SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
August 18, 1995
DELTA PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 0-16203 84-1060803
(State of Commission (I.R.S. Employer
Incorporation) File No. Identification No.)
Suite 3310
555 17th Street
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 293-9133
ITEM 5. OTHER EVENTS.
A. Effective August 10, 1995, the Company entered into an
agreement with Corporate Relations Group, Inc. ("CRG") for
public relations services. A copy of this agreement is
attached hereto as Exhibit 99.1. Under the agreement CRG will
receive 54,546 shares of the Company's common stock. CRG and
another entity, Corporate Holdings, Inc., each received
300,000 options with exercise prices ranging from $5.50 per
share to $11.00 per share and with terms ranging from six
months to five years.
In addition, on August 18, 1995, the Company completed the
sale of 231,000 shares of the Company's common stock to CRG
and its designees for $750,000 with net proceeds to the
Company of $675,000 after payment of certain fees. Agreements
dated August 15, 1995 relating to the sale are attached hereto
as Exhibit 99.2. Under the purchase agreement the Company has
committed to register the shares within 30 days or to increase
the number of shares to be delivered by 25,000 shares with an
increase of an additional 5,000 shares each 30 days thereafter
until the expiration of six months after which the Company has
agreed to repurchase all shares issued for $750,000 and to
deliver a promissory note therefore until payment has been
made at 15% per annum from the date funds were received.
B. On May 22, 1995, the Company was informed by
LoTayLingKyur, Inc. ("LTLK") that it had assigned a portion of
its convertible promissory note from the Company in the
original principal amount of $1,250,000 dated November 20,
1992 ("Note") to Bion Environment Technologies, Inc. ("BION").
Thereafter, on June 15, 1995 and on June 16, 1995, Bion and
LTLK, respectively, each agreed to convert its portion of the
Note to the Company's common stock. Copies of agreements
relating to the conversions are attached hereto as Exhibits
99.3 and 99.4. As a result of the conversion, on July 7, 1995
the Company issued 192,160 shares of restricted common stock
to LTLK and on July 26, 1995 the Company issued 178,042 shares
of restricted common stock to Bion. Both Bion and LTLK have
executed voting agreements in favor of the Company's
Chairman/CEO, Aleron H. Larson, Jr. and its President, Roger
A. Parker, for the shares purchased. The voting agreement of
LTLK, dated May 19, 1994, is incorporated by reference from
Exhibit 28.1 to the Company's Form 8-K dated May 24, 1994.
The voting agreement of Bion dated June 26, 1995 is included
in Exhibit 99.3 attached hereto.
C. On August 3, 1995, the Company entered into an agreement with
Miller Financial Group, Inc. ("MFG") whereby MFG was engaged
to provide investment banking services to the Company for one
year. MFG received compensation of; a) 25,000 shares of the
Company's restricted common stock; b) a warrant to purchase
100,000 shares of Delta common stock at $5.50 per share for a
period of two years; and c) a warrant to purchase 100,000
shares of Delta common stock at $8.50 per share for a period
of three years. A copy of the agreement is attached hereto as
Exhibit 99.5.
D. On July 20, 1995, the Company sold a warrant to purchase
50,000 shares of the Company's common stock at $6.00 per share
for one year to Howard Jenkins. The purchase price of the
warrant was $500. A copy of the agreement relating to the
sale of the warrant is attached hereto as Exhibit 99.6.
E. On May 9, 1995, the Company entered into related agreements
with Frank Leo and Anthony Cappaze whereby each of them were
to provide consultation and assistance to the Company related
to public relations and investment banking. Each of the above
individuals received 5,000 shares of the Company's restricted
common stock; warrants to purchase 75,000 shares of the
Company's common stock at $6.875 per share for one year; and
warrants to purchase 75,000 shares of the Company's common
stock at $10.00 per share for four years which warrants were
not to vest unless and until the first warrants had been
exercised. In addition, the Company agreed to issue an
additional 20,000 shares of its restricted common stock to
each individual after the exercise of the first set of
warrants. Copies of the agreements with Leo and Cappaze are
attached as Exhibit 99.7.
Neither of the above individuals has performed under the
agreements. Based upon a recent phone conversation with Mr.
Cappaze, the Company is expecting to have the shares and
warrants returned. In the event that the shares and warrants
are not returned, the Company will seek to cancel the
consideration given to these individuals.
F. On August 1, 1995, the Company entered into an employment
agreement with David Castaneda for the period commencing
August 1, 1995 and ending February 1, 1995 during which Mr.
Castaneda is engaged to serve as manager of shareholder
relations, broker relations and marketing. A copy of the
employment agreement is attached hereto as Exhibit 99.8.
G. Effective June 29, 1995, the Company and LoTayLingKyur, Inc.
("LTLK") entered into an agreement whereby the promissory note
("Note") from Delta to LTLK in the original principal amount
of $100,000 was extended to September 1, 1995. As
consideration for the extension of the Note, the Company gave
an option to LTLK to purchase 50,000 shares of Delta common
stock at $6.00 per share until September 1, 1997 or 30 days
after registration of the underlying shares, whichever is
later. A copy of this agreement is attached hereto as Exhibit
99.9. The Note has subsequently been paid in full.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Agreement between Corporate Relations Group, Inc. and
Delta Petroleum Corporation effective August 10, 1995.
99.2 Agreements dated August 15, 1995 between Corporate
Relations Group, Inc. and Delta Petroleum Corporation to
purchase Delta common stock.
