Interest, Seller shall deliver the following items to Buyer, each properly
executed and dated as of the Closing Date by Seller and in form and substance
reasonably acceptable to Buyer:
(i) all Required Consents applicable to Seller in its own capacity and to
Seller in its capacities as a member and manager of M Purchase;
(ii) a certificate of the corporate secretary of Seller as to such matters
as may reasonably be requested by Buyer, and
(iii) all Transaction Documents.
(b) By Buyer to Seller. At the Closing, Buyer shall deliver the Purchase
Consideration and the following items to Seller, each properly executed and
dated as of the Closing Date by Buyer and in form and substance reasonably
acceptable to Seller:
(i) all Required Consents applicable to Buyer, in its own capacity and to
Buyer in its capacity as a member of M Purchase,
(ii) a certificate of the manager of Buyer as to such matters as may
reasonably be requested by Seller, and
(iii) all Transaction Documents.
(iv) Compensation Schedule of common stock outlined in Exhibit B
2.5. Sales Tax Exemption.
-------------------
To the extent applicable, at the Closing, Buyer will deliver to Seller
appropriate and customary sales tax exemption certificates relating to the
transfer of the Seller Member Interest contemplated hereby.
ARTICLE III
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REPRESENTATION AND WARRANTIES OF SELLER
---------------------------------------
Seller represents and warrants to Buyer that:
3.1. Corporate Standing.
------------------
Seller is a corporation duly organized and validly existing and in good standing
under the laws of the state of Delaware. Seller has the power to own its
property, and to execute, deliver and perform this Agreement and each of the
Transaction Documents applicable to it, and to carry on its business as now
being conducted. Seller is duly qualified to do business in and is in good
standing as a foreign corporation authorized to do business under the laws of
the State of Utah.
3.2. Authorizations; Binding Agreements.
----------------------------------
The execution, delivery and performance of this Agreement and the other
Transaction Documents by Seller and each conveyance, assignment, agreement, and
other document herein contemplated to be executed by Seller, have been duly
authorized by all necessary corporate action. This Agreement and the other
Transaction Documents and the conveyances, assignments, agreements, and other
documents herein contemplated to be executed, delivered and performed by Seller
are, or will be upon execution, legal, valid and binding obligations of Seller,
duly enforceable against Seller in accordance with their terms (subject,
however, to the effects of bankruptcy, insolvency, reorganization, moratorium,
and similar Laws from time to time in effect relating to the rights and remedies
of creditors as well as to general principles of equity). This Agreement and
the other Transaction Documents and the conveyances, assignments, agreements,
and other documents herein contemplated to be executed, delivered and performed
by Seller (i) do not and will not result in any violation of, conflict with or
default under the terms of any of Seller's organizational documents or the
Operating Agreement (nor, to the Knowledge of Seller, does there exist any
condition which upon the passage of time or the giving of notice would cause
such violation, conflict or default), and (ii) subject only to the Required
Consents, do not and will not result in any violation of, conflict with or
default under any contract or any other material permit, lease, venture,
indenture, mortgage, agreement, contract, judgment, order or other obligation or
restriction to which Seller, M Purchase, the Marathon Assets or the conduct of
the maintenance and operation of the M Purchase Assets may
be bound or encumbered (nor, to the Knowledge of Seller, does there exist any
condition which upon the passage of time or the giving of notice would cause
such violation, conflict or default).
3.3. No Actions Affecting Enforcement of the Agreement and the other
---------------------------------------------------------------
Transaction Documents.
---------------------
There are no actions, suits, or proceedings pending, or, to the Knowledge of
Seller, threatened, against Seller or M Purchase in any court, or administrative
governmental body or agency which will affect in any adverse manner the ability
of Seller to execute, deliver and perform this Agreement and the other
Transaction Documents. Subject only to the Required Consents and such consents
which the failure to obtain could not reasonably be expected to have a Material
Adverse Effect, Seller has obtained all permits, licenses, franchises,
authorizations, variances, exemptions, concessions, leases, instruments, orders,
consents or approvals of governmental entities and third parties necessary to
execute, deliver and perform this Agreement and the other Transaction Documents.
