Exhibit 10.1


 





PURCHASE AND SALE AGREEMENT


 


This Purchase and Sale
Agreement (this “Agreement”), dated June 30, 2016 (“Execution Date”), is by and between Samson
Oil & Gas USA, Inc. (“Seller”) and APEG Energy, LP, a Texas limited partnership (“Buyer”).
Seller and Buyer may be referred to herein individually as a “Party” or collectively as the “Parties.”


 


In consideration of
the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Parties agree as follows:


 


Article
I 

PURCHASE AND SALE


 


1.1Purchase
and Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Buyer, and Buyer
agrees to purchase and receive from Seller, the Assets, as defined below.


 


1.2Assets.
The “Assets” are all of Seller’s right, title, and interest, in and to the following:


 


(a)The oil and gas
leases and other leasehold interests described in Exhibit A, and all amendments, renewals, extensions, top leases or ratifications
thereof (collectively, the “Leases”), insofar and only insofar as they cover the lands described on Exhibit
A, together with the lands currently pooled, unitized, or consolidated therewith (collectively, the “Lands”);


 


(b)The oil, gas,
water, injection or disposal wells described in Exhibit B, whether drilling, awaiting completion, producing, shut-in or
temporarily abandoned (collectively, the “Wells”), together with all equipment, machinery, fixtures, casing,
tubing, flow lines, gathering lines, facilities and other tangible personal property and improvements located on Lands or used
or held for use in connection with the Wells;


 


(c)The oil, gas,
condensate, casinghead gas, plant products and other hydrocarbons, whether liquid or gaseous, in, on or under or that may be produced
from the Leases, Lands or Wells (collectively, the “Hydrocarbons”);


 


(d)To the extent
transferable, all unitization, pooling and communitization agreements, declarations, orders, permits, licenses, authorizations
and approvals, insofar as they pertain to the Leases, Lands, Hydrocarbons or Wells;


 


(e)To the extent
transferable without payment of additional consideration, all contracts, agreements and instruments pertaining to the Leases, Lands,
Hydrocarbons or Wells, including those described on Exhibit C (collectively, the “Contracts”);


 


(f)To the extent
transferable without payment of additional consideration, all surface leases, subsurface leases, surface use agreements, rights-of-way,
easements, licenses, permits and other surface or subsurface agreements used or held for use solely in connection with the Leases,
Lands, Hydrocarbons or Wells, including those described on Exhibit D (collectively, the “Surface Agreements”);
and


 






     


     


    

 


(g)All files and
records directly relating to the items described in Sections 1.2(a) through (f), including without limitation, lease,
land, well, division order, title and contract files, landowner contact information, abstracts, title opinions, and maps, but
excluding however, any files or records covered by the attorney-client or work-product privilege or confidentiality restrictions
that prevent their disclosure to Buyer (collectively, the “Records”).


 


1.3Effective
Time. The purchase and sale of the Assets shall be effective as of 7:00 a.m. Mountain Time on the day following the Closing
Date, as provided in Section 12.1 (such time, the “Effective Time”).


 


Article
II 


PURCHASE PRICE


 


2.1Purchase
Price. The purchase price for the Assets shall be Fifteen Million Dollars ($15,000,000.00) (the “Purchase Price”),
subject to adjustment in accordance with the terms and conditions set forth in this Agreement.


 


2.2Deposit.
Simultaneous with the execution of this Agreement, Buyer shall wire transfer to Seller an amount equal to One Million
and NO/100 Dollars ($1,000,000.00) (the “Deposit”). The Deposit (and all accrued interest thereon) shall be
held by Seller and either: (i) retained by Seller and credited against the Purchase Price at Closing, if Closing occurs, or (ii)
if Closing does not occur, returned to Buyer or retained by Seller in accordance with Section 11.2.


 


2.3Allocation
of the Purchase Price. The Parties have allocated the Purchase Price among the Wells as set forth in Schedule 2.3. The
amount so allocated to a particular Well is referred to herein as the “Allocated Value” for such Well.


 


2.4Adjustments
To Purchase Price. All adjustments to the Purchase Price shall be made in accordance with this Section 2.4, without
duplication.


 


(a)Proration of
Costs and Revenues. Buyer shall be entitled to all production of Hydrocarbons from or attributable to the Assets on or after
the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits
earned with respect to the Assets at or after the Effective Time, and shall be responsible for (and entitled to any refunds with
respect to) all Property Expenses, as defined herein, incurred on or after the Effective Time. Seller shall be entitled to all
Hydrocarbons produced from or attributable to the Assets prior to the Effective Time (and all products and proceeds attributable
thereto), and to all other income, proceeds, receipts and credits earned with respect to the Assets prior to the Effective Time,
and shall be responsible for (and entitled to any refunds with respect to) all Property Expenses incurred prior to the Effective
Time. “Earned” and “incurred,” as used in this Agreement shall be interpreted in accordance with GAAP and
COPAS standards, except as otherwise specified in this Agreement. For purposes of allocating production (and proceeds and accounts
receivable with respect thereto), (1) liquid Hydrocarbons shall be deemed to be “from or attributable to” the Assets
when they pass through the pipeline connecting into the storage facilities into which they are run, and (2) gaseous Hydrocarbons
shall be deemed to be “from or attributable to” the Assets when they pass through the royalty measurement meters, delivery
point sales meters, or custody transfer meters on the gathering lines or pipelines through which they are transported (whichever
is closest to the well). Seller shall utilize reasonable interpolative procedures, consistent with industry practice, to allocate
of production when exact meter readings or gauging and strapping data are not available.


 






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(b)The term “Property
Expenses” means all expenses and payments of every kind attributable to the Assets, including capital expenses, operating
expenses, facilities and plant expenses, joint interest billings, overhead costs charged to the Assets under the applicable operating
agreement, lease operating expenses, lease rental and maintenance costs, and Burdens.