99.3 Agreement between Bion Environmental Technologies and
Delta Petroleum Corporation dated June 26, 1995 and a
Stock Voting Agreement dated June 26, 1995.
99.4 Agreement between LoTayLingKyur, Inc. and Delta Petroleum
Corporation effective June 15, 1995.
99.5 Agreement between Miller Financial Group, Inc. and Delta
Petroleum Corporation effective August 3, 1995.
99.6 Agreement relating to the warrant sold to Howard Jenkins
effective July 20, 1995.
99.7 Agreements between Frank Leo and Anthony Cappaze
effective May 9, 1995.
99.8 Employment agreement with David Castaneda dated August 1,
1995.
99.9 Agreement dated June 29, 1995 with LoTayLingKyur, Inc. to
extend promissory note.
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
DELTA PETROLEUM CORPORATION
(Registrant)
Date: August 31, 1995 By: /s/Aleron H. Larson, Jr.
Aleron H. Larson, Jr.
Chairman/C.E.O.
INDEX TO EXHIBITS
(1) Underwriting Agreement. Not applicable.
(2) Plan of acquisition, reorganization, arrangement, liquidation
or succession. Not applicable.
(3). (i) Articles of Incorporation and Bylaws. Not Applicable.
(3).(ii) Bylaws
(4) Instruments defining the rights of security holders, including
indentures. Not applicable.
(5) Opinion: re: Legality. Not Applicable.
(6) Opinion: re: Liquidation Preference. Not Applicable.
(7) Opinion: re: Liquidation Preference. Not Applicable.
(8) Opinion: re: Tax Matters. Not Applicable.
(9) Voting Trust Agreement. Not Applicable.
(10) Material Contracts. Not Applicable.
(11) Statement re: Computation of Per Share Earnings.
Not Applicable.
(12) Statement re: Computation of Ratios. Not Applicable.
(13) Annual Report to Securities Holders, etc.
Form 10-Q or quarterly report to security holders. Not Applicable.
(14) Material Foreign Patents. Not Applicable.
(15) Letter re: Unaudited Interim Financial Information.
Not Applicable.
(16) Letter re Change in Certifing Accountant.
Not applicable.
(17) Letter re Director Resignation. Not applicable.
(18) Letter re Change in Accounting Principles. Not Applicable.
(19) Report Furnished to Security Holders. Not Applicable.
(20) Other Documents or Statements to Security Holders.
Not applicable.
(21) Subsidiaries of the Registrant. Not Applicable.
(22) Published Report Regarding Matters Submitted to Security
Holders. Not Applicable.
(23) Consents of experts and counsel. Not applicable.
(24) Power of Attorney. Not applicable.
(25) Statement of Eligibility of Trustee. Not Applicable.
(26) Invitations for Competitive Bids. Not Applicable.
(27) Financial Data Schedule. Not Applicable.
(28) Information from reports furnished to state insurance
regulatory authorities. Not Applicable.
(99) Additional Exhibits.
99.1 Agreement between Corporate Relations Group, Inc. and
Delta Petroleum Corporation effective August 10, 1995.
99.2 Agreements dated August 15, 1995 between Corporate
Relations Group, Inc. and Delta Petroleum Corporation to
purchase Delta common stock.
99.3 Agreement between Bion Environmental Technologies and
Delta Petroleum Corporation dated June 26, 1995 and a
Stock Voting Agreement dated June 26, 1995.
99.4 Agreement between LoTayLingKyur, Inc. and Delta Petroleum
Corporation dated June 15, 1995.
99.5 Agreement between Miller Financial Group, Inc. and Delta
Petroleum Corporation effective August 3, 1995.
99.6 Agreement relating to the warrant sold to Howard Jenkins
effective July 20, 1995.
99.7 Agreements between Frank Leo and Anthony Cappaze
effective May 9, 1995.
99.8 Employment agreement with David Castaneda dated August 1,
1995.
99.9 Agreement dated June 29, 1995 with LoTayLingKyur, Inc. to
extend promissory note.
Corporate
Relations
Group, Inc.
LEAD GENERATION/CORPORATE RELATIONS AGREEMENT
THIS AGREEMENT is made this 10th day of August, 1995, between
CORPORATE RELATIONS GROUP, INC., a Florida corporation (hereinafter
"CRG"), and DELTA PETROLEUM CORPORATION, (the "Client").
RECITALS
1. The Client wishes to retain CRG to provide corporate relations
services to the Client.
2. CRG is willing to provide such corporate relations services as
are more fully described herein.
NOW THEREFORE, in consideration of the mutual promises contained
herein, it is agreed as follows:
1. Furnishing of Information by Client. The Client shall furnish
to CRG information about the Client such as copies of
disclosure and filing materials, financial statements,
business plans, promotional information and background of the
Client's officers and directors ("Information Package"). The
Client shall update the Information Package oil a continuous
basis. The Client understands that the sole purpose for
providing CRG with the Information Package is for utilization
in a Lead Generation/corporate relations program. CRG is not
obligated to assess the financial viability of the Client.
CRG may rely on, and assume the accuracy of the Information
Package.
2. Representations and Warranties of Client. The Client
represents that all information included in the Information
Package furnished to CRG shall disclose all material facts and
shall not omit any facts necessary to make statements made on
behalf of the Client not misleading.
3. Covenants of the Client. The Client Covenants and warrants
that any information submitted for dissemination will be
truthful, accurate, in compliance with all copyright laws and
all other applicable laws and regulations and will not be
submitted in connection with any improper or illegal act or
deed.
