EXHIBIT 10.3
TRUST TERMINATION AND DISTRIBUTION AGREEMENT
This Trust Termination and Distribution Agreement (this "Agreement") is
entered into as this 31st day of December 2002, among the Participants in that
certain Pannonian Employee Royalty Trust (the "Trust"), Gasco Energy, Inc.
("Gasco"), sole shareholder of Pannonian Energy Inc. ("Pannonian"), and James H.
Porter, Trustee.
R E C I T A L S
WHEREAS, as of March 30, 2001, pursuant to the provisions of The
Pannonian Employee Royalty Trust Agreement (the "Trust Agreement") and the
related Pannonian Employee Royalty Plan (the "Plan"), Pannonian, as grantor and
settlor, purported to form a grantor-trust for the use and benefit of certain
individuals who founded Pannonian and certain Pannonian employees;
WHEREAS, Participants, Gasco, Pannonian and Trustee desire to terminate
the Trust and distribute the Trust Estate; and
WHEREAS, Participants desire to amend and fully supersede the Trust
Agreement and in that regard release and waive any rights or claims each of them
may possess on account of the amendments and other modifications of the Trust
Agreement contained in the Agreement and to provide that in all events and
circumstances this Agreement shall control.
NOW, THEREFORE, Participants, Gasco, Pannonian and Trustee covenant and
agree as follows:
1. RECITALS. The foregoing Recitals are hereby made a part of and
included in this Agreement.
2. DEFINED TERMS. Unless defined herein, capitalized terms shall have
the meanings ascribed to them in the Trust Agreement or the Plan.
3. EFFECTIVE DATE. Pursuant to the provisions of this Agreement, and
except as provided herein, Participants and Trustee (a) terminate the Trust; (b)
agree that the identity and classification of the Participants; and (c) agree
that the inventory of property of the Trust shall be fixed according to the
attached Exhibit "A" captioned "Royalty Calculation Summary Final Settlement
Terms" dated 31 December 2002, and incorporated herein by this reference ("Final
Settlement Terms").
4. DISTRIBUTION OF TRUST ESTATE. With regard to the distribution of the
Trust Estate, reference is made to the attached Final Settlement Terms. Further,
any distribution of the Trust Estate shall be subject to the following
provisions:
(a) PARTICIPANTS. Each of the individuals identified in the Final
Settlement Terms as a Founding Director or employee of Pannonian is a
Participant eligible to receive the corresponding distribution amount
appearing opposite the name of such Participant. The parties
acknowledge that although the Trust Agreement creates the
classification of Participants referred to as "Founding Director or
Fixed Participants," there are no Fixed Participants.
(b) DISTRIBUTION IN-KIND. Notwithstanding any provisions to the
contrary appearing in the Trust Agreement or the Plan, each Participant
agrees to receive such Participant's distribution amount in the form
and substance of an in-kind transfer, assignment and conveyance from
the Trustee of an undivided percentage interest in the Trust Estate.
(c) POST-EFFECTIVE DATE DISTRIBUTIONS. The Participants acknowledge
that on account of the nature of the property of the Trust Estate,
there may be conveyances occurring after the Effective Date and, in
such event, such distributions shall be made in accordance with the
provisions of the Final Settlement Terms and this Agreement.
5. TERMINATION AND DISTRIBUTION EXPENSES. Notwithstanding anything to
the contrary appearing in the Trust Agreement or the Plan, all costs, fees and
expenses in any way related to the administration of the Trust, termination of
the Trust and distribution of the Trust Estate including, but not limited to,
attorneys' fees, trustee's fees, documentation preparation fees, landman
services, accounting services, etc., shall be for the account of Gasco, and not
for time account of the Participant, the Trust or the Trustee.
6. RESERVATION OF PARTICIPANT'S RIGHTS; RELEASE AND WAIVER.
Notwithstanding the following sentence of this Paragraph #6, each of the
Participants reserves all rights and remedies available to such Participants
under this Agreement including, but not limited to, the provisions of the
paragraph of this Agreement captioned "Participant Protection." In further
consideration of the covenants, agreements and other undertakings set forth
herein, and to induce Trustee to distribute the property of the Trust Estate,
upon receipt of Participant's respective distribution amount, each of the
Participants, for themselves and their respective heirs, successors and assigns,
releases and waives any claims that any of them may have against each other, the
Gasco, Pannonian and Trustee on account of or in any way related to the Trust
Agreement, the Plan, or the Trust.