 


(c)Upward Adjustments.
The Purchase Price shall be adjusted upward by:


 


(i)to the
extent received and retained by Buyer (1) the proceeds from the sale of Hydrocarbons from or attributable to the Assets prior to
the Effective Time, net of all net profit payments, royalties (including landowner’s, overriding, and nonparticipating),
and other similar burdens measured by or payable out of production of Hydrocarbons (“Burdens”) therefrom, and
(2) other proceeds earned with respect to the Assets prior to the Effective Time;


 


(ii)the
value (based on the applicable contract price) of all Hydrocarbons in pipelines, flowlines, or tanks above the pipeline connection,
or unsold inventory of plant products, in each case, as of the Effective Time and less Burdens;


 


(iii)the
amount of Property Expenses incurred from and after the Effective Time paid by Seller; and


 


(iv)any
other amount provided for in this Agreement or as may be agreed to in writing by the Parties.


 


(d)Downward
Adjustments. The Purchase Price shall be adjusted downward by:


 


(i)to the
extent received and retained by Seller: (1) the proceeds, net of Burdens, from the sale of Hydrocarbons from or attributable to
the Assets on or after the Effective Time, and (2) other proceeds earned with respect to the Assets on or after the Effective Time;


 


(ii)the
amount of Property Expenses incurred prior to the Effective Time paid by Buyer; and


 


(iii)the
amounts by which the Purchase Price is reduced pursuant to Section 3.2, due to the exercise of any preferential right to
purchase;


 


(iv)the
amounts by which the Purchase Price is reduced pursuant to Section 4.2(d), due to Title Defects;


 


(v)the
amounts by which the Purchase Price is reduced pursuant to Section 5.4, due to Environmental Defects;


 






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(vi)the
amount of Net Casualty Losses, pursuant to Section 8.2


 


(vii)the
amount of all Taxes allocated to Seller in accordance with Section 9.1 that are not paid by Seller prior to Closing; and


 


(viii)any
other amount provided for in this Agreement or as may be agreed to in writing by the Parties.


 


(e)Settlement
Statement. On or before three (3) business days prior to the Closing Date (as defined below), Seller shall submit a “Settlement
Statement” to Buyer for Buyer’s comment and approval. The Settlement Statement shall set forth Seller’s calculation
of the Purchase Price, as adjusted in accordance with Section 2.4. Within two (2) business days of receipt of the Settlement
Statement, Buyer shall deliver to Seller a written report containing any proposed changes to the Settlement Statement and an explanation
of the proposed changes. If the Parties cannot agree on the Settlement Statement on or before Closing, the Settlement Statement
as prepared by Seller will be used to adjust the Purchase Price at Closing. The Purchase Price, as adjusted under this Section
2.4, less the Deposit, is the “Closing Amount”.


 


Article
III 

BUYER’S DUE DILIGENCE


 


3.1Due Diligence.


 


(a)Access to Records.
Upon execution of this Agreement, Seller shall make the Records available to Buyer during Seller’s normal business hours
so that Buyer may conduct its due diligence review. Seller shall assist Buyer in obtaining such additional information from third
parties as Buyer may reasonably request.


 


(b)On-site Inspection.
Upon execution of this Agreement and subject to the consent of the third party operator of the Assets, Seller shall grant Buyer
and its representatives access to the Assets during Seller’s normal business hours so that Buyer may conduct, at Buyer’s
sole risk and expense, on-site inspections, including Phase I environmental assessments (each, an “Environmental Assessment”)
of all or any portion of the Assets. Buyer shall not conduct any sampling or other invasive investigation activities without the
prior notice and consent of Seller, which may be withheld in Seller’s sole discretion. If Buyer or its agents prepares an
Environmental Assessment of any Asset, Buyer shall keep such assessment confidential and promptly furnish copies thereof to Seller.
In connection with any on-site inspections, Buyer (i) shall coordinate with Seller in advance and shall not perform any on-site
inspections or Environmental Assessments without a representative of Seller accompanying Buyer; (ii) shall not interfere with the
normal operation of the Assets, (iii) shall comply with all requirements of the third party operator of the Assets, (iv) represents
that it is adequately insured; and (v) shall be liable for and shall indemnify Seller for Losses caused by Buyer or its representatives
in connection therewith.


 


3.2Preferential
Rights and Consents. The preferential rights to purchase, rights of first refusal, options or similar rights affecting any
of the Assets and the third party consents required to assign any of the Assets are set forth on Schedule 3.2. Within five
(5) business days from the Execution Date, Seller shall deliver notices to the holders thereof, and shall promptly provide copies
of any response to such notices to Buyer. To the extent that such preferential right is exercised by such third party, and such
interest to any of the Assets are sold, such interest in the Assets will be excluded from the transaction contemplated hereby (the
“Transaction”) and the Purchase Price will be adjusted downward by the Allocated Value of the Assets purchased
by the third party exercising such right.


 






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Article
IV 

TITLE MATTERS


 


4.1Definitions.


 


(a)Defensible
Title. “Defensible Title” means such ownership of any Well that, subject to and except for Permitted Encumbrances:


 


(i)entitles
Seller to receive a share of the Hydrocarbons produced, saved and marketed from any Well, after satisfaction of all Burdens thereon
(“NRI”) insofar and only insofar as to the depths described on Exhibit B, of not less than the
NRI of such Well as shown on Exhibit B;


 


(ii)obligates
the Seller to bear a share of the costs and expenses for such Well (“WI”), insofar and only insofar as
to the depths described on Exhibit B, not greater than the WI set forth in Exhibit B for such Well, except for increases
to the extent they are accompanied by a proportionate increase in Seller’s NRI in such Well; and


 


(iv)is
free and clear of all mortgages, security interests, liens, and other similar encumbrances.