4. Based on the Information Package, CRG will perform the services
more fully described in Exhibit "A" for a period of 12 months
pursuant to the terms hereof, which services shallspecifically
include CRG making oral representations on behalf of the Client
pursuant to the following procedures:
(a) Preparation of Proofs. CRG shall prepare proofs and or
tapes of the agreed upon materials and information, as set for
dissemination, for the Client's review and approval;
(b) Correction and Changes of Proofs and or Tapes. CRG shall
make all corrections and changes that the Client may request.
(c) Sign Offs. All approvals, corrections and change of
proofs by the Client shall be signed by a duly authorized
representative of the Client. The Client hereby designates the
individual(s) listed in Exhibit "C" hereof as authorized
representatives for purposes of this paragraph 4(a), (b) and
(c); and CRG may rely upon this designation.
5. Compensation. Refer to Exhibit "B".
6. Assumption of Liability and Indemnification. The Client
assumes and claims all responsibility and liability for the
content of all information disseminated on behalf of the
Client which have been approved by client. The Client shall
indemnify and hold CRG, its subsidiaries and parent company
harmless from and against all demands, claims or liability
arising for any reason due to the context of information
disseminated on behalf of the Client. This indemnity shall
include any costs incurred by CRG including, but not limited
to, legal fees and expenses incurred both in administrative
proceedings, at trial and appellate levels, in settlement of
claims, and payment of any judgement against CRG.
7. Assignment and Delegation. Neither party may assign any rights
or delegate any duties hereunder without the other party's
express prior written consent.
8. Entire Agreement. This writing contains the entire agreement of
the parties. No representations were made or relied upon by
either party, other than those expressly set
forth. Furthermore, the Client understands that CRG makes no
guarantees, assurances or representations in regard to the
results of its corporate relations program. No agent, employee
or other representative of either party is empowered to alter
any of the above terms, unless done in writing and signed by an
executive officer of the respective parties.
9. Controlling Law and Venue. This Agreement's validity,
interpretation and performance shall be controlled by and
construed under the laws of the State of Colorado.
10. Prevailing Party. In the event of the institution of any
legal proceedings or litigation, at the trial level or
appellate level, with regard to this Agreement, the prevailing
party shall be entitled to receive from the non-prevailing
party all costs, reasonable attorney's fees and expenses.
11. Failure to Object not a Waiver. The failure of either party
to this Agreement to object to, or to take affirmative action
with respect to any conduct of the other which is ill
violation of the terms of this Agreement shall not be
construed as a waiver of the violation or breach, or of any
future violation, breach or wrongful conduct.
12. Notices. All notices or other documents under this Agreement
shall be in writing and delivered personally or mailed by
certified mail, postage prepaid, addressed to the
representative or Company as follows:
COMPANY: CORPORATE RELATIONS GROUP, INC.
1801 Lee Road, Suite 301
Winter Park, FL 32789
Attention: Roberto E. Veitia, President
DELTA PETROLEUM CORPORATION
555 17th Street Suite 3310
Denver, CO 80202
Attention: Aleron H. Larson, Jr., Chairman/CEO
13. Headings. Headings in this Agreement are for convenience only
and shall not be used to interpret or construe its provisions.
14. Time. For all intents and purposes. time is of tile essence
with this agreement.
15. Agreement Not To Hire. The Client understands and appreciates
that CRG has invested a tremendous amount of time, energy and
expertise in the training of its employees to be able to
provide the very service that Client desires. Client further
understands that should an employee be enticed to leave, then
CRG will be damaged in an amount the parties are incapable of
calculating at this time. Therefore, the Client agrees not to
offer employment to any employee or subcontractor of CRG, nor
to allow any officer or director of Client to offer such
employment with Client or any other company with whom officers
and directors of Client are employed or hold a financial stake
for a period of three (3) years.
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
CORPORATE RELATIONS GROUP, INC.
BY:/s/Roberto E. Veitia
Roberto E. Veitia, President
DELTA PETROLEUM CORPORATION
BY:/s/Aleron H. Larson, Jr.
Aleron H. Larson, Jr., Chairman
EXHIBIT "A"
The Corporate Relations Services to be provided by the Company
for a 12 month period are as follows:
I. ADVERTISING and PRINTING SERVICES
A. MoneyWorld Magazine Lead Generation mailing (100,000 print run
total for the twelve month period)
* Eighteen page, four color magazine will be created of which
four page advertorial will be dedicated to the Client.
* Creative concept, color separations, copy work and printing
* 100,000 to be mailed
* 1 page advertorial/1 junior page advertorial in two issues
of MoneyWorld.
B. Growth Industry Report - 4 page four color, follow-up mail piece
designed for additional informational purposes that is mailed to
respondents. A total of 5,000 will be printed.
C. The Core Broker Program - CRG will produce a core of 8-10
retail brokers, market makers and or money managers who will
take positions in the stock of "DELTA PETROLEUM CORPORATION".
This process will begin immediately upon CRG receiving the
payment as stipulated in Exhibit B and will be completed no
later than a month before mailing occurs. Upon completion,
selection and approval of the Core Broker Group, CRG will
arrange a Core Broker meeting. This will last for two days,
which will include; a show and tell from the top management of
"DELTA PETROLEUM CORPORATION" in intense training of these
core brokers.