7. PARTICIPANT PROTECTION. As an inducement to each Participant to
enter into this Agreement, Gasco, its successors and assigns shall save,
indemnify and hold each of the Participants, and their respective heirs,
successors amid assigns harmless from any and all obligations, losses,
penalties, actions, damages, liabilities, claims, suits, costs and expenses, of
whatsoever kind and nature, imposed on, incurred by or asserted against such
Participant in any way arising out of or relating to the termination of the
Trust or the distribution of the Trust Estate to such Participant or on account
of Gasco's, Pannonian's or the Trustee's actual or alleged failure to perform
the obligations or observe the terms, conditions and other provisions of the
Trust Agreement, this Agreement; provided, however, the foregoing shall not
apply in the event of gross negligence or willful misconduct on the part of such
Participant, their respective heirs, successor and assigns. The obligations
contained in this paragraph shall continue in full force and effect
notwithstanding the expiration or other termination of this Agreement.
8. TRUSTEE PROTECTION. As an inducement to Trustee to carry out and
complete the actions contemplated by or incidental to this Agreement, Gasco, its
successors and assigns shall save, indemnify and hold Trustee his heirs,
successors and assigns harmless from any and all obligations, losses, penalties,
actions, damages, liabilities, claims, suits, costs and expenses, of whatsoever
kind and nature, imposed on, incurred by or asserted against such Trustee in any
way arising out of or relating to the administration of the Trust, the
termination of the Trust or the distribution of the Trust Estate or on account
of Gasco's, Pannonian's or Trustee's failure to perform the obligations or
observe the terms, conditions and other provisions of this Agreement; provided,
however, the foregoing shall not apply in the event of gross negligence or
willful misconduct on the Trustee. The obligations contained in this paragraph
shall continue in full force and effect notwithstanding the expiration or other
termination of this Agreement.
9. PARTICIPANT COOPERATION. Each Participant will cooperate with
reasonable requests of Trustee, Pannonian or Gasco in furnishing any documents,
statements, certificates necessary to evidence the termination of the Trust,
distribution of the Trust Estate and/or receipt of property pursuant to the
provisions of the Final Settlement Terms and this Agreement.
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10. TRUSTEE RESIGNATION; SUCCESSOR TRUSTEE. Unless otherwise agreed,
upon receipt by each of the Participant of the interest provided in the Final
Settlement Terms, or as of December 31, 2002, whichever occurs first, Trustee
will resign. In the event that after such resignation and in connection with
winding up the affairs of the Trust or making subsequent distributions of
property of the Trust, any officer of Pannonian or Gasco may act as a successor
trustee amid in such capacity execute and deliver any conveyancing instrument,
other certificate, statement or other similar document including, but not
limited to, any tax return as necessary and appropriate to effectuate the intent
and purposes of this Agreement.
11. CONFLICTS. To the extent of any conflict between the provisions of
this Agreement and the provisions of the Trust Agreement and the Plan, the
provisions of this Agreement shall fully supersede the provisions of the Trust
Agreement amid Plan, and the provisions of this Agreement shall control.
12. AMENDMENTS, MODIFICATIONS. No amendment or other modification or
waiver of any provision of this Agreement, nor consent to any deviation by
Gasco, Pannonian or Trustee from the provisions of this Agreement, shall be
effective unless such amendment or other modification shall be in writing and
approved in writing by the Trustee and by seventy-five percent (75%) of the
Participants (and without regard to whether such Participant is classified as a
Founding Participant, Fixed Participant or Annual Participant). No Participant's
interest shall be reduced or changed from the amount identified on the Final
Settlement Terms without such Participant's express prior written consent.
13. FURTHER ASSURANCES. Each Participant, Gasco, Pannonian and the
Trustee agrees to and shall execute and deliver or shall cause to be executed
and delivered to the requesting party such other documents and instruments and
take such other actions as such requesting party may from time to time deem
necessary or appropriate to carry out the terms of this Agreement.
14. SEVERABILITY. Any provision of this Agreement, which is prohibited
or unenforceable in any jurisdiction, shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portion of such provision or the other provisions of
this Agreement.
