Park Place Energy Corp.: Exhibit 10.2 - Filed by newsfilecorp.com





AGREEMENT

 

by and between

PARK PLACE ENERGY CORP.,

BG EXPLORATIONS EOOD

and

OVERGAS INC. AD

 

Dated as of July 11, 2013

EXHIBITS:

Exhibit A: Description of OG
Data

Exhibit B: Escrow Agreement




AGREEMENT

THIS AGREEMENT is entered into on the 11th day of
July, 2013 (the “Effective Date”) by and between Park Place Energy Corp.,
a corporation organized under the laws of the State of Nevada, USA, address
Suite 300, 400 5th Ave. SW, Alberta, Canada T2P 0L6, with SEC
Commission File No. 000-51712 and IRS Employer No. 71-0971567 duly represented
by Taisiia Popova in her capacity of Chief Executive Officer (hereinafter
referred to as "PPEC"), BG Explorations EOOD, EIK 201993869, a
limited liability company incorporated and existing under the laws of Bulgaria,
address 23, Serdika str., 1202 Sofia, Bulgaria represented by David Roy Johnson
in his capacity as Manager (hereinafter referred to as “BGE”) and
Overgas Inc.AD, UIC 040845618, a joint stock company incorporated and
existing under the laws of Bulgaria, address 1407 Sofia, Bulgaria, 5 Philip
Kutev str., duly represented by Sasho Dontchev in his capacity of Executive
Director (hereinafter referred to as "OG"). The companies named above,
and their respective successors and permitted assignees (if any), may sometimes
individually be referred to as a "Party" and collectively as the
"Parties".

RECITALS:

	A. 	
      On October 4, 2010 the Bulgarian Council of Ministers
      granted to PPEC a permit for the exploration and prospecting of oil and
      natural gas pursuant to Article 2, Para. 1, Item 3 of the Underground
      Resources Act for Block 1-11 Vranino, located in the District of Dobrich,
      Bulgaria (herein called the (“Vranino Permit”) in Decision No. 718 by the
      Bulgarian Council of Ministers, which decision was promulgated in State
      Gazette issue 80 dated 12 October 2010. OG filed an appeal of that
      decision which was decided by the three judge panel of the Supreme
      Administrative Court, Fifth Division under administrative case 4560/2013
      in Decision No. 8248 on June 12, 2013. (herein called the
    “Decision”);

	 	 
	B. 	
      The Decision denied OG’s appeal and upheld the award of
      the Vranino Permit to PPEC. OG has the right to appeal the Decision within
      14 days of the official notice of the Decision to OG;

	 	 
	C. 	
      OG as a participant in the competition procedure for
      issuing of the Vranino Permit has accumulated and analyzed a large amount
      of geological and geophysical data which covers and includes the area
      covered by the Vranino Permit. In that connection OG is ready to prepare
      various expert reports and interpretations of the data which is more
      specifically detailed on Exhibit A attached hereto (collectively
      hereinafter referred to as the “OG Data”);

	 	 
	D. 	
      The Parties desire to resolve and settle the dispute
      concerning the grant of the Vranino Permit to PPEC and cause the dismissal
      of the Appeal subject to the terms and conditions set forth
  herein.



NOW, THEREFORE, in consideration of the premises and the mutual
covenants and obligations set out below and to be performed, PPEC, BGE and OG
agree as follows:




ARTICLE 1

PURCHASE OF OG DATA

1.1 Agreement to
Purchase

BGE hereby agrees to purchase the OG Data from OG for a
purchase price equal to Three Hundred Eight Thousand Seven Hundred Fifty Euros
(€ 308,750) plus VAT for a total of Three Hundred Seventy Thousand Five Hundred
Euros (€ 370,500) which is without withholding tax or any other tax (hereinafter
called the “Purchase Price”).

