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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is effective as of , 2004, by and among Pinnacle Gas Resources, Inc., a Delaware corporation (the "Company"), and (the "Indemnitee").
PINNACLE GAS RESOURCES, INC. 3,750,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2007 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • New York
Pinnacle Gas Resources, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders”) each confirms its agreement with each of the underwriters listed on Schedule II hereto (collectively, the “Underwriters”), for whom Friedman, Billings, Ramsey & Co., Inc. is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company of an aggregate 3,750,000 shares (the “Initial Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Schedule II hereto, and (ii) the grant of the option described in Section 1(b) hereof by the Selling Stockholders to purchase all or any part of 562,500 additional shares of Common Stock to cover over-allotments (the “Option Shares”), i
PINNACLE GAS RESOURCES, INC. 3,750,000 Shares of Common Stock FORM OF UNDERWRITING AGREEMENTPinnacle Gas Resources, Inc. • April 27th, 2007 • Crude petroleum & natural gas • New York
FRIEDMAN, BILLINGS, RAMSEY & CO., INC. as Representative of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209
AGREEMENT AND PLAN OF MERGER dated as of October 15, 2007 among QUEST RESOURCE CORPORATION, PINNACLE GAS RESOURCES, INC. and QUEST MERGERSUB, INC.Agreement and Plan of Merger • October 16th, 2007 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of October 15, 2007, is by and among Quest Resource Corporation, a Nevada corporation ("Quest"), Pinnacle Gas Resources, Inc., a Delaware corporation ("Pinnacle"), and Quest MergerSub, Inc., a Delaware corporation and a wholly owned Subsidiary of Quest ("MergerSub").
WAIVER AND AGREEMENTWaiver and Agreement • December 4th, 2009 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • New York
This WAIVER AND AGREEMENT (“Agreement”), dated as of December 1, 2009, is by and among PINNACLE GAS RESOURCES, INC., a Delaware corporation, the Lenders from time to time party hereto, and THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent and as Lender.
POWER OF ATTORNEYPower of Attorney • February 10th, 2009 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas
In accordance with the Managed Account Advisory Agreement dated November 1, 2006 as amended or restated from time to time (the “Agreement”), by and among Highview Capital Management, LLC, a Delaware limited liability company (“Highview”), PNR Multi-Strategy Energy, LLC, a Delaware limited liability company (“PNR”), and Pinnacle Asset Management, L.P., a Delaware limited partnership, and the Limited Power of Attorney provided in Section 2 of the Agreement, PNR hereby appoints Highview as sole and exclusive attorney-in-fact to sign and file any and all reports that may be required to be filed with the Securities and Exchange Commission pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, arising out of the activities contemplated by the authority granted to Highview pursuant to the Agreement.
PINNACLE GAS RESOURCES, INC. Term Sheet Peter G. Schoonmaker Executive Employment AgreementEmployment Agreement • April 23rd, 2007 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas
Termination Without Cause or With Good Reason Upon a termination of employment (i) by the Company without Cause (including by reason of his Disability but excluding by reason of his death) or (ii) by the executive with Good Reason, the executive would be entitled to:
EMPLOYMENT AGREEMENTEmployment Agreement • July 24th, 2007 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Wyoming
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into on July 20, 2007 but effective as of January 1, 2007 (the “Effective Date”), by and between PINNACLE GAS RESOURCES, INC., a Delaware corporation (the “Company”), and PETER G. SCHOONMAKER (“Executive”), an individual and a resident of the State of Wyoming. The Company and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”
CREDIT AGREEMENT dated as of February 12, 2007 among PINNACLE GAS RESOURCES, INC., as Borrower, and THE ROYAL BANK OF SCOTLAND plc, individually and as Administrative Agent, and THE LENDERS FROM TIME TO TIME PARTY HERETOCredit Agreement • April 3rd, 2007 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT is entered into as of February 12, 2007, by and among PINNACLE GAS RESOURCES, INC., a Delaware corporation, the Lenders from time to time party hereto, THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent and as Issuer. Certain terms used herein are defined in Section 1.1.
