Exhibit 10.1
THIRD AMENDED PURCHASE OPTION
AGREEMENT
This Third Amended Purchase Option Agreement
dated effective June 30, 2008 is between Rock Energy
Resources, Inc. f/k/a Hanover Gold
Company, Inc.(successor in interest to Rock Energy Partners,
LP), Santa Maria Pacific, LLC, Gitte-Ten, LLC d/b/a Phoenix Energy,
LLC, NW Casmalia Properties, LLC, and Orcutt Properties,
LLC.
R E C
I T A L S:
WHEREAS,
Rock Energy Partners, LP,
Santa Maria Pacific, LLC, Gitte-Ten, LLC, NW Casmalia Properties,
LLC, Phoenix Energy, LLC, and Orcutt Properties, LLC. entered into
the Base Agreement, dated as of December 1, 2007 (which was
subsequently amended by the Amendment to Base Agreement dated
February 15, 2008 executed by Rock Energy Resources, Inc.
f/k/a Hanover Gold Company, Inc., Santa Maria Pacific, LLC,
Gitte-Ten, LLC, NW Casmalia Properties, LLC, Phoenix Energy, LLC
and Orcutt Properties, LLC and Second Amendment to Base Agreement
dated as of March 25, 2008 executed by Rock Energy
Resources, Inc. f/k/a Hanover Gold Company, Inc., Santa
Maria Pacific, LLC, Gitte-Ten, LLC, NW Casmalia Properties, LLC,
Phoenix Energy, LLC and Orcutt Properties, LLC) (“Base
Agreement”);
WHEREAS,
the Base Agreement
provided for entry into the Purchase Option Agreement between REP,
Santa Maria Pacific, LLC, Gitte-Ten, LLC, NW Casmalia Properties,
LLC, Phoenix Energy, LLC, and Orcutt Properties, LLC dated
December 14, 2007;
WHEREAS,
Rock Energy Partners, LP
assigned to Hanover Gold Company, Inc. (i) all rights
under the Transaction Documents, (ii) the Initial Orcutt
Interests, and (iii) the Second Orcutt Interests. By
virtue of the assignments, Hanover Gold Company, Inc. became
the sole owner of said rights and interests;
WHEREAS,
subsequent to the
assignments referenced above, Hanover Gold Company, Inc.
changed its name to Rock Energy Resources, Inc.;
WHEREAS,
the Purchase Option
Agreement was subsequently amended by the Amendment to Purchase
Option Agreement dated February 15, 2008 executed by Rock
Energy Resources, Inc. f/k/a Hanover Gold Company, Inc.,
Santa Maria Pacific, LLC, Gitte-Ten, LLC, NW Casmalia Properties,
LLC, Phoenix Energy, LLC and Orcutt Properties, LLC and Second
Amendment to Purchase Option Agreement dated as of March 25,
2008 between Rock Energy Resources, Inc. f/k/a Hanover Gold
Company, Santa Maria Pacific, LLC, Gitte-Ten, LLC, NW Casmalia
Properties, LLC, Phoenix Energy, LLC, and Orcutt Properties,
LLC;
WHEREAS , as of March 31, 2008,
Gitte-Ten, LLC and Phoenix Energy, LLC merged with Gitte-Ten, LLC
being the surviving company; and
WHEREAS,
the Parties desire to
further amend the Purchase Option Agreement as set forth
herein.
NOW, THEREFORE,
in good and valuable
consideration, the parties agree as follows:
ARTICLE I
DEFINITIONS
The definitions of
the terms contained in the Base Agreement are incorporated
herein. All terms defined in the Base Agreement will have the
same meaning when employed in this Agreement. The following
additional terms as used in this Agreement shall have the meanings
indicated below unless the context otherwise requires:
1.1
“ Base
Agreement ” shall mean the Base Agreement dated
December 1, 2007 executed by RER and the SMP Parties, together
with all exhibits and schedules attached thereto and referenced
therein, which was subsequently amended by the Amendment to Base
Agreement dated February 15, 2008 executed by Rock Energy
Resources, Inc. f/k/a Hanover Gold Company, Inc., Santa
Maria Pacific, LLC, Gitte-Ten, LLC, NW Casmalia Properties, LLC,
Phoenix Energy, LLC and Orcutt Properties, LLC and Second Amendment
to Base Agreement dated as of March 25, 2008 executed by Rock
Energy Resources, Inc. f/k/a Hanover Gold Company, Inc.,
Santa Maria Pacific, LLC, Gitte-Ten, LLC, NW Casmalia Properties,
LLC, Phoenix Energy, LLC and Orcutt Properties, LLC, and any and
all properly executed amendments thereto that expressly provide
that they are to supplement, amend or revise said Base
Agreement.
1.2
“ Business
Day ” shall mean a day other than a Saturday, a Sunday,
or any federal holiday.
1.3
“ Closing
” shall mean the occurrence of the events necessary to
consummate a sale to RER pursuant to this Agreement.
1.4
“ Closing
Date ” shall mean the date specified as such in each
notice of intent to exercise an option described in
Article III and Article IV of this Agreement.
1.5
“ Consent
Leases ” shall mean the Leases described in
Exhibit A.
