0001360865-12-000064 Sample Contracts

EMPLOYMENT AGREEMENT BETWEEN MILLER FABRICATION, LLC AND LEVI MILLER
Employment Agreement • April 16th, 2012 • High Plains Gas, Inc. • Metal mining • Wyoming

This Employment Agreement (hereinafter the “Agreement”), executed effective the 1st day of October, 2011 (hereinafter the “Effective Date”), is entered into by and among High Plains Gas, LLC, a Wyoming limited liability company (the “Employer” or the “Company”) and Levi Miller (the “Employee”). The Employer and the Employee may individually be referred to as a “Party”, and collectively as the “Parties”.

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STOCK OPTION AGREEMENT
Stock Option Agreement • April 16th, 2012 • High Plains Gas, Inc. • Metal mining

This STOCK OPTION AGREEMENT (“Agreement”) is dated as of November 18, 2011 (the “Effective Date”), by and between High Plains Gas, Inc., a Nevada corporation (the “Company”), and Ty Miller, an individual (“Holder”).

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • April 16th, 2012 • High Plains Gas, Inc. • Metal mining • Nevada

This Agreement is entered into as of this 29th day of March, 2012 (the “Effective Date"), by and between High Plains Gas, Inc.. a Nevada Corporation (the "Company") and Levi Miller ("'Holder"). Company and Holder are referred to individually as a "Party" and collectively as the “Parties".

LOCKUP AGREEMENT
Lockup Agreement • April 16th, 2012 • High Plains Gas, Inc. • Metal mining • Nevada

THIS AGREEMENT (this "Agreement") is made and entered as of November 18, 2011 by and between High Plains Gas, Inc., a Nevada corporation ("HPGI") and the undersigned shareholders of HPGI (“HPGI Shareholders”).

MEMBER INTEREST PURCHASE AGREEMENT AMENDMENT NO. 2
Member Interest Purchase Agreement • April 16th, 2012 • High Plains Gas, Inc. • Metal mining

This AMENDMENT NO. 2 dated November 18, 2011 is to that certain MEMBER INTEREST PURCHASE AGREEMENT made as of October 1, 2011, as previously amended, by and between Ty Miller, Levi Miller, and Eric Jessen ("Sellers") of membership interests of Miller Fabrication, L.L.C., a Wyoming limited liability company ("Miller, or the Company"), and High Plains Gas, Inc., a Nevada corporation ("Buyer").

MEMBER INTEREST PURCHASE AGREEMENT
Member Interest Purchase Agreement • April 16th, 2012 • High Plains Gas, Inc. • Metal mining • Wyoming

This MEMBER INTEREST PURCHASE AGREEMENT is made as of October 14, 2011, by and between Ty Miller, Levi Miller, and Eric Jessen (“Sellers”) of membership interests of Miller Fabrication, L.L.C., a Wyoming limited liability company (“Miller, or the Company”), and High Plains Gas, Inc., a Nevada corporation (“Buyer”).

AMENDMENT CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • April 16th, 2012 • High Plains Gas, Inc. • Metal mining

THIS AMENDMENT (“Amendment”), dated March 29, 2012, is to that certain CONVERTIBLE PROMISSORY NOTE entered into as of November 18, 2011 by and between High Plains Gas, LLC, a Wyoming limited liability company (“Holder” or “HPG”) and Ty Miller, Levi Miller and Eric Jessen and their successors and permitted assigns ("Holder") due and payable on November 1, 2012 (“Note One”) and to that certain CONVERTIBLE PROMISSORY NOTE entered into as of November 18, 2011 by and between HPG and Holder due and payable on November 1, 2013 (“Note Two”).

MEMBER INTEREST PURCHASE AGREEMENT AMENDMENT NO. 1
Member Interest Purchase Agreement • April 16th, 2012 • High Plains Gas, Inc. • Metal mining

This AMENDMENT NO. 1 dated November 17, 2011 is to that certain MEMBER INTEREST PURCHASE AGREEMENT made as of October 1, 2011, by and between Ty Miller, Levi Miller, and Eric Jessen ("Sellers") of membership interests of Miller Fabrication, L.L.C., a Wyoming limited liability company ("Miller, or the Company"), and High Plains Gas, Inc., a Nevada corporation ("Buyer").

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