AGREEMENT AND PLAN OF MERGER by and between POWDER HOLDINGS, LLC, POWDER ACQUISITION CO. and PINNACLE GAS RESOURCES, INC. February 23, 2010Agreement and Plan of Merger • March 1st, 2010 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of February 23, 2010 by and among Powder Holdings, LLC, a Delaware limited liability company (“Parent”), Powder Acquisition Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Pinnacle Gas Resources, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.” An index of terms defined in this Agreement is set forth on Annex A attached hereto.
VOTING AGREEMENTVoting Agreement • March 1st, 2010 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Delaware
VOTING AGREEMENT, dated as of February 23, 2010 (this “Agreement”), by and among Powder Holdings, LLC, a Delaware limited liability company (“Parent”) and each of the other parties signatory hereto (each a “Stockholder” and collectively, the “Stockholders”), and solely for the purposes of Section 5.2 hereof, Pinnacle Gas Resources, Inc., a Delaware corporation (the “Company”).
