PACIFIC ASIA PETROLEUM, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2007 • Pacific Asia Petroleum Inc • Delaware
This Indemnification Agreement (this Agreement) is entered into as of __________________ ____, 2007, by and among Pacific Asia Petroleum, Inc., a Delaware corporation, on behalf of itself and all present and future subsidiaries (the “Company”), and each indemnitee (“Indemnitee”) executing this Agreement.
CONSULTING AGREEMENTConsulting Agreement • August 16th, 2007 • Pacific Asia Petroleum Inc • New York
THIS CONSULTING AGREEMENT is made and effective as of February 28, 2007, by and between Inner Mongolia Production Company, LLC, a New York limited liability company (the “Company”), and Christopher B. Sherwood (“Consultant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 16th, 2007 • Pacific Asia Petroleum Inc • California
I, Frank C. Ingriselli, agree to the terms and conditions of employment with Inner Mongolia Production Company LLC (“Company”) set forth in this Employment Agreement (“Agreement”). This Agreement supercedes all previous agreements, promises, representations, understandings and negotiations between the parties, whether written or oral, with respect to the subject matter hereof.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among: PACIFIC EAST ADVISORS, INC., a Delaware corporation; IMPCO ACQUISITION, LLC., a New York limited liability company; and INNER MONGOLIA PRODUCTION COMPANY LLC, a New...Agreement and Plan of Merger and Reorganization • August 16th, 2007 • Pacific Asia Petroleum Inc • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”) is made and entered into as of December 11, 2006 (the “Execution Date”), as amended and restated on February 12, 2007, by and among: Pacific East Advisors, Inc., a Delaware corporation (“Parent”); IMPCO ACQUISITION, LLC., a New York limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”); and INNER MONGOLIA PRODUCTION COMPANY LLC, a New York limited liability company (the “Company”).
ADVANCED DRILLING SERVICES, LLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2007 • Pacific Asia Petroleum Inc • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 7, 2007 by and among ADVANCED DRILLING SERVICES, LLC., Delaware limited liability company (the “Company”) and each INVESTOR executing a copy hereof (“Investor”).
Jing Hui Tong Real Estate Management Company and Inner Mongolia Sunrise Petroleum Limited NO.118 Jian Guo Lu Yi, Beijing 100022 P.C, The Exchange- Beijing Room 09 Floor 18 Tenancy AgreementTenancy Agreement • August 16th, 2007 • Pacific Asia Petroleum Inc
In accordance with the P.R.C Contract Law and the Urban Premises Leasing Administration Regulation (hereinafter called the “Regulations”), the Landlord and the Tenant (hereinafter collectively known as the “Parties”), on the basis of equality, voluntariness, fairness and integrity and through friendly consultations, have reached unanimity and entered into this agreement in respect of the Tenant’s leasing of the premises which the Landlord is legally entitled to lease.
PACIFIC ASIA PETROLEUM, INC. 2007 STOCK PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 16th, 2007 • Pacific Asia Petroleum Inc
This Restricted Stock Purchase Agreement (this “Agreement”) is executed and delivered as of _____________________, 200___by and between Pacific Asia Petroleum, Inc., a Delaware corporation (the “Company”) and ________________________ (“Recipient”). Recipient and the Company hereby agree as follows:
PACIFIC ASIA PETROLEUM, INC. 2007 STOCK PLAN STOCK OPTION AGREEMENTStock Option Agreement • August 16th, 2007 • Pacific Asia Petroleum Inc
This Stock Option Agreement (this “Agreement”) is executed and delivered as of by and between Pacific Asia Petroleum, Inc., a Delaware corporation (the “Company”) and the . The Optionee and the Company hereby agree as follows:
Agreement on Joint CooperationJoint Cooperation Agreement • August 16th, 2007 • Pacific Asia Petroleum Inc
This Agreement on Joint Cooperation (“Agreement”) dated May 31, 2007 is executed by and between Sino Geophysical Co., Ltd., a company registered in Beijing, China (“Party A”) and Pacific Asia Petroleum Inc. a company registered in Delaware, United States of America (“Party B”).
Contract for Cooperation and Joint DevelopmentContract for Cooperation and Joint Development • August 16th, 2007 • Pacific Asia Petroleum Inc
This Contract for Cooperation and Joint Development (hereinafter “Contract”) is dated this 23rd day of August, 2006 and is executed by and between the Inner Mongolia Production Company (HK) Ltd., a company formed in Hong Kong (“Party A”) and the Chifeng Zhongtong Oil and Natural Gas Co., Ltd., a company incorporated in Inner Mongolia, China (Party “B”).
CHADBOURN SECURITIES LETTERHEAD] ORIGINALEngagement Agreement • August 16th, 2007 • Pacific Asia Petroleum Inc
We are pleased that Advance Drilling Services, LLC, a Delaware limited liability company (the “Company”), desires to engage Chadbourn Securities, Inc, an NASD broker/dealer (“Chadbourn”) as its exclusive financial advisor with respect to mergers, acquisitions and capital raising of the Company (the “Advisory Services”). We look forward to working with you and your management team, and have set forth below the agreed upon terms of our involvement.
Agreement for Joint CooperationJoint Cooperation Agreement • August 16th, 2007 • Pacific Asia Petroleum Inc
This Agreement for Joint Cooperation (hereinafter “Contract”) is dated November 30, 2006 and is executed by and between the China United Coalbed Methane Co., Ltd. a company incorporated in The People’s Republic of China (“CUCBM”) and Pacific Asia Petroleum Inc. and its subsidiary Inner Mongolia Production Company LLC, both companies being formed in the United States (“Contractor”).
PACIFIC ASIA PETROLEUM, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • August 16th, 2007 • Pacific Asia Petroleum Inc • California
THIS WARRANT CERTIFIES THAT, for value received, the receipt and adequacy of which is hereby acknowledged, or its assignees (the “Holder”), is entitled to subscribe for and purchase, subject to the provisions and upon the terms and conditions hereinafter set forth, the number of fully paid and nonassessable shares of Common Stock, $0.001 par value (subject to adjustments from time to time as specified in Section 4 hereof, the “Warrant Stock”) of Pacific Asia Petroleum, Inc., a Delaware corporation (the “Company”), at the initial exercise price per share of Warrant Stock (subject to adjustments from time to time, as specified in Section 4 hereof) (the “Warrant Exercise Price”) all as set forth above.
Advanced Drilling Services, LLC 10600 N De Anza Blvd Suite 250 Cupertino, Ca 95014Selling Agreement • August 16th, 2007 • Pacific Asia Petroleum Inc • California
Advanced Drilling Services, LLC., a Delaware limited liability company (the “Seller” or the “Company”), proposes to offer and sell (the “Offering”),(i) a minimum of 6,400,000 Class B Membership Units ( the “Units” or “Offered Securities”) and (ii) a maximum of 11,200,000 Units to selected investors, upon the terms set forth in the Subscription Agreement and the Confidential Private Placement Memorandum (which collectively, together with the attachments and exhibits thereto, is referred to as the “Offering Document”), a copy of which has been delivered to you. The minimum investment per subscriber is 40,000 Units ($50,000.00) unless waived by the Company. All of the Units offered hereby are being sold by the Company in an offering with a price of $1.25 per Unit.