3.4. Taxes.
-----
All tax returns and reports relating to M Purchase and the conduct of the
construction, ownership, maintenance and operation of the M Purchase Assets
required by Law (including all federal, state, and local property tax, severance
and franchise tax Laws) to be filed by Seller prior to the Closing have been
timely filed or will be caused to be timely filed, including those tax returns
relating to periods prior to Closing that are not yet due, except for such
returns and reports which the failure to file could not reasonably be expected
to have a Material Adverse Effect on the M Purchase, the Seller Member Interest
or the ownership, maintenance and operation of the M Purchase Assets. All
taxes, assessments, fees, interest, penalties and other governmental charges
relating to M Purchase, the Seller Member Interest or the conduct of the
construction, ownership, maintenance and operation of the M Purchase Assets
prior to Closing have been paid when due and payable or payment has been
provided for, except for such taxes, assessments, fees, interest, penalties and
other governmental charges which the failure to pay could not reasonably be
expected to have a Material Adverse Effect on M Purchase, the Seller Member
Interest or the construction, ownership, maintenance and operation of the M
Purchase Assets.
3.5. Brokers or Finders Fees.
-----------------------
There is no obligation or liability, contingent or otherwise, for brokers or
finders fees created by Seller with respect to the matters provided for in this
Agreement and the other Transaction Documents. No obligation or liability for
brokers or finders fees created by Seller with respect to the matters provided
for in this Agreement and the other Transaction Documents shall be imposed upon
Buyer, M Purchase, the Seller Member Interest or the M Purchase Assets.
3.6. No Imposition of Liens.
----------------------
The execution, delivery and performance of this Agreement and the other
Transaction Documents by Seller shall not result in the imposition of any Lien,
other than Permitted Liens, upon M Purchase, the Seller Member Interest or any
of the M Purchase Assets or by which the ownership, maintenance and operation of
the M Purchase Assets may be bound or encumbered.
3.7. Title.
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(a) As of the date hereof, Seller owns, and as of the Effective Time, it
will own, good, valid and marketable title to all of the Seller Member Interest,
free and clear of any and all Liens, except for Permitted Liens. As of the
Effective Time, good, valid and marketable title to the Seller Member Interest
free and clear of all Liens, except for Permitted Liens, shall pass to Buyer.
(b) The M Purchase Assets to the best of Seller's knowledge are as outlined
in the Marathon Acquisition documents.
(c) As of the date hereof, M Purchase owns, and as of the Effective Time, it
will own, good, valid and marketable title to all of the M Purchase Assets, free
and clear of any and all Liens, except for Permitted Liens.
3.8. Pending Litigation.
------------------
There are no actions, suits, arbitrations or proceedings currently pending or,
to the Knowledge of Seller, threatened against Seller, M Purchase or the M
Purchase Assets. There are no outstanding or unsatisfied judgments, orders or
decrees to which Seller is bound.
3.9. Compliance With Laws.
--------------------
To the Knowledge of Seller, Seller and M Purchase are in compliance with all
orders, writs, injunctions, decrees, judgments, rulings, Laws, rules or
regulations of any governmental entity to which Seller, M Purchase and/or the M
Purchase Assets are subject, the violation of which could reasonably be expected
to have a Material Adverse Effect.
3.10. Environmental Conditions.
------------------------
(a) Definitions. When used in this Section:
-----------
(i) "Environmental Laws" shall mean all applicable laws (including common
law), rules, orders, regulations, statutes, ordinances, codes, decrees and
requirements of any Governmental Authority regulating, relating to or imposing
liability standards of conduct concerning any Hazardous Materials or
environmental protection.
(ii) "Governmental Authority" shall mean any federal, state, local,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, or any court, in each case having jurisdiction over the
applicable matter.
(iii) "Hazardous Materials" shall mean any solid waste, petroleum or
petroleum product, hazardous material, hazardous waste, infectious medical
waste, or hazardous or toxic substance defined or regulated as such in any
Environmental Law.
(b) Environmental Representations and Warranties:
(i) Seller represents that it has not managed Marathon Assets, operated the
Marathon Assets or conducted business or other activities at or from the
Marathon Asset properties in a manner that constituted or constitutes a
violation of any applicable Environmental Law;
(ii) Seller represents that it has not received any notices or claims that
it or M Purchase is a responsible party in connection with any claim or notice
asserted pursuant to 42 U.S.C. Section 9601 et seq., or any comparable state
Environmental Law, in connection with the M Purchase Assets.