D. Public relations exposure to newsletter writers, trade
publications and financial gurus. At CRG's discretion, it
will pay for any special reports that may be required. The
Client shall be totally responsible for all travel expenses
for the purpose of due diligence of the company by financial
newsletter writers and/or brokers. The Client will have total
pre-approval rights on these trips.
E. Inclusion as a featured "Lead Generator of the Month" in
Confidential Fax Alert, a newsletter transmitted by fax to over
3,000 Brokers. This newsletter will be sent out a second time
with an update. (First to be completed, as soon as possible.)
F. Preparation of a Broker Bullet Sheet to be sent to every broker
who shows interest in working the leads and the stock. (As soon
as possible)
G. Lead Tracking Summary maintained for all response leads
generated and provided
H. Follow-up with shareholders, brokers, funds and institutions.
I. Investor Relations - Press release placements in market
publications. The Client shall pay the actual cost incurred for
these wire services.
J. Two Location Road Shows - Locations to be determined. Client
will cover all expenses of Road Shows. Client will have prior
approval over those expenses.
K. Junior Page Advertising in either the Individual Investor
Magazine or Investor's Business Daily.
L. Advertising Insert in Market Express mailed to 25,000 active
subscribers.
M. CRG will distribute at its cost the due diligence packages to
all inquiring brokers. The Client shall supply the necessary
materials for this package.
N. CRG guarantees a minimum of 3 % return of qualified investor
leads specifically generated for the Company.
O. Advice on Fund Raising.
1. If travel is required, the Client will pay transportation
and hotel expenses.
P. Assistance in review of documentation to be sent to brokers.
1. If travel is required, the Client will pay transportation
and hotel expenses.
Q. Assistance in public relations with investment newsletter
writers and financial institutions.
1. If travel is required, the Client will pay transportation
and hotel expenses.
R. Advice on mergers and acquisitions.
1. If travel is required, the Client will pay transportation
and hotel expenses.
EXHIBIT "B"
PAYMENT AGREEMENT
made by and between
DELTA PETROLEUM CORPORATION
and
CORPORATE RELATIONS GROUP, INC.
THIS AGREEMENT is made this 4th day of August, 1995 and will
serve as confirmation of payment terms for services to be
provided DELTA PETROLEUM CORPORATION, "CLIENT") whereby CORPORATE
RELATIONS GROUP, INC. ("CRG") has agreed to perform said services
as defined in the "Lead Generation / Corporate Relations
Agreement."
TERMS
A. CLIENT will pay to CRG, THREE HUNDRED THOUSAND DOLLARS ($300,000
U.S. cy) or as a convenience to Client, 300,000 DOLLARS worth of
free trading DELTA PETROLEUM CORPORATION common shares. The
formula shall be tile $300,000 U.S. cy divided by the BID PRICE
of the shares on the date of signing this agreement which has
been determined to be $5.50. This will equal the amount of
shares payable to CRG. This has been determined to be 54,546
common shares of DELTA PETROLEUM CORPORATION.
B. This Agreement is subject to compliance with the rules of the
Exchanges and Securities Commissions on which Client is listed
and registered.
C. In the event of termination of the Agreement by client, CRG
shall be fully released and forever discharged by Client from
any further obligations or liabilities with respect to the "Lead
Generation/Corporate Relations Agreement" and any results
therefrom, save and except liabilities arising from CRG's own
negligence during the term of this Agreement. Concurrently,
Client shall be fully released and forever discharged by CRG
from any and all obligations of further payments or liabilities
with respect to the "Lead Generation/Corporate Relations
Agreement. "This release in no way affects Point #6, Page 2 of
the "Lead Generation/Corporate Relations Agreement."
D. Shares shall be made free trading through the registration that
is mutually agreed upon by the Company's attorney and CRG's
attorney.
E. Company shall issue options to CRG as outlined below.
Amount Price Duration
75,000 shares at $5.50 Six (6) months from the date of
this agreement
75,000 shares at $6.60 One (1) year from the date of
this agreement
50,000 shares at $7.70 Three (3) years from the date of
this agreement
50,000 shares at $8.80 Five (5) years from the date of
this agreement
50,000 shares at $11.00 Five (5) years from the date of
this agreement
F. In addition, for services rendered in international marketplace,
consulting and assistance in international acquisitions of
potential oil producing properties, Corporate Holdings, Inc.
will receive the following options:
Amount Price Duration
75,000 shares at $5.50 Six (6) months from the date of
this agreement
75,000 shares at $6.60 One (1) year from the date of
this agreement
50,000 shares at $7.70 Three (3) years from the date of
this agreement
50,000 shares at $8.80 Five (5) years from the date of
this agreement
50,000 shares at $11.00 Five (5) years from the date of
this agreement
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
CORPORATE RELATIONS GROUP,INC.
BY:/s/Roberto E. Veitia
Roberto E. Veitia, President
DELTA PETROLEUM CORPORATION
BY:/s/Aleron H. Larson, Jr.
Aleron H. Larson, Jr., Chairman/CEO
EXHIBIT "C"
DELTA PETROLEUM CORPORATION hereby designates the following person
or persons to act on its behalf for purposes of signing off on all
copies pursuant to Paragraph 4 of this Corporation Relations
Agreement. CRG may rely upon the signature of any of the
following:
/s/Aleron H. Larson, Jr. Aleron H. Larson, Jr.