15. GOVERNING LAW. THIS AGREEMENT INCLUDING THE FINAL SETTLEMENT TERMS
AND ANY RELATED STATEMENTS AND CERTIFICATES SHALL BE GOVERNED BY, CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF STATE OF COLORADO.
16. MULTIPLE COUNTERPARTS. This document may be executed in multiple
counterparts, each of which constitute an original, but all of which taken
together shall constitute but one in the same document.
17. COUNTERPART FACSIMILE EXECUTION. For purposes of this Agreement, a
document (or signature page thereto) signed and transmitted by facsimile machine
or Telecopier is to be treated as an original document. The signature of any
party thereon, for purposes hereof, is to be considered as an original
signature, and the document transmitted is to be considered to have the same
binding effect as an original signature on an original document. At the request
of any party, any facsimile or telecopy document is to be re-executed in
original form by the parties who executed the facsimile or telecopy document. No
party may raise the use of a facsimile machine or Telecopier or the fact that
any signature was transmitted through the use of a facsimile or Telecopier
machine as a defense to the enforcement of this Agreement or any amendment or
other document executed in compliance with this Paragraph.
18. NOTICE. All notices, requests, demands and other communications
provided for in this Agreement shall be in writing and mailed or delivered to
the applicable party at its address indicated as a
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part of such party's signature block or, as to each party, at such other address
as shall be designated by such party in a written notice to the other party
complying as to delivery with the terms of this Paragraph. All such notices,
requests, demands and other communications shall (i) when mailed, properly
addressed and postage prepaid, be deemed given and effective three (3) business
days after such communication was deposited in the United States Postal System
sent by certified mail, return receipt requested; (ii) when sent by means of a
courier, be deemed given and effective upon delivery to a nationally recognized
overnight courier, properly addressed, charges prepaid; or (iii) be deemed given
and effective when delivered, if personally delivered.
19. HEADINGS, CAPTIONS. The parties agree that paragraph and other
headings or captions are inserted only for ease of reference, shall not be
construed as part of this Agreement, and shall have no effect upon the
construction or interpretation of any part hereof.
20. BINDING AGREEMENT. It is understood amid agreed that this Agreement
shall be binding upon and shall inure to the benefit of the Participants, Gasco,
Pannonian and the Trustee, and the respective heirs, successors and assigns of
each of them.
21. FULL UNDERSTANDING; NO SIDE AGREEMENTS. Each Participant has read
amid fully understood the foregoing provisions of this Agreement and
acknowledges that this Agreement is executed and delivered solely on the basis
of the terms herein and not on the basis of any other representations or
warranties, side agreement or similar arrangement amid that Participant has
freely and voluntarily executed this Agreement.
22. ARBITRATION. Any controversy, claim or dispute arising out of,
connected with, in any way concerning or relating to this Agreement, the Trust
Agreement, the Trust and/or the Plan, or the rights amid obligations of the
parties shall, upon the request of any party, be settled by arbitration in
accordance with the commercial arbitration rules then obtaining of the American
Arbitration Association (or any other form of arbitration acceptable to the
parties). Such arbitration shall be held in Denver, Colorado. Each party shall
bear the costs and expenses incurred by it in conducting the arbitration and
shall pay its proportionate share of the cost of any arbitrator jointly selected
by the parties (or their respective arbitrators). The decision made pursuant to
such arbitration shall be binding and conclusive on all parties involved; and
any judgment upon such decision may be entered in the court of any forum, state
or federal, having jurisdiction.
23. HERINGER INTERESTS. On account of extraordinary services performed
by Kevin Heringer in connection with the procurement of, and negotiation of
favorable terms with regard to, certain agreements and leases acquired by
Pannonian, Pannonian has reserved and has transferred and assigned or will
transfer and assign to Kevin Heringer and/or entities affiliated with Kevin
Heringer (Kevin Heringer and such entities collectively referred to as
"Heringer") certain overriding royalty interests (the "Heringer Interests"), all
as more particularly delineated in the Final Settlement Terms. Accordingly, each
of the Participants acknowledges and agrees that the Heringer Interests will be
deducted before any overriding royalty is allocated to any of the Participants.