3.11. Liabilities.
-----------
Except for disclosed liabilities underlying any Permitted Liens, Seller and M
Purchase have no liabilities which could reasonably be expected to have a
Material Adverse Effect following the Closing, nor has any condition existed or
any event occurred which could reasonably be expected to give rise to any such
liability.
3.12. Factual Representations.
-----------------------
(a) Each of the material facts regarding Seller, M Purchase and/or the M
Purchase Assets set forth in the due diligence information delivered to Buyer
was true and correct as of the date on which it spoke and remains true and
correct as of the date hereof unless superceded by subsequent disclosures.
(b) The information furnished by Seller to Buyer, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained therein statements not misleading.
3.13. Member Interests.
----------------
There are no outstanding options in or other rights to acquire all or any
portion of the Seller Member Interest or to Seller's knowledge, any interest in
M Purchase. Seller is not in default of any of its obligations under the
Operating Agreement. No event, act or omission has occurred that, with the
passage of time or notice, or both, would constitute a default or breach by
Seller under the Operating Agreement.
3.14. No Defaults.
-----------
Neither M Purchase nor Seller is in default under any instrument, and neither M
Purchase nor Seller has received any notification to the effect that any
contract, agreement or license relating to the Marathon Assets is not, or will
not be, in full force and effect, and neither M Purchase nor Seller has received
any notification of default, repudiation or disaffirmance from any other party
thereto and has no reason to believe that any contract, agreement or license
relating to the Marathon Assets will not be in full force and effect. Neither M
Purchase nor Seller knows of any default by any other party to a contract,
agreement or license relating to the Marathon Assets and no event of force
majeure or similar excuse exists under any such contract, agreement or license.
3.15. Employment Matters.
------------------
Neither Seller nor M Purchase is a party to any contract with any labor
organization or has recognized or agreed to recognize any union or other
collective bargaining unit. No union or other collective bargaining unit has
been certified as representing any of the employees engaged in the operation of
the business of M Purchase and neither Seller nor M Purchase has received any
request from any person or entity for recognition as a representative of
employees engaged in the operation of the business of M Purchase for collective
bargaining purposes.
ARTICLE IV
----------
REPRESENTATIONS AND WARRANTIES OF BUYER
---------------------------------------
Buyer hereby represents to Seller that:
4.1. Organization and Standing.
-------------------------
Buyer is a limited liability company duly organized, validly existing, and in
good standing under the laws of the State of Wyoming and has the power to own
its own property, and to execute, deliver and perform this Agreement and each of
the Transaction Documents, and to carry on its business as now being conducted.
4.2. Authorizations; Binding Agreements.
----------------------------------
The execution, delivery, and performance of this Agreement and the other
Transaction Documents by Buyer and of each conveyance, assignment, agreement,
and other document herein contemplated to be executed by Buyer have been fully
authorized. This Agreement and the other Transaction Documents and the
conveyances, assignments, agreements, and other documents herein contemplated to
be executed, delivered and performed by Buyer are, or will be upon execution,
legal, valid and binding obligations of Buyer, duly enforceable against Buyer in
accordance with their terms (subject, however, to the effects of bankruptcy,
insolvency, reorganization, moratorium, and similar Laws from time to time in
effect relating to the rights and remedies of creditors as well as to general
principles of equity). This Agreement and the other Transaction Documents and
the conveyances, assignments, agreements, and other documents herein
contemplated to be executed, delivered and performed by Buyer (i) do not and
will not result in any violation of, conflict with or default under the terms of
Buyer's organizational documents, and (ii) subject only to the Required
Consents, do not and will not result in any violation of, conflict with or
default under any material permit, lease, venture, indenture, mortgage,
agreement, contract, judgment, order or other obligation or restriction to which
Buyer is bound (nor, to the Knowledge of Buyer, does there exist any condition
which upon the passage of time or the giving of notice would cause such
violation, conflict or default).