1.2 Escrow of the Purchase
Price

To secure payment of the Purchase Price, BGE shall, upon
execution of this Agreement, deposit the Purchase Price into an escrow account
established at the law firm of Atanassov & Ivanov (Reg. No. BULSTAT
131257887, Bulgaria) pursuant to an Escrow Agreement. The Purchase Price shall
be deposited in the escrow account before (1) the receiving by the Escrow Agent
of the executed originals of this Agreement and the Escrow Agreement and before
(2) the expiration of the OG’s term to appeal the Decision. The Escrow Agreement
shall be in the form attached hereto as Exhibit B. The Escrow Agreement
shall be signed concurrently with this Agreement by and between OG, PPEC, BGE
and the law firm of Atanassov & Ivanov who shall serve as “Escrow Agent”
under the Escrow Agreement. Concurrent with signing the Escrow Agreement, the
Escrow Agent shall furnish to OG a duly certified bank statement which confirms
that the Escrow Agent has the Purchase Price on deposit in escrow account.

1.3 Release of Purchase Price
from Escrow

The Escrow Agent shall, pursuant to the terms of the Escrow
Agreement, release the Purchase Price from escrow and deliver the Purchase Price
to OG only if and within one (1) day of the date after the right of OG to appeal
the Decision has expired and OG has not appealed the Decision. OG shall furnish
written confirmation to the Escrow Agent that OG has not filed an appeal of the
Decision and that the time within which OG has the right to file an appeal of
the Decision has expired. The Escrow Agent is liable for the existence of the
funds (the Purchase Price) deposited in the escrow account for the period from
when the funds are deposited into the escrow account until the funds are
delivered by the Escrow Agent in compliance with its certain contract
obligations.

1.4 Right to Retain Copy of OG
Data

OG shall deliver to BGE the OG Data in digital version; OG Data
shall also include hard copies of the reports listed in Exhibit A. OG shall be
entitled to retain a copy of the OG Data for the sole purpose of the possible
scientific study and commercial production of natural gas based on alternative
methods set out in Article 4 below and the respective rights concerning this
Data solely for achieving of this purpose.




ARTICLE 2
ABANDONMENT OFAPPEAL

2.1 Abandonment of the Appeal
by OG

OG agrees not to appeal the Decision if within the term for
appealing it has received by the Escrow Agent a written confirmation that it can
provide OG with (1) a duly certified bank statement which confirms that the
Escrow Agent has the Purchase Price on deposit in escrow account and (2) the
executed by PPEC and BGE originals of this Agreement and the Escrow Agreement.
Upon the Decision becoming final and un-appealable, the expected result will be
that title to the Vranino Permit shall be held by PPEC free and clear of all
claims and encumbrances created by, through or under OG.

When the Decision is final and un-appealable, then:

A. OG agrees that it has no further or
additional objections to the grant of the Vranino Permit to PPEC and that it
shall take no action or position which would impair the right of PPEC to the
Vranino Permit with any third party or governmental agency with respect thereto.


B. PPEC agrees that it has no
objections to OG concerning the court procedure and the subject of this
Agreement and that it shall take no action or position which would impair any of
the rights of OG with any third party, governmental agency, court or any other
administrative organization with respect thereto.

2.2 Agreement regarding
Costs

PPEC agrees that PPEC, being an interested party participating
in the administrative court proceedings under court cases as per the Inventory
of the Supreme Administrative Court No 4560/2013, Fifth Division, No
13789/2010, Fifth Division and No 12540/2012, Five Member Panel, Second
Department, hereby agrees that PPEC is solely responsible for its own attorney
fees and for any claims for court expenses arising out of the court proceedings
held under the said administrative court cases No 4560/2013, No 13789/2010 and
No 12540/2012. PPEC expressly agrees it makes no claim for any such expenses
against OG.

OG agrees that OG, being the claimant participating in the
administrative court proceedings under court cases as per the Inventory of the
Supreme Administrative Court No 4560/2013, Fifth Division, No
13789/2010, Fifth Division and No 12540/2012, Five Member Panel, Second
Department, hereby agrees that OG is solely responsible for its own attorney
fees and for any claims for court expenses arising out of the court proceedings
held under the said administrative court cases No 4560/2013, No 13789/2010 and
No 12540/2012. OG expressly agrees it makes no claim for any such expenses
against PPEC.




ARTICLE 3
Deliveries

3.1 Deliveries by
PPEC

	A. 	
      Concurrent with execution of this Agreement, PPEC shall
      deliver, or cause to be delivered, the executed original of this Agreement
      and the Escrow Agreement to the Escrow Agent with an original copy to OG.
      BGE and shall deposit the Purchase Amount with the Escrow Agent in
      accordance with the terms of the Escrow Agreement.