DIRECTOR (PLEASE SIGN) DIRECTOR (PLEASE PRINT)
/s/Roger A. Parker Roger A. Parker
PRESIDENT (PLEASE SIGN) PRESIDENT (PLEASE PRINT)
VICE PRESIDENT (PLEASE SIGN) VICE PRESIDENT (PLEASE PRINT)
INVESTMENT REPRESENTATION AGREEMENT
Delta Petroleum Corporation
C/O 555 17th Street, Suite 3310
Denver, Colorado 80202
Gentlemen:
1. Subscription. The undersigned CORPORATE RELATIONS GROUP, INC.
(and its designees) hereby agrees to acquire, from Delta Petroleum
Corporation ("DPC" or the "Company") 231,000 shares of the
restricted and legended common stock of DPC (collectively the
"Securities"), for $ 750,000 in a private negotiated transaction
in accordance with the attached agreement of even date herewith and
pursuant to Section 3(b) and/or 4(2) of the Act (and the
regulations promulgated thereunder) and/or other applicable
statute, rule and\or regulation.
2. Representations and Warranties. The undersigned warrants and
represents to the Company that:
a. The Securities are being acquired by the undersigned for
investment for its own account, and not with a view to the offer or
sale in connection therewith, or the distribution thereof, and that
the undersigned is not now, and will not in the future,
participate, directly or indirectly, in an underwriting of any such
undertaking except in compliance with applicable registration
provisions of the Act.
b. The undersigned will not take, or cause to be taken, any
action that would cause it to be deemed an underwriter of the
Securities, as defined in Section 2(11) of the Securities Act of
1933, as amended (the "Act").
c. The undersigned has been afforded an opportunity to
examine such documents and obtain such information concerning the
Company as it may have requested, including without limitation all
publicly available information, and has had the opportunity to
request such other information (and all information so requested
has been provided) for the purpose of verifying the information
furnished to it and for the purpose of answering any question it
may have had concerning the business affairs of the Company and it
has reviewed to the extent desired by it the Articles, Bylaws and
Minutes of the Company, documentation concerning the Company's
financial condition, assets, liabilities, share ownership and
capital structure, operations, sales, management, public market,
public filings, litigation and other material contracts and
matters.
d. The undersigned (and its officers, directors and/or
agents, as applicable) have had an opportunity to personally ask
questions of, and receive answers from, one or more of the officers
and directors of the Company and/or the attorneys for the Company
to ascertain and verify the accuracy and completeness of all
material information regarding the Company, its business and its
officers, directors, and promoters. The undersigned has had an
opportunity to ask questions of and receive answers from duly
designated representatives of the Company concerning the terms and
conditions pursuant to which the Securities are being acquired by
it.
e. The undersigned understands that its acquisition of the
Securities from the Company is a negotiated private transaction.
f. By reason of the knowledge and experience of the
undersigned (and that of its officers and directors and their
respective advisors and investment bankers) in financial and
business matters in general, and investments in particular, it is
capable of evaluating the merits and risks of an investment in the
Securities.
g. The undersigned is capable of bearing the economic risks
of an investment in the Securities.
h. The undersigned's present financial condition is such
that it is under no present or contemplated future need to dispose
of any portion of the Securities to satisfy any existing or
contemplated undertaking, need or indebtedness.
i. If required to do so, it has retained to advise it, as to
the merits and risks of a prospective investment in the Securities,
a purchaser representative, legal counsel, financial and accounting
advisors, investment bankers, etc.
j. The undersigned hereby represents and warrants to the
Company that all of the representations, warranties and
acknowledgements contained in this agreement, and the agreements,
if any, to which this document is attached as an exhibit are true,
accurate and complete as of the date herein and acknowledges that
the Company, its officers, directors, agents, and affiliates have
relied on its representations and warranties herein in consenting
to the restricted issuance and/or transfer of the Securities and
the undersigned hereby agrees to indemnify and hold the Company
(together with its officers, directors, agents and affiliates)
harmless with respect to any and all expenses, claims or litigation
(including without limitation reasonable attorney's fees related
thereto) arising from or related to breach of any warranty or
representation herein.
3. Restrictions. The undersigned acknowledges and understands that
the Securities are unregistered and must be held
indefinitely unless they are subsequently registered under the Act
or an exemption from such registration is available.
The undersigned further acknowledges that it is fully aware of
the applicable limitations on the resale of the Securities. Rule
144 (the "Rule") permits sales of "Restricted Securities" held for
not less than two years and upon compliance with the requirements
of such Rule. Further, the Securities must be sold in an active
market and appropriate information relating to the Company must be
generally available in order to effectuate a transaction pursuant
to the Rule by an affiliate of the Company.
Any and all certificates representing the Securities and any
and all securities issued in replacement or conversion thereof or
in exchange thereof shall bear the following legend, or one
substantially similar thereto, which the undersigned has read and
understands:
The Securities represented by this Certificate have not been
registered under the Securities Act of 1933 (the "Act") and
are "restricted securities" as that term is defined in Rule
144 under the Act. The Securities may not be offered for
sale, sold or otherwise transferred except pursuant to an
effective registration statement under the Act or pursuant to
an exemption from registration under the Act, the availability
of which is to be established to the satisfaction of the
Company.
4. Registration Rights. The undersigned shall have the
registration rights contained in the attached agreement of even
date herewith.
5. Notices. Any notices or other communications required or
permitted hereby shall be sufficiently given if sent by registered
or certified mail, postage prepaid, return receipt requested, and,
if to the Company, at the address to which this agreement is
addressed, and if to the undersigned, at the address set forth
below my signature hereto, or to such other addresses as either you
or the undersigned shall designate to the other by notice in
writing.