4.3. Brokers or Finders Fees.
-----------------------
There is no obligation or liability, contingent or otherwise, for brokers or
finders fees created by Buyer with respect to the matters provided for in this
Agreement and the other Transaction Documents. No obligation or liability for
brokers or finders fees created by Buyer with respect to the matters provided
for in this Agreement and the other Transaction Documents shall be imposed upon
Seller.
4.4. No Action Affecting Enforcement of the Agreement and the other
--------------------------------------------------------------
Transaction Documents.
---------------------
There are no actions, suits, or proceedings pending, or, to the Knowledge of
Buyer, threatened, against Buyer in any court, or administrative governmental
body or agency which will affect in any adverse manner the ability of Buyer to
execute, deliver and perform this Agreement and the other Transaction Documents.
ARTICLE V
---------
CERTAIN UNDERSTANDINGS AND AGREEMENTS
-------------------------------------
5.1. Reasonable Efforts.
------------------
Subject to the terms and conditions herein provided, each of the parties hereto
agrees to use its commercially reasonable efforts to take, or cause to be taken,
all action, and to do, or cause to be done, all things necessary, proper and
advisable under applicable Law, and to obtain the Required Consents, necessary
to consummate and make effective the transactions contemplated by this
Agreement. In case at any time after the Effective Time any further action is
necessary or desirable to carry out the purposes of this Agreement, the proper
officers and members of each party to this Agreement shall take all such
necessary action. Buyer and Seller will execute any additional instruments
necessary to consummate the transactions contemplated hereby.
ARTICLE VI
----------
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER
------------------------------------------------
Each and every obligation of Buyer to be performed on the Closing Date
shall be subject to the satisfaction, prior to or at the Closing, of the
following express conditions precedent:
6.1. Compliance with Agreement.
-------------------------
Seller shall have performed and complied in all material respects with all of
its obligations under this Agreement which are to be performed or complied with
by it prior to or on the Closing Date.
6.2. Proceedings and Instruments Satisfactory.
----------------------------------------
All proceedings, corporate or other, to be taken by Seller in connection with
the transactions contemplated by this Agreement, and all agreements,
instruments, and other documents incident thereto, including, but not limited to
the Transaction Documents shall be executed and delivered by the parties thereto
on the Closing Date and be reasonably satisfactory in form and substance to
Buyer.
6.3. No Litigation.
-------------
No investigation, suit, action or other proceedings (including, without
limitation, any petition relating to Seller or M Purchase under the Bankruptcy
Code or similar federal or state Law) shall be threatened or pending before any
court or governmental agency that seeks restraint, prohibition, damages or other
relief in connection with this Agreement or the consummation of the transactions
contemplated hereby or in connection with obligations to creditors.
6.4. Representations and Warranties.
------------------------------
The representations and warranties made by Seller in this Agreement shall be
true and correct in all respects (as to representations and warranties qualified
or limited by the term "Material Adverse Effect," the word "material," or
phrases of like import), and in all material respects (as to representations and
warranties not so qualified or limited) as of the Closing Date with the same
force and effect as though said representations and warranties had been made on
the Closing Date.
ARTICLE VII
-----------
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER
-------------------------------------------------
Each and every obligation of Seller to be performed on the Closing Date
shall be subject to the satisfaction prior to or at the Closing of the following
express conditions precedent:
7.1. Compliance with Agreement.
-------------------------
Buyer shall have performed and complied in all material respects with all of its
obligations under this Agreement which are to be performed or complied with by
it prior to or on the Closing Date.
7.2. Proceedings and Instruments Satisfactory.
----------------------------------------
All proceedings, corporate or other, to be taken by Seller in connection with
the transactions contemplated by this Agreement, and all agreements,
instruments, and other documents incident thereto, including, but not limited to
the Transaction Documents shall be executed and delivered by the parties thereto
on the Closing Date and be reasonably satisfactory in form and substance to
Seller.
7.3. No Litigation.
-------------
No investigation, suit, action or other proceeding shall be threatened or
pending before any court or governmental agency that seeks restraint,
prohibition, damages or other relief in connection with this Agreement or the
consummation of the transactions contemplated hereby.