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.
October 3, 2008Pinnacle Gas Resources, Inc. • October 3rd, 2008 • Crude petroleum & natural gas
PURCHASE AND SALE AGREEMENT between KENNEDY OIL and PINNACLE GAS RESOURCES, INC.Purchase and Sale Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Wyoming
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of February 7, 2006, by and between Kennedy Oil, a Wyoming corporation ("Seller"), and Pinnacle Gas Resources, Inc., a Delaware corporation ("Buyer").
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF POWDER HOLDINGS, LLC Dated effective as ofLimited Liability Company Agreement • June 10th, 2010 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Powder Holdings, LLC, a Delaware limited liability company (the “Company”), dated effective as of [ ], 2010 (“Effective Date”), is made by the Class A Members set forth on Exhibit A hereto and the Class B Members set forth on Exhibit B hereto (collectively, the “Members”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 22nd, 2009 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • New York
This SIXTH AMENDMENT TO CREDIT AGREEMENT (“Amendment”), dated as of October 20, 2009, is by and among PINNACLE GAS RESOURCES, INC., a Delaware corporation, the Lenders from time to time party hereto, and THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent and as Lender.
FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • August 27th, 2009 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • New York
This FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (“Amendment”), dated as of August 26, 2009, is by and among PINNACLE GAS RESOURCES, INC., a Delaware corporation, the Lenders from time to time party hereto, and THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent and as Lender.
WAIVER AND AGREEMENTWaiver and Agreement • January 8th, 2010 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • New York
This WAIVER AND AGREEMENT (“Agreement”), dated as of January 5, 2010, is by and among PINNACLE GAS RESOURCES, INC., a Delaware corporation, the Lenders from time to time party hereto, and THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent and as Lender.
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").
February 12, 2010Pinnacle Gas Resources, Inc. • February 12th, 2010 • Crude petroleum & natural gas
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”).
FIRST AMENDMENT AND WAIVERFirst Amendment and Waiver • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Texas
This FIRST AMENDMENT AND WAIVER (this "Amendment") dated as of March 30, 2006 is entered into by and among Pinnacle Gas Resources, Inc., a Delaware corporation (the "Borrower"), Encore Bank, as Administrative Agent (the "Agent"), and Texas Capital Bank, N.A., as Collateral Agent (the "Collateral Agent"). The Agent and the Collateral Agent are also collectively referred to herein as the "Lenders."
February 10, 2009Pinnacle Gas Resources, Inc. • February 10th, 2009 • Crude petroleum & natural gas
FORM OF STOCK APPRECIATION RIGHTS AWARD AGREEMENTStock Appreciation Rights Award Agreement • June 5th, 2009 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas
This Stock Appreciation Rights Award Agreement (this “Agreement”) is made and entered into effective as of the day of , 2009 (“Grant Date”), by and between Pinnacle Gas Resources, Inc., a Delaware corporation (the “Company”) and , an individual resident of the State of (“Participant”).
SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • April 7th, 2010 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • New York
This SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (“Amendment”), dated as of January 13, 2010, is by and among PINNACLE GAS RESOURCES, INC., a Delaware corporation, the Lenders from time to time party hereto, and THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent and as Lender.
PINNACLE GAS RESOURCES, INC. STOCK INCENTIVE PLAN STOCK OPTION AGREEMENTIncentive Plan Stock Option Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Delaware
This Stock Option Agreement (this "Agreement") is made and entered into effective as of the date of grant set forth below (the "Date of Grant") by and between Pinnacle Gas Resources, Inc., a Delaware corporation (together with its Subsidiary or Subsidiaries, if any, the "Company"), and , an individual resident of the State of Wyoming ("Optionee").
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 30th, 2010 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of September 28, 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”) to amend the Agreement and Plan of Merger (the “Agreement”) executed between Parent, Merger Sub, and the Company on February 23, 2010. Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.”