6. Successors and Assigns. This agreement shall be binding
upon and shall inure to the benefit of the parties hereto and to
the successors and assigns of the Company and to the personal and
legal representatives, heirs, guardians, successors and permitted
assignees of the undersigned.
7. Applicable Law. This agreement shall be governed by and
construed in accordance with the laws of the State of Colorado and,
to the extent it involves any United States statute, in accordance
with the laws of the United States, and jurisdiction and venue for
any dispute related hereto shall be in the District Court for the
City and County of Denver, Colorado.
Roberto E. Veitia By:/s/Roberto E. Veitia
Typed or Printed Name Signature
59-3131731 1801 Lee Road, Suite 301
Social Security or Tax Address
Identification Number
Winter Park, FL 32789
City, State and Zip Code
ACCEPTED:
Delta Petroleum Corporation
By:/s/Aleron H. Larson, Jr.
Dated: 8/15, 1995
AGREEMENT FOR THE SALE AND PURCHASE
OF SHARES OF DELTA PETROLEUM CORPORATION
THIS AGREEMENT, made this 15th day of August, 1995, by and
between DELTA PETROLEUM CORPORATION, a Colorado corporation
("Delta" or "the Company"), and CORPORATE RELATIONS GROUP, INC., a
Florida corporation ("CRG") .
WHEREAS, Delta agrees to sell and CRG agrees to purchase
231,000 shares of Delta common stock, for the sum of Seven Hundred
Fifty Thousand dollars ($750,000) in accordance with the attached
Investment Representation Agreement. The amount of the purchase
price shall be sent to the Company within twenty-four hours from
the date of the signing of this agreement, and
WHEREAS, the Company hereby agrees, at it's sole cost and
expense, within 10 business days, to file a Registration Statement
on Form S-3, or such other form as may be applicable and available
with respect to the aforesaid 231,000 shares or to amend another
registration statement already filed to include these shares, and
to use its best efforts to cause such registration statement to
become effective. The Company will not initiate or participate in
any Regulation S offering for a period of 12 months from the date
of this agreement without the express written consent and approval
of CRG; further, except for the private placements to the Woolworth
Fund and the Gaylord-Woolworth Trust, which are in progress, the
Company hereby grants CRG the right of first refusal to finance any
future private placements of the Company's common stock provided
that the terms, conditions and manner of payment from CRG are at
least as favorable as those offered by or which may be obtained
from a third party; and further provided that CRG shall have three
business days from date of written notice from the Company of such
private placement to enter into a commitment letter with the
Company with respect to such financing.
FURTHERMORE, the Company agrees that it will not engage or
request a roll-back of the Company issued and outstanding shares
for a period of 12 months from the date it delivers the free-
trading shares to CRG.
WHEREAS, the Company is hereby certifying that it is not
currently in default, technical or otherwise, on any lines of
credit, promissory notes, or governmental obligations (state or
federal taxes) except as may be disclosed in its filings with the
SEC. The Company agrees that it has received no correspondence
from the N.A.S.D. or NASDAQ regarding the status of it's NASDAQ
listing and hereby agrees to forward within 24 hours copies of any
correspondence from the N.A.S.D. or NASDAQ;
IN THE EVENT that the Company is unable to deliver to CRG
within 30 days the 231,000 free-trading shares under this
agreement, then the Company will increase the registration by
25,000 shares and instead deliver 256,000 shares to CRG. No
additional monies are to be paid by CRG for these shares, and an
additional 5,000 shares shall be added for every additional 30 days
thereafter until the shares are delivered on a free-trading basis
or until the expiration of six months after which the Company
agrees to repurchase all shares issued for $750,000 and to deliver
a promissory note therefore until payment has been made at 15% per
annum from date funds are wired.
CORPORATE RELATIONS GROUP, INC. DELTA PETROLEUM CORPORATION
BY:/s/Roberto E. Veitia BY:/s/Aleron H. Larson, Jr.
Roberto E. Veitia Aleron H. Larson, Jr.
President Chairman/CEO
AGREEMENT
It is agreed this 26th day of June, 1995 by and between Delta
Petroleum Corporation ("DPTR") and Bion Environmental Technologies,
Inc. ("BIET") as follows:
1) BIET will convert into DPTR common stock BIET's ownership in
a DPTR promissory note ("Note")(attached hereto as Exhibit A)
for an outstanding balance of $587,537 (principal and accrued
interest)(including interest through November 20, 1995) at the
price of $3.30 per share ("Conversion Price") on the terms and
conditions set forth below.
2) All DPTR common stock received by BIET in conversion of the
Note shall be subject to existing voting agreements, and,
therefore, BIET has no control, direct or indirect, over DPTR,
and is not an affiliate of DPTR.
3) BIET shall be issued restricted and legended common stock of
DPTR with (on the basis of applicable tacking provisions of
Rule 144) a holding period dating from November 20, 1992; and,
therefore, such shares shall be eligible for sale pursuant to
Rule 144 (subject to the terms and conditions of Rule 144)
upon issuance; and, on November 20, 1995, all DPTR shares
issued in conversion of the Note shall be tradeable without
limitations pursuant to Rule 144K; DPTR hereby consents to
sales by BIET pursuant to Rule 144 or Rule 144K, and agrees to
cooperate with BIET with regard thereto including without
limitation removal of restrictive legends at applicable dates.