3.2 Deliveries by
OG

	A. 	
      Concurrent with execution of this Agreement, OG shall
      deliver, or cause to be delivered, the executed original of this Agreement
      and the Escrow Agreement to the Escrow Agent with a copy to BGE and
      PPEC.

	 	 
	B. 	
      As soon as possible but no later than five (5) Business
      Days following (1) receipt of the Purchase Price from the Escrow Agent and
      (2) expiration of the right of OG to appeal the Decision, OG shall cause
      to be hand delivered to BGE a package containing all of the OG Data
      specified in Exhibit A to the following address: C/O Atanassov &
      Ivanov Law Firm, 23 Serdica Str., Sofia 1202, Bulgaria, Attention: Ilian
      Ivanov.



3.3 Deliveries by Escrow
Agent

	A. 	
      Concurrent with execution of this Agreement, the Escrow
      Agent shall deliver, or cause to be delivered, a copy of the executed
      original of this Agreement and the Escrow Agreement to PPEC, BGE and to
      OG.

	 	 
	B. 	
      Concurrent with execution of this Agreement, the Escrow
      Agent shall deliver to OG a duly certified bank statement which confirms
      that the Purchase Price is on deposit in escrow account.

	 	 
	C. 	
      The Escrow Agent shall deliver to OG the Purchase Price
      from escrow according to provisions of Article 1.3
above.



3.4 Deliveries by
BGE

	A. 	
      Concurrent with execution of this Agreement, BGE shall
      deliver, or cause to be delivered, the executed original of this Agreement
      and the Escrow Agreement to the Escrow Agent with a copy to OG and PPEC
      and shall deposit the Purchase Amount with the Escrow Agent in accordance
      with the terms of the Escrow Agreement.







ARTICLE 4
UNDERSTANDING REGARDING POTENTIAL STUDY


4.1 Ability to Propose
Study

At any time up to six (6) months prior to the end of the
initial five (5) year term of the Vranino Permit, either Party may propose to
the other Party that the Parties form a consortium for the purpose of engaging
in a scientific study of the potential application of alternative production of
natural gas from the area covered by the Vranino Permit. 

4.2 Right and Option to
Participate

Upon the submission by one Party to the other Party of a
proposal according to the provisions of Article 4.1 above the Parties agree to
attempt, in good faith, to negotiate an agreement. Neither Party shall have any
liability to the other Party in the event the Parties fail to reach a mutually
acceptable agreement.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE
PARTIES

5.1 PPEC's Representations and
Warranties

PPEC makes the following representations and warranties to OG
as of the date hereof:

	A. 	
      Corporate Authority.

	 	 
		
      PPEC is duly organized and validly existing under the
      laws of the State of Nevada, USA. PPEC is qualified to conduct business in
      Bulgaria as necessary to perform its obligations under this Agreement.
      PPEC has all requisite corporate power and authority to enter into this
      Agreement, to perform its obligations hereunder and thereunder, and to
      consummate the transactions contemplated hereby. This Agreement, upon
      execution and delivery to OG and BGE, constitutes a legal, valid and
      binding obligation of PPEC, enforceable against PPEC in accordance with
      its terms.

	 	 
	B. 	
      Ownership.

	 	 
		
      PPEC is the sole owner, subject to the Appeal, of the
      Vranino Permit.



5.2 OG's Representations and
Warranties

OG makes the following representations and warranties to PPEC
and BGE as of the date hereof:

	A. 	
      Corporate Authority.








		
      OG is duly organized and validly existing under the laws
      of Bulgaria. OG is qualified to conduct business in Bulgaria as necessary
      to perform its obligations under this Agreement. OG has all requisite
      corporate power and authority to enter into this Agreement, to perform its
      obligations hereunder and thereunder, and to consummate the transactions
      contemplated hereby. This Agreement, upon execution and delivery to PPEC
      and BGE, constitutes a legal, valid and binding obligation of OG,
      enforceable against OG in accordance with its terms.

	 	 
	B. 	
      Ownership of the OG Data.

	 	 
		
      OG is the sole owner of the OG Data and has the legal
      right and authority to transfer title to the OG Data to BGE in accordance
      with the terms of this Agreement.