7.4. Representations and Warranties.
------------------------------
The representations and warranties made by Buyer in this Agreement shall be true
and correct in all respects (as to representations and warranties qualified or
limited by the term "Material Adverse Effect," the word "material," or phrases
of like import), and in all material respects (as to representations and
warranties not so qualified or limited) as of the Closing Date with the same
force and effect as though such representations and warranties had been made on
the Closing Date.
7.5. Access to Books, Records and Employees.
--------------------------------------
From and after the date of the Agreement, Seller will authorize and permit Buyer
and its respective representatives to have access during normal business hours,
upon reasonable notice and for reasonable purposes and in such manner as will
not unreasonably interfere with the conduct of Seller's business, to Books and
Records within the control of Seller that relate to the M Purchase and/or the
Marathon Assets, and to all books and records, files, documents and other
correspondence related to M Purchase and/or the Marathon Assets prior to the
Effective Time, which are not included among the Books and Records. Seller
agrees to maintain all books, records, files, documents and other correspondence
related to M Purchase and/or the Marathon Assets prior to the Effective Time in
accordance with its respective normal document retention practices after the
Closing Date.
ARTICLE VIII
------------
TERMINATION
-----------
8.1. Termination.
-----------
This Agreement may be terminated and the transactions contemplated hereby may be
abandoned as follows: (a) at any time prior to the Closing Date by mutual
written agreement between Seller and Buyer; or (b) by Seller if the Effective
Time shall not have occurred on or before January 31, 2011; provided, however,
-------- -------
that the right to terminate this Agreement pursuant to this clause (b) shall not
be available to any party whose failure to fulfill any obligation under
this Agreement has been the cause of, or resulted in, the failure of the
Effective Time to occur prior to such date.
8.2. Rights on Termination; Waiver.
-----------------------------
(a) If this Agreement is terminated pursuant to Section 8.1, all further
-----------
obligations of the parties under or pursuant to this Agreement shall be
terminated.
ARTICLE IX
MISCELLANEOUS
9.1. Entire Agreement; Amendment.
---------------------------
This Agreement and the documents referred to herein and to be delivered pursuant
hereto constitute the entire agreement between the parties pertaining to the
subject matter hereof, and supersede all prior and contemporaneous agreements,
understandings, negotiations and discussions of the parties, whether oral or
written, and there are no warranties, representations or other agreements
between the parties in connection with the subject matter hereof, except as
specifically set forth herein or therein. No amendment, supplement,
modification, waiver or termination of this Agreement shall be binding unless
executed in writing by the party to be bound thereby. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision of this Agreement, whether or not similar, nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided. The
representations and warranties of each party hereto shall be deemed to be
material and to have been relied upon by the other party.
9.2. Expenses.
--------
Except as otherwise specifically provided herein, each of the parties hereto
shall pay the fees and expenses of their respective counsel, accountants and
other experts and the other expenses incident to the negotiation and preparation
of this Agreement and consummation of the transactions contemplated hereby.
9.3. Governing Law; Consent to Jurisdiction.
--------------------------------------
This Agreement shall be construed and interpreted according to the laws of the
State of Nevada, without regard to the conflicts of law rules thereof. Either
party hereto may make service on the other party by sending or delivering a copy
of the process to the party to be served at the address and in the manner
provided for the giving of notices in Section 10.5 hereof.
------------
9.4. Assignment.
----------
Buyer may assign its rights and obligations under this Agreement upon the prior
written consent of Seller, which consent shall not be unreasonably withheld or
delayed.
9.5. Notices.
-------
All communications, notices and disclosures required or permitted by this
Agreement shall be in writing and shall be deemed to have been given at the
earlier of the date (a) when delivered personally or by messenger or by
overnight delivery service to an officer of the other party, (b) five days after
being mailed by registered or certified United States mail, postage prepaid,
return receipt requested, or (c) when received via telecopy, telex or other
electronic transmission, in all cases addressed to the person for whom it is
intended at his address set forth below or to such other address as a party
shall have designated by notice in writing to the other party in the manner
provided by this Section:
If to Seller: Current Energy Partners Corporation
00000 Xxxxx Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
Phone: 000-000-0000
Attn: Xxxxx X. Xxxx
If to Buyer: High Plains Gas, LLC (formerly Northern Exploration)
a publicly traded entity
000 X. Xxxxxxx Xx.
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxx Xxxxxxxxx
Copy to:
Xxxxxx Law Group
0000 X Xxxxxxx, Xxx 0000
Xxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attn: M. Xxxxxxx Xxxxxx
9.6. Counterparts; Headings.
----------------------
This Agreement may be executed in several counterparts, each of which shall be
deemed an original, but such counterparts shall together constitute but one and
the same Agreement. The Table of Contents and Article and Section headings in
this Agreement are inserted for convenience of reference only and shall not
constitute a part hereof.