PINNACLE GAS RESOURCES, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN RESTRICTED STOCK GRANT AGREEMENTStock Incentive Plan Restricted Stock Grant Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Delaware
This Restricted Stock Grant Agreement (this "Agreement") is made and entered into effective as of the 11thday of April, 2006 (the "Grant Date"), by and between Pinnacle Gas Resources, Inc., a Delaware corporation (together with any subsidiaries, the "Company"), and , an individual resident of the State of ("Participant").
GAS GATHERING AGREEMENT Between BITTER CREEK PIPELINES, LLC "GATHERER" and Pinnacle Gas Resources, Inc Quaneco L.L.C. and Dolphin Energy Corporation Collectively "SHIPPER" LOW PRESSURE FIELD GATHERING CONTRACT # 077028Gas Gathering Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Montana
This Gas Gathering Agreement ("Agreement") is by and between, Bitter Creek Pipelines, LLC ("Gatherer"), a Colorado limited liability company, and Pinnacle Gas Resources, Inc., Quaneco L.L.C. and Dolphin Energy Corporation, (collectively "Shipper"). Gatherer and Shipper may be jointly referred to as the "Parties." Unless otherwise specified herein, this Agreement is to be effective the later of January 1, 2006 or the completion of the pipeline and compression facilities needed to gather the gas.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 14th, 2008 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (“Amendment”), dated as of September 30, 2008, is by and among PINNACLE GAS RESOURCES, INC., a Delaware corporation, the Lenders from time to time party hereto, and THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent and as Issuer.
WAIVER AND AGREEMENTWaiver and Agreement • October 29th, 2009 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • New York
This WAIVER AND AGREEMENT (“Agreement”), dated as of October 26, 2009, is by and among PINNACLE GAS RESOURCES, INC., a Delaware corporation, the Lenders from time to time party hereto, and THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent and as Lender.
EMPLOYMENT AGREEMENTEmployment Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Wyoming
This AGREEMENT (the "Agreement") by and between Pinnacle Gas Resources, Inc., a Delaware corporation (the "Company") and Peter G. Schoonmaker (the "Executive"), dated as of the 23rd day of June, 2003, and to be effective as of the Agreement Effective Date (as defined herein).
GAS GATHERING AGREEMENT Between BITTER CREEK PIPELINES, LLC "GATHERER" and PINNACLE GAS RESOURCES, INC., QUANECO L.L.C. and DOLPHIN ENERGY CORPORATION Collectively "SHIPPER" HIGH PRESSURE GATHERING LINE CONTRACT # 077027Gas Gathering Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Wyoming
This Gas Gathering Agreement ("Agreement") is made and entered into this day of 2005, between, Bitter Creek Pipelines, LLC ("Gatherer"), a Colorado LLC, and Pinnacle Gas Resources, Inc., Quaneco L.L.C. and Dolphin Energy Corporation (collectively "Shipper"). Gatherer and Shipper may be jointly referred to as the "Parties."
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 6th, 2008 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (“Amendment”), dated as of August 4, 2008, is by and among PINNACLE GAS RESOURCES, INC., a Delaware corporation, the Lenders from time to time party hereto, and THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent and as Issuer.
LETTER REGARDING WAIVER AND AMENDMENT TO CREDIT AGREEMENT March 9, 2007Credit Agreement • April 3rd, 2007 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas
Reference is made to that certain Credit Agreement, dated as of February 12, 2007 (the "Credit Agreement"), among Pinnacle Gas Resources, Inc. (the "Borrower"), the Lenders from time to time party thereto (the "Lenders"), and The Royal Bank of Scotland plc, as Administrative Agent. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Credit Agreement.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 15th, 2009 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT (“Amendment”), dated as of April 14, 2009, is by and among PINNACLE GAS RESOURCES, INC., a Delaware corporation, the Lenders from time to time party hereto, and THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent and as Lender.