5.3 BGE's Representations and
Warranties

BGE makes the following representations and warranties to OG as
of the date hereof:

	A. 	
      Corporate Authority.

	 	 
		
      BGE is duly organized and validly existing under the laws
      of Bulgaria. BGE is qualified to conduct business in Bulgaria as necessary
      to perform its obligations under this Agreement. BGE has all requisite
      corporate power and authority to enter into this Agreement, to perform its
      obligations hereunder and thereunder, and to consummate the transactions
      contemplated hereby. This Agreement, upon execution and delivery to OG and
      PPEC, constitutes a legal, valid and binding obligation of BGE,
      enforceable against BGE in accordance with its
terms.



ARTICLE 6
TAX

Each Party shall be obliged to report, pay and administer its
own tax obligations arising out as a result of the fulfillment of this
Agreement. Each Party shall protect, defend and indemnify each other Party from
any and all loss, cost or liability arising from the indemnifying Party's
failure to report and discharge such taxes or satisfy such obligations. 

ARTICLE 7
NOTICES

All notices authorized or required between or among the Parties
by any of the provisions of this Agreement shall be in writing (in English) and
delivered in person or by courier service or by any electronic means of
transmitting written communications. Neither verbal nor email communication
constitute good notice for purposes of this Agreement (e-mail addresses and
telephone numbers are listed below as a matter of convenience only). A notice
given under any provision of this Agreement shall be deemed delivered only when
received by the Party to whom such notice is directed.





	         If to PPEC or to BGE: 	         with
      copy to: 
	  	  
	Park Place Energy Corp. (or BG Explorations EOOD) 	  
	C/O Atanassov& Ivanov Law Firm 	C/O Macdonald Tuskey, Attorneys 
	23 Serdica Str. 	400–- 570 Granville Street, 
	Sofia 1202, Bulgaria 	Vancouver BC V6C 3P1 
	Attention: Ilian Ivanov 	Attention: Bill McDonald 
	Telephone: +359 88 870 65 60 	Telephone: +1 604 648 1674 
	Fax +359 2 983 67 84 	Email: wmacdonald@wlmlaw.ca 
	  	  
	         If to OG: 	         with
      copy to: 
	Overgas Inc. 	Overgas Inc. 
	5 Philip Kutev Str. 	5 Philip Kutev Str. 
	Sofia 1407, Bulgaria 	Sofia 1407, Bulgaria 
	Attention: Kolyo Tonev 	Attention: Vladislav Nikolov 
	Telephone: +359 2 42 83 580 	Telephone: +359 2 42 83 242 
	Fax: +359 2 9621 724 	Fax: +359 2 9621 724 


ARTICLE 8
GOVERNING LAW 

8.1 Governing
Law

The substantive law of Bulgaria, exclusive of any conflicts of
laws principles that could require the application of any other law, shall
govern this Agreement for all purposes, including the resolution of disputes
between or among the Parties.

8.2 Dispute
Resolution 

Any disputes arising out of or relating to this Agreement,
including any question regarding its existence, validity or termination, which
cannot be amicably resolved by the Parties, shall be settled in accordance with
the rules of arbitration of the Court of Arbitration at Bulgarian Industrial
Association by three (3) arbitrators appointed in accordance with said rules.
The resulting arbitral award shall be final, binding and without right of
appeal, and judgment upon such award may be entered in any court having
jurisdiction thereof. A dispute shall be deemed to have arisen when either Party
notifies the other Party in writing to that effect. Arbitration proceedings
shall be held in the Bulgarian language.




ARTICLE 9
GENERAL PROVISIONS

9.1 Further
Assurances

Each of the Parties shall do all such acts and execute and
deliver all such documents as shall be reasonably required in order to fully
perform and carry out the terms of this Agreement. 

9.2 Severance of Invalid
Provisions

If and for so long as any provision of this Agreement shall be
deemed to be judged invalid for any reason whatsoever, such invalidity shall not
affect the validity or operation of any other provision of this Agreement and
any such invalid provision shall be deemed severed from this Agreement without
affecting the validity of the balance of this Agreement.

9.3
Modifications

There shall be no modification of this Agreement except by
written consent of all the Parties.