4) In the event that on November 20, 1995, the Note terms would
have required a price for conversion lower than the Conversion
Price, DPTR shall issue to BIET, effective November 20, 1995,
additional shares of DPTR common stock in a manner consistent
with the terms of the Note.
Delta Petroleum Corporation
By: /s/Aleron H. Larson, Jr.
Authorized Officer
Bion Environmental Technologies, Inc.
By: /s/Jon Northrop
Authorized Officer
STOCK VOTING AGREEMENT
THIS STOCK VOTING AGREEMENT, executed this 26th day of June,
1995, is by and between Delta Petroleum Corporation ("Delta") and
Bion Environmental Technologies, Inc. ("Shareholder").
WHEREAS, Shareholder is the owner of an aggregate of 228,042
shares of the issued and outstanding common stock of Delta (the
"Shares") pursuant to certain agreements by and between Shareholder
and Delta; and
WHEREAS, Delta has demanded that the Shares be subject to
certain voting restrictions as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements of
the parties hereto and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. Shareholder hereby constitutes and appoints Aleron H.
Larson, Jr. and Roger A. Parker, and each of them, with full power
of substitution, for the period commencing on the date hereof and
ending on June 30, 2004, to vote the Shares as the proxy of
Shareholder, at any and all meetings, regular or special, of the
shareholders of Delta, or at any adjournments thereof, which may be
held during such period, hereby granting to said Aleron H. Larson,
Jr. and Roger A. Parker, and each of them (the "Proxies") as
Shareholder's attorney and proxy, all powers Shareholder would
possess if personally present at any such meetings. The proxy
granted hereby is expressly acknowledged to be coupled with an
interest and shall be irrevocable to the full extent permitted by
law until June 30, 2004, except to the extent specifically provided
in Paragraph 3 below. The proxy granted hereby revokes any other
proxy relative to the Shares heretofore granted by the Shareholder.
2. During the entire term of this Agreement, the Proxies,
and each of them shall have full and absolute discretion as to the
manner in which Shares are to be voted as to any matter whatsoever,
all without any liability or obligation of any kind to Shareholder.
3. Nothing contained herein shall be construed in such a
manner so as to prohibit or preclude the sale or exchange of all or
any part of the Shares by Shareholder in accordance with the
provisions of this Paragraph 3. In the event that all or any
portion of the Shares are sold, assigned or exchanged by
Shareholder (and/or its assigns) to a non-affiliate of Shareholder
in any transaction(s) other than a public market transaction prior
to June 30, 2004, then such transferred Shares shall remain subject
to the voting restrictions set forth above until June 30, 2004,
unless agreed otherwise in writing.
4. A counterpart of this Agreement shall forthwith be
deposited with Delta at its principal place of business.
5. This Agreement shall be construed in accordance with the
laws of the State of Colorado and shall be binding upon the
successors and assigns of each party hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed effective as of the date set forth above.
DELTA PETROLEUM CORPORATION
By: /s/Aleron H. Larson, Jr.
Authorized Officer
BION ENVIRONMENTAL TECHNOLOGIES, INC.
By: /s/Jon Northrop
Authorized Officer
AGREEMENT
It is agreed this 15th day of June, 1995 by and between Delta
Petroleum Corporation ("DPTR") and LoTayLingKyur, Inc. ("LTLK") as
follows:
1) LTLK will convert into DPTR common stock LTLK's ownership in
a DPTR promissory note ("Note")(attached hereto as Exhibit A)
for an outstanding balance of $610,347 (principal and accrued
interest) at the price of $3.30 per share ("Conversion Price")
on the terms and conditions set forth below.
2) All DPTR common stock received by LTLK in conversion of the
by LTLK in conversion of the currently in default, technical or
otherwise, on any lines of credit, promissory notes, or governmental
obligations (state or federal taxes) except as may be disclosed in its
filings with the SEC. The Company agrees that it has received no
correspondence from the N.A.S.D. or NASDAQ regarding the status of
it's NASDAQ listing and hereby agrees to forward within 24 hours copies
of any correspondence from the N.A.S.D. or NASDAQ;
IN THE EVENT that the Company is unable to deliver to CRG
within 30 days the 231,000 free-trading shares under this
agreement, then the Company will increase the registration by
25,000 shares and instead deliver 256,000 shares to CRG. No
additional monies are to be paid by CRG for these shares, and an
be tradeable without
limitations pursuant to Rule 144K; DPTR hereby consents to
sales by LTLK pursuant to Rule 144 or Rule 144K, and agrees to
cooperate with LTLK with regard thereto including without
limitation removal of restrictive legends at applicable dates.
5) In the event that on November 20, 1995, the Note terms would
have required a price for conversion lower than the Conversion
Price, DPTR shall issue to LTLK effective November 20, 1995,
additional shares of DPTR common stock in a manner consistent
with the terms of the Note.
Delta Petroleum Corporation
By: /s/Aleron H. Larson, Jr.
Authorized Officer
LoTayLingKyur, Inc.
By: /s/Mark A. Smith, President
Authorized Officer
August 3, 1995
Kevin S. Miller, Chairman/President
Miller Financial Group, Inc. ("MFG")
100 Washington Square, Suite 1319
Minneapolis, MN 55401
Dear Mr. Miller:
Upon acceptance this letter will serve as the agreement
between MFG and Delta Petroleum Corporation ("DPTR") concerning
DPTR's retention of MFG to provide investment banking services for
a period of one year from the date hereof.
1. DPTR. DPTR acquires, explores, develops and operates oil and
gas properties.