 


(b)Permitted Encumbrances.
“Permitted Encumbrances” means: (i) Burdens (payable or in suspense) if the net cumulative effect of such Burdens
does not operate to reduce the NRI of Seller, with respect to any Well, below the NRI shown on Exhibit B; (ii) all rights
to consent by, required notices to, filings with, or other actions by any national, state or local government or any subdivision,
agency, court, commission, department, board, bureau, regulatory authority or other division or instrumentality thereof (a “Governmental
Entity”) in connection with the sale or conveyance of oil and gas leases or interests therein that are customarily obtained
subsequent to the sale or conveyance; (iii) all rights of any Governmental Entity to control or regulate any of the Assets in any
manner; (iv) rights of reassignment upon the surrender or expiration of any Lease; (v) vendor’s materialmen’s, mechanics’,
operators’ or other similar liens arising in the ordinary course of business in respect of obligations that are not yet due
or the time for filing such liens has expired; (vi) liens or security interests created under joint operating agreements or by
operation of Law in respect of obligations that are not yet due; (vii) liens for Taxes or assessments not yet due; (viii) any mortgage
or deed of trust granted by the lessor or affecting only the lessor’s interest in a Lease; (ix) any lien, security interest,
or encumbrance affecting the Assets that is discharged at or prior to Closing; (x) all Title Defects that Buyer has waived or is
deemed to have waived; (xi) the terms of the Leases, Contracts, Surface Agreements, and all other liens, encumbrances, agreements,
instruments, obligations, defects, and irregularities affecting the Assets that (in each case) do not individually or in the aggregate
(1) materially impair the use, ownership or operation of the Assets (as currently owned and operated), (2) reduce the
NRI of Seller in any Well below the NRI for such Well as set forth on Exhibit B, (3) obligate Seller to bear the WI
in any Well not greater than the WI set forth in Exhibit B, except for increases to the extent they are accompanied by a
proportionate increase in Seller’s NRI in such Well, in the case of subsections (2) and (3), insofar and only insofar
as to the depths described on Exhibit B, as applicable.


 






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(c)Title Defect.
“Title Defect” means any lien, encumbrance, claim, defect in or objection to real property title, excluding
Permitted Encumbrances, that renders the Seller’s title to any Well less than Defensible Title, provided however,
that the following shall not be considered Title Defects: (i) defects based on a gap in Seller’s chain of title in the applicable
county records, unless such gap is affirmatively shown to exist in such records by an abstract of title, title opinion or landman’s
title chain provided to Seller in connection with the respective Title Defect Notice; (ii) defects arising out of lack of corporate
or other entity authorization or variance in entity name; (iii) defects arising out of lack of a survey, unless a survey is expressly
required by applicable Laws; (iv) defects that are defensible by possession under applicable Laws of limitations, adverse possession
or prescription; (v) defects resulting from the failure to record releases of liens, production payments, mortgages or deeds of
trust that have expired by their own terms or the enforcement of which are barred by applicable statutes of limitation; (vi) defects
that affect only which party has the right to receive royalty payments (rather than the amount or the proper payment of such royalty
payment); (vii) defects in the chain of title based upon (1) the lack of formal or informal probate proceedings, heirship proceedings,
or similar proceedings, (2) the failure to recite marital status in any instrument, or to secure execution of any instrument by
the owner of a dower or homestead interest, or (3) the use of an affidavit of heirship or similar instrument of record to provide
evidence of the death of an individual in the chain of title and their heirs or successors in interest, in each case, unless Buyer
provides affirmative evidence that such defect results in another party’s superior claim of title; (viii) defects based solely
on lack of information in Seller’s files; (ix) defects arising from any prior oil and gas lease relating to the Lands not
being released of record, unless Buyer provides affirmative evidence that such prior oil and gas lease is still in effect and results
in another party’s superior claim of title; (x) defects arising out of a change in drilling or spacing units, tract allocation
or other changes in pool or unit participation occurring after the Execution Date; or (xi) defects commonly encountered in the
oil and gas industry in the geographic area in which the Assets are located that would not be considered material by a reasonably
prudent operator of oil and gas wells in such area with knowledge of all the facts known to the Parties and appreciation of their
legal significance.


 


4.2Title Defect
Procedure.


 


(a)Notice of Title
Defects. On or before 5:00 p.m. Mountain Time on August 15, 2016 (the “Defect Notice Date”), Buyer
shall deliver to Seller a written notice (a “Title Defect Notice”) describing (i) each Title Defect and the
Well affected thereby (a “Title Defect Property”), (ii) the basis for each Title Defect and (iii) Buyer’s
good faith estimate of the Defect Amount of each Title Defect. Any Title Defect that is not asserted by Buyer prior to the Defect
Notice Date shall be deemed to be waived by Buyer, except for breaches of Seller’s special warranty of title not known to
Buyer prior to the Defect Notice Date.


 






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(b)Title Defect
Amount. The “Title Defect Amount” is the amount by which the Allocated Value of a Title Defect Property
is reduced as a result of the Title Defect, and shall be determined in accordance with the following methodology, terms and conditions:


 


(i)if the
Title Defect is a lien or encumbrance that is liquidated in amount, the Title Defect Amount shall be the cost of removing such
lien or encumbrance;


 


(ii)if
the Parties agree on the Title Defect Amount, that amount shall be the Title Defect Amount;


 


(iii)if
the Title Defect is a discrepancy in the NRI in a Well and the NRI set forth in Exhibit B for such Well, and the working
interest for such Well is reduced proportionately, the Title Defect Amount shall be the product of (x) the Allocated Value of such
Well multiplied by (y) a fraction, the numerator of which is the amount of such discrepancy, and the denominator of which
is the NRI set forth in Exhibit B for such Well;


 


(iv)if
the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title of a type not described
in subsections (i) through (iii) above, the Title Defect Amount shall be determined by taking into account the Allocated Value
of the Title Defect Property, Seller’s interest in the Title Defect Property, the legal effect of the Title Defect, the potential
economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by the
Parties, and such other factors as are necessary to make a proper evaluation.


 


(c)Seller’s
Right to Cure. Seller shall have the option, but not the obligation, to attempt to cure any Title Defect on or before the date
that is ninety (90) days after Closing (the “Cure Period”). If Seller cures any Title Defect prior to the end
of the Cure Period, within ten (10) business days thereafter Buyer shall pay Seller the amount by which the Purchase Price was
reduced at Closing pursuant to Section 4.2(d)(i).


