Texas Independent Exploration LimitedWhittier Energy Corp • July 2nd, 2004 • Oil & gas field exploration services
EXHIBIT “C” Attached to and made a part of that certain Offer to Sell Letter Agreement dated June 7th, 2004 by and between Texas Independent Exploration Limited, et al, as Seller and Whittier Energy Company, as BuyerSell Letter Agreement • July 2nd, 2004 • Whittier Energy Corp • Oil & gas field exploration services
As additional consideration from Buyer to Seller for the transactions contemplated in the Agreement to which this Exhibit “C” is attached, Buyer shall carry (at no cost, risk or expense to Seller) to Casing Point (as hereinafter defined) Seller in the drilling of the first two (2) wells drilled on the Cameron 137 lease (see Exhibit “A” to said Agreement for description of said lease) after Closing and in the drilling of the first two (2) wells drilled on the Scott & Hopper leases (see said Exhibit “A” for descriptions of said leases) after Closing to the extent of the Retained Interest of Seller (as hereinafter defined) in the Cameron 137 lease and in the Scott & Hopper leases.
UPSIDE SHARING PAYMENT AGREEMENTUpside Sharing Payment Agreement • July 2nd, 2004 • Whittier Energy Corp • Oil & gas field exploration services • Texas
This Upside Sharing Payment Agreement (this “Agreement”) is made this 16th day of June 2004, but effective as of March 1, 2004, by and between TEXAS INDEPENDENT EXPLORATION LIMITED, a Texas limited partnership and successor by conversion of Texas Independent Exploration, Inc., GULFCOAST ACQUISITIONS LIMITED, a Texas limited partnership and successor by conversion of Gulfcoast Acquisition Corporation, FREDERICK W. ZIMMERMAN d/b/a ISLAND RESOURCES and FREDERICK W. ZIMMERMAN, individually, hereinafter collectively referred to as “Seller” or “Sellers”) and WHITTIER ENERGY COMPANY, a Nevada corporation (hereinafter referred to as “Buyer”).
ContractWhittier Energy Corp • July 2nd, 2004 • Oil & gas field exploration services • Texas
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR DELIVERY TO MAKER OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAKER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND LAWS.