9.7. Interpretation.
--------------
Unless the context requires otherwise, all words used in this Agreement in the
singular number shall extend to and include the plural, all words in the plural
number shall extend to and include the singular and all words in any gender
shall extend to and include all genders. All references to contracts,
agreements, leases or other understandings or arrangements shall refer to oral
as well as written matters. The specificity of any representation or warranty
contained herein shall not be deemed to limit the generality of any other
representation or warranty contained herein.
9.8. Severability.
------------
If any provision, clause or part of this Agreement, or the application thereof
under certain circumstances, is held invalid, the remainder of this Agreement,
or the application of such provision, clause or part under other circumstances,
shall not be affected thereby.
9.9. No Reliance.
-----------
No third party is entitled to rely on any of the representations, warranties and
agreements contained in this Agreement. Buyer and Seller assume no liability to
any third party because of any reliance on the representations, warranties and
agreements of Buyer or Seller contained in this Agreement. Nothing contained in
this Agreement shall be construed as creating a partnership or joint venture or
any agency relationship between the parties hereto, or any other relationship
other than buyer and Seller as provided herein.
9.10. Parties in Interest.
-------------------
This Agreement shall be binding upon and inure solely to the benefit of each
party hereto, and nothing in this Agreement, express or implied, is intended to
or shall confer upon any other person any rights, benefits or remedies of any
nature whatsoever under or by reason of this Agreement.
9.11. Specific Performance.
--------------------
The parties hereto agree that irreparable damage would occur in the event any of
the provisions of this Agreement were not performed in accordance with the terms
hereof and that
the parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at Law or equity.
[Remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, each party hereto has caused this Purchase Agreement to
be executed in its name by a duly authorized officer as of the day and year
first above written.
Current Energy Partners Corporation
By: __________________________________
Its: __________________________________
High Plains Gas, LLC.
By: __________________________________
Its: __________________________________
Exhibit B-3
EXHIBIT B
LOCKUP AGREEMENT
----------------
THIS AGREEMENT (this "Agreement") is made and entered as of October 31,
2010 by and between High Plains Gas, Inc., a Nevada corporation ("HPGI") and
Current Energy Partners Corporation, a Delaware corporation ("HPGI
Shareholder").
RECITALS
--------
NOW, THEREFORE, the parties hereto agree as follows:
1. Intent of Parties. The HPGI Shareholder may acquire 12,250,000
-------------------
shares of HPGI (25,000,000 in the event the proposed forward stock dividend is
completed) (the "HPGI Shares") in connection with that certain Option Agreement
of even date herewith (the "Option Agreement") It is the intent of HPGI and the
HPGI Shareholder that the HPGI Shares shall be freely transferable except as
provided in this Agreement or otherwise as required by applicable Federal and
State securities laws and regulations.
2. RestrictionPeriod. For a period of twenty four months from the date
-----------------
of acquisition of the HPGI Shares, the HPGI Shareholder shall not sell,
transfer, assign, convey, donate, pledge, encumber, alienate, or in any way
dispose of (collectively "Sell") any of the HPGI Shares or any portion, right or
interest therein, except in compliance with the terms and conditions of this
Agreement. Any purported or attempted transfer or assignment, whether voluntary
or involuntary, of any HPGI Shares in the Company in violation of this Agreement
shall be null and of no legal effect.
3 Schedule Permitted Transfers. Notwithstanding any provisions of this
----------------------------
Agreement to the contrary, the HPGI Shareholder shall be permitted to Sell
(each, a "Permitted Sale"): On the date which is six months after issuance and
deliver of the HPGI Shares, upon compliance with, preparation, filing and
clearing of appropriate documents required under Rule 144, and on the first date
of each month thereafter until the date of termination of this Agreement, the
greater of 10,000 shares per day or (i) that number of shares calculated by the
total of 2% of the prior days trading volume (i.e., if the prior days trading
volume is 1,000,000 shares, then the HPGI Shareholder shall be entitled to sell
20,000 shares on that day). The HPGI Shareholder acknowledges that no sales may
occur at a posted bid price on the stock.