 


(d)Remedies for
Title Defects. Subject to Sections 4.2(c), (e) and (f), in the event that any Title Defect is not cured
or waived by Buyer prior to Closing, then at Seller’s election, in its sole discretion, (i) the Purchase Price shall be reduced
by the respective Title Defect Amount.


 


(e)Title Deductible
and Threshold. Notwithstanding any provision herein to the contrary, in no event shall there be any adjustments to the Purchase
Price or other remedies hereunder (i) for any individual Title Defect for which the Title Defect Amount is less than twenty five
thousand dollars ($25,000) (the “Defect Threshold”), or (ii) unless the sum of all Title Defect Amounts for
any Title Defects that exceed the Defect Threshold exceeds five percent (5%) of the Purchase Price (the “Defect Deductible”),
and then only for such excess amount.


 


(f)Title Dispute
Resolution. The Parties shall attempt to resolve, through good faith negotiations, all disputes concerning (i) the existence
and scope of a Title Defect, (ii) the Title Defect Amount, and (iii) the adequacy of Seller’s curative efforts
in respect of any Title Defect (the “Title Disputed Matters”). In the event the Parties cannot resolve any Title
Disputed Matter on or before Closing or ten (10) business days following the end of the Cure Period, as applicable, it shall be
resolved pursuant to Section 15.11(a).


 






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Article
V 

ENVIRONMENTAL MATTERS


 


5.1Definitions.
 


 


(a)“Environmental
Defect” means any condition in, on or under an Asset (including air, land, soil, surface and subsurface strata, surface
water and ground water or sediments), that causes an Asset and/or the Seller to be in violation of Environmental Law or a condition
that, if known to the relevant governmental authorities, would require an investigation or remediation pursuant to Environmental
Laws. For the avoidance of doubt, plugging and abandonment obligations or liabilities associated with any of the Assets shall not
be considered an Environmental Defect.


 


(b)“Environmental
Laws” means those laws, statutes, rules, regulations, decrees, judgments, orders, or policies (“Laws”)
issued or enforced by any Governmental Entity dealing with the protection of public health or the environment.


 


(c)“Remediate”
or “Remediation” means action taken to correct an Environmental Defect in accordance with applicable Environmental
Laws.


 


5.2Notice of
Environmental Defects. On or before the Defect Notice Date, Buyer shall deliver to Seller a written notice (an “Environmental
Defect Notice”) describing (a) each Environmental Defect and the Asset(s) affected thereby, (b) the basis for each Environmental
Defect, and (c) Buyer’s good faith estimate of the cost to Remediate each Environmental Defect.


 


5.3Seller’s
Right to Remediate. Seller shall have the option, but not the obligation, at Seller’s sole expense, to attempt to Remediate
any Environmental Defect prior to Closing.


 


5.4Remedies
for Environmental Defects. Subject to Section 5.5 and 5.6, if any Environmental Defect is not Remediated or waived
by Buyer prior to Closing, the Purchase Price shall be reduced by the cost to Remediate such Environmental Defect.


 


5.5Environmental
Deductible and Threshold. Notwithstanding any provision herein to the contrary, in no event shall there be any adjustments
to the Purchase Price or other remedies hereunder (i) for any individual Environmental Defect for which the cost to Remediate such
Environmental Defect is less than the Defect Threshold, or (ii) unless the aggregate costs to Remediate all Environmental Defects
that exceed the Defect Threshold exceeds the Defect Deductible, and then only for such excess amount.


 


5.6Environmental
Dispute Resolution. The Parties shall attempt to resolve, through good faith negotiations, all disputes concerning (a) the
existence and scope of an Environmental Defect, (b) the amount of the Remediation costs, and (c) the adequacy of Seller’s
Remediation of any Environmental Defect (the “Environmental Disputed Matters”). In the event the Parties cannot
resolve any Environmental Disputed Matter on or before Closing, it shall be resolved pursuant to Section 15.11(a).


 






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Article
VI 

SELLER’S REPRESENTATIONS


 


6.1Seller represents
and warrants to Buyer the following, as of the Execution Date and as of Closing:


 


(a)Status.
Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is qualified
to do business in the State of North Dakota.


 


(b)Authorization
and Enforceability. This Agreement has been duly authorized and constitutes the valid, legal and binding obligation of Seller
and is enforceable against it in accordance with its terms. Seller’s execution, delivery and performance of this Agreement
does not and will not violate any provision of Seller’s governing documents, or to Seller’s knowledge, any Law applicable
to Seller or the Assets.


 


(c)Liability
for Brokers’ Fees. Seller has not incurred any liability, contingent or otherwise, for brokers’ or finders’
fees relating to the Transaction for which Buyer shall have any responsibility whatsoever.


 


(d)Litigation.
There is no action, suit, proceeding, claim or investigation by any mediator, arbitrator or Governmental Entity pending or, to
Seller’s knowledge, threatened (1) against Seller with respect to the Assets, or (2) that is likely to impede Seller’s
ability to consummate the Transaction.


 


(e)No Bankruptcy.
There are no bankruptcy proceedings pending or, to Seller’s knowledge, contemplated or threatened in writing against Seller.


 


(f)Material
Contracts. All of the agreements that materially affect the ownership or operation of the Assets are set forth on Exhibit C
(collectively, the “Material Contracts”). Seller has not received any written notice of a default or breach
by any party to any Material Contract that has not been resolved.


 


(g)Receipt
of Proceeds/Payment of Expenses and Burdens. Seller is currently receiving its NRI share of revenue from sales of Hydrocarbons
without suspense. Seller has paid its working interest share of Property Expenses in the ordinary course.


 


(h)No Pending
Operations. To Seller’s knowledge, except as set forth on Schedule 6.1(h), there are no contractual obligations,
proposals, authorities for expenditures or elections (whether made by Seller or any third party) to conduct any operations on the
Assets on or after the Effective Time.


 


Article
VII 

BUYER’S REPRESENTATIONS


 


7.1Buyer represents
and warrants to Seller the following, as of the Execution Date and as of Closing:


 






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(a)Organization
and Standing. Buyer is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation.