1.6
“ Default
” shall mean the occurrence of any conditions, events or acts
which would constitute an Event of Default or which with the giving
of notice or lapse of time or both would, unless cured or waived,
become an Event of Default.
1.7
“
Development/Earn in Agreement ” shall mean the
agreement dated December 14, 2007 between Rock Energy
Partners, LP, Santa Maria Pacific, LLC, Gitte-Ten, LLC, NW Casmalia
Properties, LLC, Phoenix Energy, LLC, and Orcutt Properties, LLC,
which was subsequently amended by the Amended Development Agreement
dated February 15, 2008 between Rock Energy
Resources, Inc. f/k/a Hanover Gold Company, Inc., Santa
Maria Pacific, LLC, Gitte-Ten, LLC, NW Casmalia Properties, LLC,
Phoenix Energy, LLC and Orcutt Properties, LLC and the Second
Amended Development Agreement dated as of March 25, 2008
between Rock Energy Resources, Inc. f/k/a Hanover Gold
Company, Inc., Santa Maria Pacific,
2
LLC, Gitte-Ten, LLC, NW
Casmalia Properties, LLC, Phoenix Energy, LLC, and Orcutt
Properties, LLC.
1.8
“ Event of
Default ” shall mean the occurrence of any conditions,
events or acts described in Section 8.1.
1.9
“ NW Casmalia Option A
Interests ” shall mean (i) a 5.0% BPO Working
Interest and a 4.5% APO Working Interest in the NW Casmalia Leases,
and (ii) a 5.0% BPO Working Interest and a 4.5% APO Working
Interest in the NW Casmalia Property Rights.
1.10
“ NW Casmalia Option B
Interests ” shall mean (i) a 5.0% BPO Working
Interest and a 4.5% APO Working Interest in the NW Casmalia Leases,
and (ii) a 5.0% BPO Working Interest and a 4.5% APO Working
Interest in the NW Casmalia Property Rights.
1.11
“ Option A
” shall mean the option granted pursuant to Article III
of this Agreement which is subject to the terms and conditions of
this Agreement.
1.12
“ Option A
Exercise Period ” shall mean the period from the Closing
Date with respect to the Development/Earn In Agreement Option II
until the earlier of (i) 3:00 p.m., Pacific Standard
Time, on October 31, 2008, or (ii) occurrence of an Event
of Default.
1.13
“ Option A
Interests ” shall mean the Orcutt GTL Option A Interests,
Orcutt OPL Option A Interests, Orcutt PEL Option A Interests and NW
Casmalia Option A Interests.
1.14
“ Option B
” shall mean the option granted pursuant to Article IV
of this Agreement which is subject to the terms and conditions of
this Agreement.
1.15
“ Option B
Exercise Period ” shall mean from the Closing Date with
respect to Option A until the earlier of (i) 3:00 p.m.,
Pacific Standard Time, on January 5, 2009, or
(ii) occurrence of an Event of Default.
1.16
“ Option B
Interests ” shall mean the Orcutt GTL Option B Interests,
Orcutt OPL Option B Interests, Orcutt PEL Option B Interests and NW
Casmalia Option B Interests.
1.17
“ Orcutt GTL
Option A Interests ” shall mean (i) a 5.4455% BPO
Working Interest and a 4.99009% APO Working Interest in the Orcutt
GTL Leases, other than the Shell Lease, and (ii) a 5.0% BPO
Working Interest and a 4.5% APO Working Interest in the Orcutt GTL
Property Rights, all of which are subject to and burdened by the
GTL Adjustment ORRI.
1.18
“ Orcutt GTL
Option B Interests ” shall mean (i) a 5.4455% BPO
Working Interest and a 4.99009% APO Working Interest in the Orcutt
GTL Leases, other than the Shell Lease, and (ii) a 5.0% BPO
Working Interest and a 4.5% APO Working Interest in the Orcutt GTL
Property Rights, all of which are subject to and burdened by the
GTL Adjustment ORRI.
3
1.19
“ Orcutt OPL Option A
Interests ” shall mean (i) a 5.0% BPO Working
Interest and a 4.5% APO Working Interest in the Orcutt OPL Leases,
and (ii) a 5.0% BPO Working Interest and a 4.5% APO Working
Interest in the Orcutt OPL Property Rights.
1.20
“ Orcutt OPL Option B
Interests ” shall mean (i) a 5.0% BPO Working
Interest and a 4.5% APO Working Interest in the Orcutt OPL Leases,
and (ii) a 5.0% BPO Working Interest and a 4.5% APO Working
Interest in the Orcutt OPL Property Rights.
1.21
“ Orcutt PEL Option A
Interests ” shall mean (i) a 5.0% BPO Working
Interest and a 4.5% APO Working Interest in the Orcutt PEL Leases,
and (ii) a 5.0% BPO Working Interest and a 4.5% APO Working
Interest in the Orcutt PEL Property Rights.
1.22
“ Orcutt PEL Option B
Interests ” shall mean (i) a 5.0% BPO Working
Interest and a 4.5% APO Working Interest in the Orcutt PEL Leases,
and (ii) a 5.0% BPO Working Interest and a 4.5% APO Working
Interest in the Orcutt
|
