ContractWarrant Agreement • December 23rd, 2009 • Miller Petroleum Inc • Crude petroleum & natural gas • Tennessee
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
PURCHASE AND SALE AGREEMENT BY AND BETWEEN COOK INLET ENERGY, LLC AND PACIFIC ENERGY ALASKA OPERATING LLC AND PACIFIC ENERGY ALASKA HOLDINGS, LLC Dated as of November 24, 2009Purchase and Sale Agreement • December 23rd, 2009 • Miller Petroleum Inc • Crude petroleum & natural gas • Alaska
This Purchase and Sale Agreement (this “Agreement”), dated as of November 24, 2009 (the “Execution Date”), is by and between COOK INLET ENERGY, LLC, an Alaska limited liability company with an address of P.O. Box 90834, Anchorage, Alaska 99509 (“Buyer”), PACIFIC ENERGY ALASKA OPERATING LLC, a Delaware limited liability company with an address of 111 W. Ocean Boulevard, Suite 1240, Long Beach, California 90802 (“PEAO”), and PACIFIC ENERGY ALASKA HOLDINGS, LLC, a Delaware limited liability company with an address of 111 W. Ocean Boulevard, Suite 1240, Long Beach, California 90802 (“PEAH”). PEAO and PEAH may each be referred to herein as a “Seller” and collectively as the “Sellers.” Sellers and Buyer may each be referred to herein as a “Party” and collectively as the “Parties.”
AGREEMENT FOR SALE OF MEMBERSHIP INTERESTS IN COOK INLET ENERGY, LLCAgreement for Sale of Membership Interests • December 23rd, 2009 • Miller Petroleum Inc • Crude petroleum & natural gas • Tennessee
THIS AGREEMENT is made and entered into this 10 day of December, 2009 (the “Effective Date”), by and between MILLER PETROLEUM, INC., a Tennessee corporation, (hereinafter referred to as “Purchaser” or “Miller”), and DAVID M. HALL, WALTER J. WILCOX II and TROY D. STAFFORD (hereinafter referred to the “Seller, individually and as the “Sellers”, collectively) being the sole and only members and owners, directly and indirectly of COOK INLET ENERGY, LLC, an Alaska limited liability company, ("CIE"), with an address of P.O. Box 90834, Anchorage, Alaska 99509.