 


(b)Authorization
and Enforceability. This Agreement has been duly authorized and constitutes the valid, legal and binding obligation of Buyer
and is enforceable against it in accordance with its terms. Buyer’s execution, delivery and performance of this Agreement
does not and will not violate any provision of Buyer’s governing documents, or to Buyer’s knowledge, any Law applicable
to Buyer.


 


(c)Liability for
Brokers’ Fees. Buyer has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees
relating to the Transaction for which Seller shall have any responsibility whatsoever.


 


(d)Litigation.
There is no action, suit, proceeding, claim or investigation by any mediator, arbitrator or Governmental Entity pending or threatened
in writing that is likely to impede Buyer’s ability to consummate the Transaction.


 


(e)No Bankruptcy.
There are no bankruptcy proceedings pending or, to Buyer’s knowledge, contemplated or threatened in writing against Buyer.


 


(f)Financial Resources.
Buyer has the financial resources available to close the Transaction without any financing contingency.


 


(g)Buyer’s
Evaluation. Buyer is an experienced and knowledgeable investor in the oil and gas business and is aware of its risks. Buyer
has been afforded the opportunity to examine the Records. Buyer has been advised by and has relied solely upon its own expertise
and the expertise of its legal, tax and other professional counsel concerning the Transaction, the Assets and the value thereof.


 


Article
VIII 

COVENANTS AND AGREEMENTS


 


8.1Restriction
on Operations. Unless Seller obtains the prior written consent of Buyer to act otherwise, which consent shall not be unreasonably
withheld, delayed, or conditioned, from the Execution Date to the Closing Date, Seller shall not (i) approve, propose or undertake
any operation on the Assets anticipated to cost more than fifty thousand dollars ($50,000) per operation, net to Seller’s
interest (excepting those operations set forth on Schedule 6.1(h) or emergency operations, provided Seller promptly notifies
Buyer of such emergency operations); (ii) sell, transfer, assign, convey, reserve or otherwise dispose of any material part of
the Assets (other than replacement of equipment or sale of Hydrocarbons in the normal course of business); (iii) modify, amend,
terminate or release any Lease, Surface Agreement or Material Contract; (iv) enter, or agree to enter, any contract or agreement
affecting the Assets; (v) let lapse any of Seller’s insurance now in force that would constitute a Material Contract; (vi)
elect to go “non-consent” or otherwise not participate in any operation proposed with respect to the Assets, or (vii)
waive, release, assign, settle or compromise any right, claim, action or proceeding relating to the Assets.


 






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8.2Casualty
Loss. Prior to Closing, if any Asset, or portion thereof, is destroyed by fire or other casualty or taken or threatened to
be taken in condemnation or under the right of eminent domain (a “Casualty Loss”), and the resulting loss exceeds
twenty five thousand dollars ($25,000) based on the Allocated Value of the affected Well, then the following shall occur. Prior
to Closing, Seller, at its sole option and expense, may elect to cure a Casualty Loss, with respect to affected personal property
by repairing it or replacing it with personal property of similar grade or utility, and with respect to affected real property,
by replacing it with real property of a similar nature and kind that is reasonably acceptable to Buyer. If prior to Closing the
Casualty Loss is cured to Buyer’s reasonable satisfaction, Buyer shall purchase the affected Asset at Closing for the Allocated
Value thereof, and Seller shall be entitled to all insurance proceeds with respect thereto. If a Casualty Loss is not cured to
Buyer’s reasonable satisfaction prior to Closing, then Buyer may (i) decline to purchase such Asset, in which event the Purchase
Price shall be reduced by the Allocated Value of such Asset and Seller shall be entitled to all insurance proceeds with respect
thereto; or (ii) elect to purchase such Asset, in which event the Purchase Price shall be reduced by the estimated cost to repair
or replace such Asset, in accordance with this Section 8.2, up to the Allocated Value thereof, less the amount of
insurance proceeds with respect thereto (the reduction being the “Net Casualty Loss”).


 


8.3Announcements.
The Parties shall consult with each other with regard to all press releases and other announcements concerning this Agreement or
the Transactions, allowing a reasonable period of time, not to exceed two (2) business days, for review and comment by the other
Party; provided, however, that the foregoing shall not prevent either party from timely complying with any applicable securities
laws or stock exchange rules. Notwithstanding anything to the contrary in this Section 8.3, neither Party shall be named
in any press release or other announcement without such Party’s prior written consent, which shall not be unreasonably withheld.


 


8.4Disclaimers.
EXCEPT FOR THE SPECIAL WARRANTY OF TITLE CONTAINED IN THE ASSIGNMENT AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER
IN ARTICLE VI, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED AS TO (i) (i) THE
ENVIRONMENTAL CONDITION OF THE ASSETS, OR ANY MATTER RELATING TO ENVIRONMENTAL LAWS, DEFECTS, LOSSES, HAZARDOUS SUBSTANCES, HYDROCARBONS,
NORM OR THE PROTECTION OF HUMAN HEALTH, SAFETY, OR THE ENVIRONMENT, (ii) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS
IN OR FROM THE ASSETS, (iii) ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (iv) THE CONDITION,
QUALITY, SUITABILITY, MERCHANTABILITY, FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR MARKETABILITY
OF THE ASSETS, OR (v) THE CONFORMITY TO MODELS OR SAMPLES, AND BUYER WAIVES ALL RIGHTS OF A PURCHASER UNDER LAW TO CLAIM DIMINUTION
OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE OR OTHER CONSIDERATION, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES
THAT BUYER SHALL BE DEEMED TO BE OBTAINING THE ASSETS IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS”
AND “WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), AND THAT BUYER
HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE.