24. GASCO/PANNONIAN CONTINUING OBLIGATIONS. With regard to any
overriding royalty interests arising from the production of oil and gas on the
acreage described or referred to in the Schedule of Leases and Contracts
identified in Schedule 2 to Exhibit "A," which is attached hereto and
incorporated herein by this reference, Gasco amid Pannonian are instructed and
directed to transfer and assign such royalty interests directly to the
individuals listed in the Final Settlement Terms (or the designee of such
individual) in the corresponding percentage interests appearing opposite the
name of such individual.
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25. PARTICIPANT'S CONTINUING RIGHTS AND INTEREST. With regard to any
overriding royalty interests arising from the production of oil and gas on tile
acreage described or referred to in the Schedule of Leases and Contracts
identified in Schedule 2 to Exhibit "A," which is attached hereto and
incorporated herein by this reference, any Participant shall be entitled to
enforce directly against Gasco and Pannonian any failure to timely carry out and
perform the instruction and directions with regard to any such transfer and
assignment of such royalty interests as described in the Section of the
Agreement captioned "Gasco/Pannonian Continuing Obligations" or elsewhere in
this Agreement. Such Participant, its personal representatives, heirs,
successors shall be entitled to recover reasonable attorney's incurred in
connection with the enforcement of such rights amid recovery of amounts owed to
such Participant.
26. BINDING AGREEMENT; LEGAL ACTION. In the event that this Agreement
is not executed by all of the identified parties by DECEMBER 31, 2002, at the
option of Gasco, this Agreement shall be (a) binding and enforceable by and
among those participants that have executed this Agreement if at least ninety
percent (90%) of the Fixed Participants and at least seventy-five (75%) of the
Annual Participants have executed this Agreement; or (b) null and void and of no
further force and effect. In the event that this Agreement is determined to be
null and void (either on account of an insufficient number of Participants
executing this Agreement or at the election of Gasco) then, at the expense of
Gasco, either Gasco or the Trustee shall be authorized to proceed by appropriate
legal proceedings to seek, among other appropriate relief, an adjudication
ordering and decreeing that the Trust Agreement be terminated and a declaration
regarding the distribution of the Trust Estate, the eligible distributees and
the amount of property to be distributed to each such distributee.
[BALANCE OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, this Agreement is executed and effective as of the
date first above written or, as applicable, effective as of the Effective Date.
Signed /s/ Marc A. Bruner
--------------------------------------
Marc A. Bruner
Blauenweg 29
4116 Metzerlen
Switzerland
Signed /s/ Mark A. Erickson
--------------------------------------
Mark A. Erickson
1135 East Kistler Ct.
Highlands Ranch, CO 80126
Signed /s/ Howard O. Sharpe
--------------------------------------
Howard O. Sharpe
9357 South Prairie View Dr.
Highlands Ranch, CO 80126
Signed /s/ Thomas G. Fails
--------------------------------------
Thomas G. Fails
965 South Monroe St.
Denver, CO 80209
Signed /s/ Dawne F. Meyer
--------------------------------------
Dawne F. Meyer
3941 Mount Olympus Way
Salt Lake City, UT 84124
Signed /s/ Mr. Paul Hayes
--------------------------------------
Mr. Paul Hayes
209 Middle Ridge Road
P.O. Box 410
Stratton Mountain, VT 05155
Signed /s/ Robin Dean
--------------------------------------
Robin Dean
401 Leyden St.
Denver, CO 80220
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PANNONIAN ENERGY INC.
By: /s/ Michael Decker
-----------------------------------------
Michael Decker
Executive V.P. & COO
Address: 14 Inverness Drive East Suite H-234
Englewood, Colorado 80111
GASCO ENERGY, INC.
By: /s/ King Grant
-----------------------------------------
King Grant, CFO
Address: 14 Inverness Drive East Suite H-234
Englewood, Colorado 80111
JAMES H. PORTER, TRUSTEE
PANNONIAN EMPLOYEE ROYALTY TRUST
/s/ James H. Porter
- --------------------------------------------
James H. Porter, Trustee
Address: 4076 N. Lazy K Drive
Castle Rock, Colorado 80104
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EXHIBIT A
ROYALTY CALCULATION SUMMARY
Final Settlement Terms
31 December 2002
Attached to and made a part of the
Trust Termination and
Distribution Agreement
Unless defined herein, capitalized terms shall have the meaning given them in
the Trust Termination and Distribution Agreement, dated as of December 31, 2002
(the "Agreement").