4. Representations and Warranties ofHPGI Shareholder. The HPGI
-----------------------------------------------------
Shareholder represents and warrants to and agrees with HPGI and the other HPGI
Shareholders that:
(a) This Agreement has been duly authorized, executed and delivered by the
HPGI Shareholder. This Agreement constitutes the valid, legal and binding
obligation of the HPGI Shareholder, enforceable in accordance with its terms,
except as rights to indemnity hereunder may be limited by applicable federal or
state securities laws, and except as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting creditor's
rights generally; and
(b) The consummation of the transactions contemplated hereby will not
result in any breach of the terms or conditions of, or constitute a default
under, any agreement or other instrument to which the HPGI Shareholder is party,
or violate any order, applicable to such Finder, of any court or federal or
state regulatory body or administrative agency having jurisdiction over Finder
or over any of its property, and will not conflict with or violate the terms of
the HPGI Shareholders' current employment.
5. Representation, Warranties, Covenants and Agreements ofHPGI. HPGI
-------------------------------------------------------------
represents, warrants, covenants to and agrees with the HPGI Shareholder that:
(a) This Agreement has been duly authorized, and executed by HPGI. This
Agreement constitutes the valid, legal and binding obligation of HPGI,
enforceable in accordance with its terms, except as rights to indemnity
hereunder may be limited by applicable federal or state securities laws, except
in each case as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditor's rights generally.
(b) HPGI has been duly organized and is validly existing and in good
standing as a corporation under the laws of its jurisdiction of incorporation
and has all requisite power and authority to conduct its business.
6. Parties. This Agreement shall inure to the benefit of and be binding
-------
upon HPGI and the HPGI Shareholder, and their respective affiliates, officers,
directors, registered representatives, employees and their respective successors
and assigns, and no other person shall acquire or have any right by virtue of
this Agreement.
7. Attorney's Fees. If any party fails to perform any of its
----------------
obligations hereunder, or if a dispute arises concerning the meaning of
interpretation of any provision of this Agreement, the defaulting party or the
party not prevailing such in dispute, as the case may be, shall pay any and all
costs and expenses incurred by the other party in enforcing or establishing its
rights under, including, without limitation, court costs and reasonable
attorneys' fees.
8. Governing Law and Supersession. This Agreement shall be governed by
------------------------------
and construed and interpreted in accordance with the laws of the State of Nevada
and shall supersede any previous agreements, written or oral, expressed or
implied, between the parties relating to the subject matter hereof.
9. Notices. All notices or other communications hereunder shall be in
-------
writing and shall be deemed given when delivered in accordance with the terms of
the Option Agreement.
10. No Partnership; Survival or Representations. Nothing herein
-----------------------------------------------
contained shall be construed to constitute an association, partnership,
unincorporated business or any other entity between HPGI and the HPGI
Shareholder.
11. Validity of Agreement. The invalidity of any portion of this
-----------------------
Agreement shall not affect the validity of the remainder thereof.
12. Entire Agreement. This Agreement, together with the Option
-----------------
Agreement, constitutes the entire agreement and supersedes all prior written or
oral and all contemporaneous oral agreements, understandings and negotiations
between the parties with respect to the subject matter of this Agreement. No
amendment or addition to, or modification of, any provision contained in this
Agreement shall be effective unless fully set forth in writing signed by all of
the parties hereto.
13. Further Assurances. Each of the parties hereto agrees on behalf of
------------------
such party, his or its successors and assigns, that such party will, without
further consideration, execute, acknowledge and deliver such other documents and
take such other action as may be necessary or convenient to carry out the
purposes of this Agreement.
14. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute but one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.
"HPGI"
High Plains Gas, Inc., a Nevada corporation
By:__________________________________
Xxxx X. Xxxxxxxxx, President and CEO
"HPGI Shareholder"
Current Energy Partners, Inc., a Delaware corporation
By:__________________________________