 






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Article
IX 

TAXES


 


9.1Taxes.
“Taxes” shall mean all ad valorem, property, production, excise, net proceeds, severance and all other taxes
and similar obligations assessed against the Assets or based upon or measured by the ownership of the Assets or the production
of Hydrocarbons or the receipt of proceeds therefrom, other than income taxes. All Taxes based on or attributable to the ownership
of the Assets shall be deemed attributable to the period of such ownership (notwithstanding that the value of such Assets for purposes
of assessing such taxes may be based on the prior year’s production), with those Taxes attributable to periods prior the
Effective Time allocated to Seller, and those Taxes attributable to periods on or after the Effective Time allocated to Buyer.
All Taxes based on production of Hydrocarbons, shall be deemed attributable to the period during which such production occurred,
with those Taxes attributable to periods prior the Effective Time allocated to Seller, and those Taxes attributable to periods
on or after the Effective Time allocated to Buyer. In each case, Taxes shall be prorated where the Effective Time occurs during
any such period. For the purposes of calculating the Closing Amount pursuant to Section 2.4(d)(vii), any Taxes not yet assessed
by the applicable Governmental Entity shall be estimated based on the best information available; provided that for purposes
of calculating the Final Purchase Price, any Taxes not yet assessed by the applicable Governmental Entity prior to the Final Settlement
Date shall be re-estimated based on the best information available at the time of the Final Settlement Statement, and such re-estimated
amounts shall thereupon become the full and final settlement of such Taxes for purposes of this Agreement, regardless of whether
the actual amount of such Taxes, as assessed, is more or less. After Closing, Buyer shall timely file or cause to be filed all
returns for Taxes required to be filed after Closing and shall timely pay or cause to be paid all Taxes that become due and payable
after the Closing.


 


Article
X 

CONDITIONS PRECEDENT TO CLOSING


 


10.1Seller’s
Conditions Precedent. The obligations of Seller at Closing are subject to the satisfaction or waiver at or prior to Closing
of the following conditions precedent:


 


(a)(i)  All
representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as
of Closing in accordance with their terms as if such representations and warranties were remade at and as of Closing, and (ii)
Buyer shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied
by Buyer at or prior to Closing in all material respects, and (iii) Buyer shall be ready, willing and able to Close; and


 


(b)No order has been
entered by any Governmental Entity having jurisdiction over the Parties or the subject matter of this Agreement that restrains
or prohibits the Transaction and that remains in effect at the time of Closing.


 






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10.2Buyer’s
Conditions Precedent. The obligations of Buyer at Closing are subject to the satisfaction or waiver at or prior to Closing
of the following conditions precedent:


 


(a)(i)  All
representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects at and
as of Closing in accordance with their terms as if such representations and warranties were remade at and as of Closing, (ii) Seller
shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller
at or prior to Closing in all material respects, and (iii) Seller shall be ready, willing and able to Close; and


 


(b)No order has been
entered by any Governmental Entity having jurisdiction over the Parties or the subject matter of this Agreement that restrains
or prohibits the Transaction and that remains in effect at the time of Closing.


 


Article
XI 

RIGHT OF TERMINATION


 


11.1Termination.
This Agreement may be terminated as follows:


 


(a)by mutual consent
of the Parties;


 


(b)by Seller, if
Seller’s conditions set forth in Section 10.1 are not satisfied or are not capable of satisfaction on or before the
Closing Date through no fault of Seller, and are not waived by Seller;


 


(c)by Buyer, if Buyer’s
conditions set forth in Section 10.2 are not satisfied or are not capable of satisfaction on or before the Closing Date
through no fault of Buyer and are not waived by Buyer;


 


(d)by either Party,
in the event that the aggregate reduction to the Purchase Price pursuant to Section 3.2, 4.2(d), 5.4 and 8.2
exceeds twenty percent (20%) of the Purchase Price; or


 


(e)by either Party,
if Closing has not occurred on or before October 31, 2016.


 


11.2Remedies.


 


(a)Buyer’s
Breach. If Closing does not occur because the conditions set forth in Section 10.1 are not satisfied or waived prior
to Closing, and Buyer does not have a right to terminate this Agreement pursuant to Section 11.1(c), (d) or (e),
Seller shall elect, in its sole discretion, to terminate this Agreement and retain the Deposit as its sole and exclusive remedy,
seek damages from Buyer, or pursue the remedy of specific performance.


 


(b)Seller’s
Breach. If Closing does not occur because the conditions set forth in Section 10.2 are not satisfied or waived prior
to Closing, and Seller does not have a right to terminate this Agreement pursuant to Section 11.1(b), (d) or (e),
the Deposit shall be returned to Buyer or Buyer may elect, in its sole discretion, to pursue the remedy of specific performance.


 


(c)Other Termination.
If this Agreement is terminated pursuant to Section 11.1(a) (d) or (e), the Deposit shall be returned to Buyer
and this Agreement shall become void and of no further force or effect.


 






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Article
XII 

CLOSING


 


12.1Date of
Closing. The “Closing” of the Transaction shall be held at 9:00 a.m. Mountain Time on August 31st,
2016, at the offices of Seller, or such other date, time or place as the Parties may agree. Notwithstanding the foregoing, the
Closing shall be automatically extended by two (2) additional one (1) month periods, provided that Buyer shall deliver an extension
payment to Seller of Fifty Thousand and NO/100 Dollars ($50,000) on or before the Closing Date or the extended Closing Date, as
applicable. The date the Closing actually occurs shall be the “Closing Date”.


 


12.2Closing
Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed
to have occurred simultaneously with the others:


 


(a)Seller shall execute,
acknowledge and deliver to Buyer an Assignment, Bill of Sale and Conveyance in the form attached as Exhibit E, conveying
the Assets to Buyer with a special warranty of title by, through and under Seller but not otherwise;


 


(b)The Parties shall
execute the Settlement Statement;


 


(c)Buyer shall deliver
the Closing Amount to Seller by wire transfer in immediately available funds;


 


(d)Seller shall execute
and deliver to Buyer a Certificate of Non-Foreign Status in the form attached as Exhibit F;


 


(e)Seller shall execute,
acknowledge and deliver transfer orders or letters in lieu thereof notifying all purchasers of production of the change in ownership
of the Assets and directing all purchasers of production to make payment to Buyer of proceeds attributable to production from the
Assets;


 


(f)Seller shall deliver
to Buyer a release, in recordable form, of the mortgage encumbering the Assets; and


 


(g)The Parties shall
take such other actions and deliver such other documents as are contemplated by this Agreement.