All overriding royalty interests owned of record by the Pannonian Employee
Royalty Trust (defined herein and in the Agreement as the "Trust") or to which
the Trust is entitled as a result of agreements in force, identified in the
attached Schedule 2, at the date hereof shall be divided and assigned to the
persons and in the amounts shown in Tables 1 through 5, below.
Generally, the Founding Participants (indicated by an asterisk (*) receive 33%
of each such overriding royalty. In Utah, however, Kevin Heringer, who is not a
Participant under the Trust, receives 25% of the total overriding royalty
reserved by Pannonian on any lease earned from Shenandoah and Pendragon and
12.5% of any overriding royalty reserved by Pannonian on the specific leases
identified in the attached Schedule 1. The Heringer Interests are deducted
before any overriding royalty is allocated to any other person, including the
Founding Directors.
After the percentage share of the Heringer Interests of each overriding royalty
has been deducted, the remainder of each overriding royalty is allocated among
the Founding Participants and the Annual Participants identified below, that is,
Marc Bruner, Mark Erickson, Howard Sharpe and Robin Dean, generally in
proportion to their compensation during July 2002. Specifically, the concerned
overriding royalties will be assigned and distributed in accordance with the
following five tables:
TABLE 1:
OKLAHOMA OVERRIDING ROYALTIES
<Table>
<Caption>
FOUNDING
PARTICIPANTS COMPENSATION
PARTICIPANTS SHARE SHARE TOTAL SHARE
Marc Bruner* 05.5000% 10.8958% 16.3981%
Mark Erickson* 05.5000% 11.1409% 16.6410%
Howard Sharpe* 05.5000% 05.7203% 11.2203%
Tom Fails* 05.5000% 00.0000% 05.5000%
Dawne Meyer* 05.5000% 00.0000% 05.5000%
Paul Hayes* 05.5000% 00.0000% 05.5000%
Robin Dean 00.0000% 04.6789% 04.6789%
</Table>
1
TABLE 2:
UTAH OVERRIDING ROYALTIES, EXCEPT THE OVERRIDING ROYALTIES SPECIFICALLY
SUBJECT TO TABLES 3 AND 4
<Table>
<Caption>
FOUNDING
PARTICIPANTS COMPENSATION
PARTICIPANTS SHARE SHARE TOTAL SHARE
Marc Bruner* 05.5000% 10.8958% 16.3981%
Mark Erickson* 05.5000% 11.1409% 16.6410%
Howard Sharpe* 05.5000% 05.7203% 11.2203%
Tom Fails* 05.5000% 00.0000% 05.5000%
Dawne Meyer* 05.5000% 00.0000% 05.5000%
Paul Hayes* 05.5000% 00.0000% 05.5000%
Robin Dean 00.0000% 04.6789% 04.6789%
</Table>
TABLE 3:
OVERRIDING ROYALTIES ON SHENANDOAH/PENDRAGON LEASES THAT HAVE BEEN ASSIGNED TO
PANNONIAN ENERGY INC. AT THE DATE HEREOF AND ON LEASES TO BE EARNED OR ASSIGNED
UNDER THE SHENANDOAH/PENDRAGON AGREEMENT DATED SEPTEMBER 12, 2000
HERINGER INTEREST 25%
<Table>
<Caption>
FOUNDING
PARTICIPANTS COMPENSATION
PARTICIPANTS SHARE SHARE TOTAL SHARE
Marc Bruner* 04.1250% 08.1719% 12.2969%
Mark Erickson* 04.1250% 08.3557% 12.4807%
Howard Sharpe* 04.1250% 04.2902% 08.4152%
Tom Fails* 04.1250% 00.0000% 04.1250%
Dawne Meyers* 04.1250% 00.0000% 04.1250%
Paul Hayes* 04.1250% 00.0000% 04.1250%
Robin Dean 00.0000% 03.5092% 03.5092%
</Table>
TABLE 4:
OVERRIDING ROYALTIES ON LEASES SPECIFICALLY IDENTIFIED IN SCHEDULE 1 TO
THIS EXHIBIT "A"
HERINGER INTEREST 12.5%
<Table>
<Caption>
FOUNDING
PARTICIPANTS COMPENSATION
