REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2006 • Pinnacle Gas Resources, Inc. • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the "Purchase/Placement Agreement"), dated as of March 31, 2006, by and between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 11,161,070 shares of the Company's Common Stock (plus an additional 1,674,160 shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
PINNACLE GAS RESOURCES, INC. AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT Dated February 16, 2006Securityholders Agreement • May 10th, 2006 • Pinnacle Gas Resources, Inc. • Delaware
This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, dated as of February 16, 2006, is by and among Pinnacle Gas Resources, Inc., a Delaware corporation (the "Corporation"), CCBM, Inc., a Delaware corporation ("CCBM"), U.S. Energy Corporation, a Wyoming corporation ("US Energy"), Crested Corp., a Colorado corporation ("Crested"), each of the CSFB Parties (as defined herein), Peter G. Schoonmaker, a natural person ("Schoonmaker"), Gary Uhland, a natural person ("Uhland"), each Shareholder (as such terms are defined herein) who may hereafter execute in accordance with this Agreement a separate agreement to be bound by the terms hereof and, for purposes of Section 5.10 only, Carrizo Oil & Gas, Inc., a Texas corporation ("Carrizo").
PURCHASE/PLACEMENT AGREEMENTPlacement Agreement • May 10th, 2006 • Pinnacle Gas Resources, Inc. • New York
PINNACLE GAS RESOURCES, INC., a Delaware corporation (the "Company"), proposes to issue and sell to you, Friedman, Billings, Ramsey & Co., Inc. ("FBR"), as initial purchaser, a number of shares of the Company's common stock, par value $0.01 per share (the "Common Stock") equal to 11,161,070 shares of Common Stock less the number of Regulation D Shares sold in the Private Placement (each as defined herein) (the "144A/Regulation S Shares").