 


Article
XIII 

POST-CLOSING OBLIGATIONS


 


13.1Final Settlement
Statement. On or before the date that is ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer,
in accordance with customary industry accounting practices, a proposed final settlement statement (the “Final Settlement
Statement”), setting forth (i) each adjustment or payment that was not finally determined as of Closing, (ii) the
calculation of such adjustment and, (iii) the final purchase price, as so adjusted (the “Final Purchase Price”)
and enclosing any supporting documentation. On or before the date that is thirty (30) days after receipt of Seller’s
proposed Final Settlement Statement, Buyer shall deliver to Seller a written report (with supporting documentation) containing
any changes that Buyer proposes to make to the Final Settlement Statement. The Parties shall undertake to agree on the Final Settlement
Statement no later than thirty (30) days after receipt of Buyer’s written report (the “Final Settlement Date”).
On or before the Final Settlement Date, (x) Buyer shall pay to Seller the amount by which the Final Purchase Price exceeds the
Closing Amount or (y) Seller shall pay to Buyer the amount by which the Closing Amount exceeds the Final Purchase Price, as applicable,
provided however, that if the Parties cannot reach agreement on the Final Settlement Statement on or before the Final Settlement
Date, any items remaining in dispute shall be resolved pursuant to Section 15.11(a).


 






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13.2Records.
Seller shall make copies of the Records available for pick-up by Buyer within five (5) business days after the Closing Date.


 


13.3Further
Assurances. From time to time after Closing, the Parties shall each execute, acknowledge and deliver to the other such further
instruments and take such other action as may be reasonably requested in order to accomplish more effectively the purposes of the
Transaction.


 


Article
XIV 

INDEMNITY


 


14.1Buyer Assumption
of Liability and Indemnification. Upon Closing, Buyer shall assume, defend, indemnify, release and hold harmless Seller, its
affiliates, and their respective officers, directors, agents, employees and representatives from (a) all Losses of every kind and
character arising out of or connected, directly or indirectly, with (i) the ownership or operation of the Assets on or after the
Effective Time; (ii) the obligation to plug, abandon and remediate the Assets, and (iii) the environmental condition of the Assets
or any violation of Environmental Law with respect to the Assets, in each case, regardless of whether arising prior to, on or after
the Effective Time, (b) any breach of representations or warranties made by Buyer herein; and (c) any breach of any covenants or
agreements of Buyer herein.


 


14.2Seller Retention
of Liability and Indemnification. Upon Closing, Seller shall retain, defend, indemnify, release and hold harmless Buyer, its
affiliates, and their respective officers, directors, agents, employees and representatives from (a) all Losses of every kind and
character arising out of or connected, directly or indirectly, with the ownership or operation of the Assets prior to the Effective
Time, except with respect to (i) those matters covered in Section 14.1(a)(ii) and (iii), or (ii) any Taxes not yet
assessed by the applicable Governmental Entity prior to the Final Settlement Date that were settled pursuant to the second to last
sentence of Section 9.1, (b) for the applicable survival period pursuant to Section 15.6, any breach of representations
or warranties made by Seller herein; and (c) any breach of any covenants or agreements of Seller herein.


 






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14.3Losses.
As used herein, “Losses” shall mean any losses, costs, expenses (including court costs, reasonable fees and
expenses of attorneys, experts and the cost of discovery and investigation), risks, liabilities, obligations, penalties, fines,
damages, demands, suits, causes of action, judgments, claims, and sanctions of every kind and character (including civil fines)
arising from, related to or reasonably incident to matters indemnified against; EXCLUDING HOWEVER, ANY SPECIAL, CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY DAMAGES, DAMAGES FOR DIMINUTION OF VALUE OF AN ASSET, OR LOSS OF PROFITS, UNLESS INCURRED AS A RESULT OF
THE INDEMNIFIED PARTY INDEMNIFYING A THIRD PARTY.


 


14.4Limitations
on Indemnity. Notwithstanding anything to the contrary herein, in no event shall a Party be obligated to indemnify the other
Party (i) with respect to any individual Loss that does not exceed twenty five thousand dollars ($25,000) (the “Indemnity
Threshold”), (ii) unless the sum of all Losses that exceed the Indemnity Threshold exceeds five percent (5%) of the Purchase
Price, and then only such excess amount, and (iii) for the amount of any Losses that exceed twenty percent (20%) of the Purchase
Price.


 


Article
XV 

MISCELLANEOUS


 


15.1Expenses.
Except as otherwise specifically provided, all fees, costs and expenses incurred in negotiating this Agreement or in consummating
the Transaction shall be paid by the Party incurring the same.


 


15.2Exhibits/Schedules.
The Exhibits and Schedules to this Agreement are hereby incorporated in this Agreement by reference and constitute a part of this
Agreement.


 


15.3Notices.
All notices under this Agreement shall be in writing and addressed as set forth below. Any communication or delivery hereunder
shall be deemed to have been duly made and the receiving Party charged with notice (i) if personally delivered, when received,
(ii) if mailed, three (3) business days after mailing, certified mail, return receipt requested, or (iii) if sent by overnight
courier, one (1) day after sending. All notices shall be addressed as follows:


 





	If to Seller:	 	If to Buyer:
	 	 	 
	Samson Oil & Gas USA, Inc.	 	APEG Energy, LP
	1331 17th Street, Suite 710	 	3305 Northland Drive, Suite 101
	Denver, Colorado 80202 	 	Austin, TX  78731
	Attn: ______________	 	Attn: Patrick Duke
	Phone: _____________	 	Phone: (512) 387-5801
	Fax: _______________	 	Fax: ______________







 


Any Party may, by written notice so delivered
to the other Parties, change the address or individual to which delivery shall thereafter be made.


 


15.4Amendments.
This Agreement may not be amended nor any rights hereunder waived except by an instrument in writing signed by the Party to be
charged with such amendment or waiver and delivered by such Party to the Party claiming the benefit of such amendment or waiver.