9.4 Assignment

No Party may assign this Agreement or any of its rights,
interests, or obligations under this Agreement to a third party, without the
prior written consent of the other Parties. 

9.5 No Third-Party
Beneficiaries

This Agreement shall not confer any rights or remedies upon any
Person other than the Parties and their respective successors and permitted
assigns.

9.6 Fees and
Expenses

Whether or not the transactions contemplated by this Agreement
are consummated, all fees, costs and expenses incurred in connection with the
preparation and negotiation of this Agreement shall be the obligation of the
respective Party incurring such fees, costs and expenses. With respect to costs
and attorney fees incurred in the Appeal, each Party shall be responsible for
its own fees, costs and expenses. PPEC shall be responsible for the costs
associated with the Escrow Agent under the Escrow Agreement.

9.7 Counterpart
Execution

This Agreement may be executed in any number of counterparts
and each such counterpart shall be deemed an original agreement for all
purposes; provided that no Party shall be bound to this Agreement unless
and until all Parties have executed a counterpart.




9.8 Public
Announcements

No Party is authorized to make any announcement/disclosure
concerning the related negotiations and the text of this Agreement and its
Exhibits which are absolutely confidential. This obligation is not applicable if
it is necessary for a Party to disclose the Agreement or some part of the
information specified above in order to comply with the applicable laws, rules
or regulations of stock exchange authority having jurisdiction over such Party
or if there is a preliminary written consent given by the other Party for each
separate request/case.

9.9 Entirety

With respect to the subject matter contained herein, this
Agreement (i) is the entire agreement of the Parties; and (ii) supersedes all
prior understandings and negotiations of the Parties.

[Remainder of Page Intentionally Left Blank]




IN WITNESS WHEREOF, each Party has caused its duly authorized
representative to sign this instrument on the date set out in the first sentence
of this Agreement. 

	 	PPEC: 
	 	  
	 	Park Place Energy Corp., a corporation
      existing 
	 	under the laws of the State of Nevada, USA
  
	 	  
	 	  
	 	By:
      /s/ “Taisiaa Popova” 
	 	Name: Taisiia Popova 
	 	Its: Chief Executive Officer 
	 	  
	 	BGE: 
	 	  
	 	BG Explorations EOOD, a limited
      liability 
	 	company existing under the laws of Bulgaria
  
	 	  
	 	  
	 	By:
      /s/ “David Roy Johnson” 
	 	Name: David Roy Johnson 
	 	Its: Manager 
	 	  
	 	  
	 	OG: 
	 	  
	 	OG Inc. AD, a corporation existing under
      the laws 
	 	of Bulgaria 
	 	  
	 	  
	 	By:
      /s/ “Sasho Dontchev” 
	 	Name: Sasho Dontchev 
	 	Its: Executive Director 


Consent: The law firm of Atanassov &
Ivanov, through is duly authorized representation, hereby signs this document
for the sole and exclusive purpose of consenting to serve as Escrow Agent under
the form of Escrow Agreement attached to this Agreement as Exhibit B.

	 	By:
      /s/ “Stoyan Atanassov” 
	 	Name:
      Stoyan Atanassov 
	 	Its:
    






Exhibit A

OG DATA

Development of geological model for the central part of
Dobrudza Coal Deposit and Basin

OG Data shall include the following prepared data, maps,
models and reportsof the conducted geological surveys of Dobrudza Coal Deposit
on the basis of existing geological and geophysical information.

Scope of work:

	Investigation, analysis, assessment and systematization of existing
  information.
  
	Digitization of well log data and preparation of tables of geological
  cross sections of the wells in the area.
  
	Identification of well log and geological markers.
  
	Advanced correlation of well data using well log and geological markers.
  
	Structural and tectonic researches and analyses.
  
	Preparation of a fault model of the Dobrudza Coal Deposit.
  
	Preparation of structural maps, thickness maps and cross-sections of coal
  seams in the Dobrudza Coal Deposit.
  
	Calculating the reserves of hard coal.
  
	Development of a geological model of the Dobrudza Coal Deposit. 


OG Data shall include the following data used in the scope
of work:

	1. 	
      All well logs including mud and bond logs (to the extent
      existing).

	2. 	
      All well reports including well completion
  reports.

	3. 	
      All published data and
information.