PARTICIPANTS SHARE SHARE TOTAL SHARE
Marc Bruner* 04.8125% 09.5338% 14.3463%
Mark Erickson* 04.8125% 09.7483% 14.5608%
Howard Sharpe* 04.8125% 05.0052% 09.8177%
Tom Fails* 04.8125% 00.0000% 04.8125%
Dawne Meycr* 04.8125% 00.0000% 04.8125%
Paul Hayes* 04.8125% 00.0000% 04.8125%
Robin Dean 00.0000% 04.0941% 04.0941%
</Table>
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TABLE 5
WYOMING OVERRIDING ROYALTIES
<Table>
<Caption>
FOUNDING
PARTICIPANTS COMPENSATION
PARTICIPANTS SHARE SHARE TOTAL SHARE
Marc Bruner* 05.5000% 10.8958% 16.3981%
Mark Erickson* 05.5000% 11.1409% 16.6410%
Howard Sharpe* 05.5000% 05.7203% 11.2203%
Tom Fails* 05.5000% 00.0000% 05.5000%
Dawne Meyer* 05.5000% 00.0000% 05.5000%
Paul Hayes* 05.5000% 00.0000% 05.5000%
Robin Dean 00.0000% 04.6789% 04.6789%
</Table>
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SCHEDULE 1
TO EXHIBIT "A"
Attached to and made a part of the Pannonian Royalty Trust Final
Settlement Terms.
<Table>
<Caption>
LEASES
DESCRIPTION EXPIRATION ACRES
DATE
USA-UTU 76818 T9S-R18E 1/1/08 320.00
--------
Sec 33: S/2
USA-UTU 76489 T9S-RI9E 6/30/07 1,136.80 Sec
--------
Sec 27: Lots 10-14, SW, S2SE
31: ALL
Sec 33: Lots 5,6,13,14
Sec 35: NENE
* State ML-48266 T9S-R19E 6/15/09 640.00
--------
Sec 16: ALL
* USA-UTU 78433 T9S-R19E 6/30/09 996.37
Sec 21: N2,N2S2
Sec 22: N2, N2SW, NWSE, Lot 2
USA-UTU 76490 T10S-R19E 6/30/07 1005.02
---------
Sec 4: Lots 1,2
Sec 5: Lots 1-8
Sec 6: Lots 1-4, NW, N2SW
Sec 7: Lots l-4
Sec 8: Lots 1-4, N2NE
Sec 9: Lots 1-4
USA-UTU 76033 T9S-R19E 12/31/06 600.00
--------
Sec 19: N2, SW,
N2SE, SWSE
USA-UTU 76034 T9S-R19E 12/31/06 280.00
--------
Sec 29: SWNE, E2NW, SE
USA-UTU 76262 T9S-R1 9E 3/31/07 900.18
---------
Sec 21: LOTS 1,2, S2SW
Sec 22: SWSW
Sec 28: LOTS 5-14, NESE
Sec 29: N2N3, SENE, W2NW, SW
</Table>
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SCHEDULE 2
TO EXHIBIT "A"
EXISTING AGREEMENTS
Attached to and made a part of the Pannonian Royalty Trust Final
Settlement Terms.
1. The Purchase and Sale Agreement between Gilman A. Hill and Pannonian
Energy dated 26 January 2001.
2. The Acquisition Agreement between Phillips Petroleum Company and
Pannonian Energy Inc., dated 18 December, 2000 (as supplemented).
3. Farmout Agreement by and between Phillips Petroleum Company and
Gasco Energy Inc. dated 24 July 2002 but effective 23 January 2002.
4. Farmout Agreement by and between Phillips Petroleum Company and
Gasco Energy Inc. entered into and effective 1 September 2002.
5. The Exploration and Development Agreement by and between the State
of Utah and Pannonian Energy Inc., signed by the State of Utah on 17 April,
2001. (Gate Canyon).
6. The ElPaso Farmout agreement by and between Pannonian Energy Inc.
and ElPaso Production Oil and Gas Co. et al, dated 1 August 2002.
7. The Agreement by and between Sapient Energy Corp. and Pannonian
Energy Inc. dated 2 April 2001.
8. The Agreement and Plan of Merger made and entered into the 29th day
of June, 2001 by and among Gasco Energy, Inc. and LTM Energy Corporation and all
shareholders of LTM Energy Corporation.
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