 






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15.5Assignment.
Neither Party shall assign all or any portion of its respective rights or delegate all or any portion of its respective duties
hereunder unless (a) the assigning Party continues to remain primarily liable for the performance of its obligations hereunder
and (b) the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed, is obtained.


 


15.6Survival.
The representations and warranties of the Parties set forth in Section 6.1(a) through (e) and 7.1(a) through
(e), together with all of the covenants of the Parties contained herein, shall survive the Closing indefinitely. The remaining
representations and warranties of the Parties set forth in this Agreement shall expire and terminate on the date that is twelve
(12) months after the Closing Date. 15.7Governing Law. This Agreement, the Transaction and any arbitration or dispute
resolution conducted pursuant hereto shall be construed in accordance with, and governed by, the Laws of the State of Colorado.


 


15.8Entire Agreement.
This Agreement constitutes the entire understanding among the Parties with respect to the subject matter hereof, superseding all
negotiations, prior discussions, agreements and understandings relating to such subject matter.


 


15.9Binding
Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto, and their respective successors
and assigns.


 


15.10Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the Transaction is not materially affected in any adverse manner to either Party.


 


15.11Dispute
Resolution.


 


(a)In the event the
Parties cannot resolve any Title Disputed Matter or Environmental Disputed Matter prior to Closing, the Purchase Price shall be
reduced at Closing by the Title Defect Amount or Remediation costs with respect thereto, as asserted by Buyer, and such Title Disputed
Matter or Environmental Disputed Matter shall be exclusively and finally resolved pursuant to this Section 15.11(a). In
the event the Parties cannot reach agreement on the Final Settlement Statement on or before the Final Settlement Date, any items
remaining in dispute shall also be resolved pursuant to Section 15.11(a). There shall be a single expert (“Expert”),
who in the event of a Title Disputed Matter, shall be an oil and gas title attorney licensed in the State of North Dakota, in the
event of an Environmental Disputed Matter, shall be an environmental consultant, and in the event of a dispute pertaining to the
Final Settlement Statement, shall be an accountant at a regionally recognized independent accounting firm, in each case, with at
least ten (10) years of relevant experience and who has not performed professional services for either Party or any of their respective
affiliates during the previous five (5) years. The Expert shall be selected by mutual agreement of the Parties within fifteen (15)
business days after Closing or the end of the Cure Period, as applicable. If the Parties cannot mutually agree within such time
period, the Expert shall be selected by the Denver, Colorado office of the Judicial Arbiter Group (“JAG”). The
Expert shall conduct the dispute resolution proceeding by written submissions from the Parties with exhibits, supplemented with
appearances by the Parties, as the Expert may deem necessary. The Expert shall render its decision within thirty (30) days after
submission of the matters in dispute, which decision shall be final and binding upon both Parties, without right of appeal. In
making its determination, the Expert shall be bound by the relevant terms and conditions of this Agreement, and may consider such
other matters as in the opinion of the Expert are necessary or helpful to make a proper determination. The Expert shall act as
an expert for the limited purpose of determining the disputed matters submitted by either Party and may not award damages, interest
or penalties to either Party with respect to any matter. Each Party shall each bear its own legal fees and other costs of presenting
its case to the Expert, and shall bear one-half of the costs and expenses of the Expert. Within ten (10) business days after the
Expert renders its decision, the Parties shall account to each other in accordance with the terms of such decision.


 






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(b)Except for any
disputes that are governed by Section 15.11(a), all disputes between the Parties relating to this Agreement and the Transaction
shall be submitted to binding arbitration, to be conducted in accordance with this Section 15.11(b). Within fifteen (15)
business days after written demand by any Party for arbitration, the Parties shall mutually agree on a single arbitrator (“Arbitrator”)
who has not have performed professional services for any Party or any of their respective affiliates during the previous five (5)
years. If the Parties cannot mutually agree within such time period, the Arbitrator shall be selected by JAG. The arbitration shall
be governed by Colorado Law but the specific procedure to be followed shall be determined by the Arbitrator in accordance with
the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms
of this Agreement. It is the intent of the Parties that the arbitration be conducted as efficiently and inexpensively as possible,
with only limited discovery as determined by the Arbitrator without regard to the discovery permitted under the Colorado or Federal
Rules of Civil Procedure. The arbitration proceeding shall be held in Denver, Colorado and a hearing shall be held no later than
sixty (60) days after submission of the matter to arbitration, and a written decision shall be rendered by the Arbitrator within
thirty (30) days of the hearing. At the hearing, the Parties shall present such evidence and witnesses as they may choose, with
or without counsel. Adherence to formal rules of evidence shall not be required but the Arbitrator shall consider any evidence
and testimony that he or she determines to be relevant, in accordance with procedures that it determines to be appropriate. Any
award entered in the arbitration shall be made by a written opinion stating the reasons and basis for the award made, and may include
an award of reasonable attorneys’ fees, expert witness fees and other costs, if the Arbitrator so determines. The costs incurred
in employing the Arbitrator, including the fees of any independent qualified experts, shall be borne 50% by Seller and 50% by Buyer.
The Arbitrator’s award may be filed in any court of competent jurisdiction and may be enforced by any Party as a final judgment
of such court.


 


15.12Counterparts/Fax
Signatures. This Agreement may be executed by the Parties in any number of counterparts, each of which shall be deemed an original
instrument, but all of which together shall constitute but one and the same instrument. Signatures electronically transmitted by
fax or in .pdf format shall be considered binding.


 




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IN WITNESS WHEREOF,
the Parties have executed this Agreement on the Execution Date.


 





	 	SAMSON OIL & GAS USA, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Terry Barr
	 	 	TERRY BARR
	 	Its:	Chief Executive Officer
	 	 	 
	 	 	 
	 	APEG ENERGY, LP
	 	 	 
	 	By: 	APEG ENERGY GP, LLC
	 	Its:	General Partner
	 	 	 
	 	 	 
	 	By:	/s/ Patrick Duke
	 	 	PATRICK DUKE
	 	Its:	Manager
	 	 	 
	 	 	 
	 	By:	/s/ Paul Haarman
	 	 	PAUL HAARMAN
	 	Its:	Manager