2. MFG. MFG is in the business providing corporate investment
banking services, including but not limited to, providing
public and non-public financing, introducing
merger/acquisition and joint venture candidates, negotiating
and other related services including but not limited to making
public markets in stocks.
3. Engagement of MFG. DPTR engages MFG and MFG accepts such
engagement to provide DPTR with advice; to consult with DPTR
concerning business and financial planning, corporate
organization and structure, financial matters in connection
with the operation of the business of DPTR, private and public
equity and debt financing, acquisitions, mergers and other
similar business combinations, DPTR's relations with its
securities holders, preparation and distribution of periodic
reports, and shall periodically provide to DPTR analysis of
its financial statements. Said advice and consultation shall
be provided to DPTR in such form, manner and place as DPTR
reasonably requests. MFG shall not by this Letter Agreement
be prevented or barred from rendering services of the same or
similar nature, as herein described, or services of any nature
whatsoever for, or on behalf of, persons, firms, or
corporations other the DPTR. Similarly, DPTR shall not be
prevented or barred from seeking or requiring services of a
same or similar nature from persons other than MFG.
4. Compensation. DPTR shall deliver to MFG upon execution
hereof:
a) A warrant to purchase 100,000 shares of DPTR common stock
at $5.50 per share for a period of two years from the
date hereof;
b) A warrant to purchase 100,000 shares of DPTR common stock
at $8.50 per share for a period of three years from the
date hereof;
c) 25,000 shares of DPTR restricted common stock;
d) Upon written request from MFG, DPTR will file a
registration statement with the SEC at DPTR's expense
which will include the shares underlying the warrants one
time and one time only for each warrant and will use its
best efforts to have the registration statement declared
effective. Upon being declared effective, DPTR will
cause the registration to remain effective for a period
of ninety (90) days. DPTR shall have no obligation to
file another registration statement covering the shares
underlying the warrants but may, at its election, include
them in other registration statements from time to time
prior to their expiration.
5. Non-Circumvention. DPTR agrees that MFG will be paid
additional compensation in the event DPTR should enter into an
agreement to combine with or acquire assets from persons or
entities first introduced to DPTR by MFG. DPTR agrees that it
will not consummate any such agreement without first entering
into an agreement with MFG for compensation to MFG for such
introduction and for consultation and efforts related thereto.
6. First Right of Refusal. If DPTR determines to do a public
offering of its securities during the term of this agreement,
MFG will have the first right of refusal to act as an
underwriter for said offering, provided that MFG can
demonstrate that it has the capacity to complete an
underwriting of the size contemplated.
7. Indemnification. DPTR and MFG will indemnify and hold each
other harmless from any and all losses, claims, damages or
liabilities, joint or several, to which either may become
subject in connection with any transaction contemplated by
this Letter Agreement, and agree to reimburse each other or
pay directly for any and all legal or other expenses incurred
in connection with investigating or defending any action or
claim in connection therewith; provided, however that DPTR
shall not be liable in any such case to the extent that any
such loss, claim, damage or liability is found in a final
judgement by a court of competent jurisdiction to have
resulted in material part from any act by MFG which
constitutes, or results in a material breach of any agreement
with DPTR, fraud, misconduct or negligence. The foregoing
indemnity shall also extend to directors, officers, employees,
agents and controlling personnel of MFG and DPTR.
8. Assignment. This Letter Agreement shall be binding upon and
inure to the benefit of the parties and their respective
successors and permitted assigns. Any attempt by either party
to assign any rights, duties or obligations which may arise
under this Letter Agreement without the prior written consent
of the other party shall be void.
9. Other Documentation. It is contemplated that DPTR and MFG may
from time to time enter into other agreements concerning
matters not covered herein with respect to specific services
provided thereunder. The parties will negotiate in good faith
in their attempt to consummate such agreements.
10. General Provisions.
10.1 Representations. Each party hereto represents that it
has the right authorization to enter into this Letter
Agreement and to bind itself to the terms and conditions
contained herein.
10.2 Governing Law. This Letter Agreement shall be governed
by and interpreted in accordance with the laws of the
State of Colorado.
10.3 Arbitration. Any dispute between the parties hereto
arising from or in relation to this Letter Agreement
which cannot be settled through amicable negotiation
shall be finally settled by arbitration in Denver,
Colorado in accordance with the arbitration rules of the
Arbitration Association, by three arbitrators appointed
according to the applicable arbitration rules.
10.4 No Waiver. No Provision of this Letter Agreement may be
waived except by agreement in writing signed by the
waiving party. A waiver of any term or provision of this
Letter Agreement shall not be construed as a waiver of
any other term or provision.
10.5 Entire Agreement. The Letter Agreement constitutes the
entire agreement between the parties hereto regarding the
subject matter hereof and supersedes all negotiations,
agreements and commitments in respect thereto.
10.6 Severability. If any provision of this Letter Agreement
is declared by any court of competent jurisdiction to be
invalid for any reason, such invalidity shall not affect
the remaining provisions of this Letter Agreement.
10.8. Notices.
(a) If to MFG:
Miller Financial Group
100 Washington Square, Suite 1319
Minneapolis, MN 55401
(612) 321-9700
(612) 321-9212 (fax)
(b) If to DPTR:
Delta Petroleum Corporation
555 17th Street, Suite 3310
Denver, Colorado 80202
(303) 293-9133
(303) 298-8251 (fax)
Please sign on the indicated line and send a copy to me by
facsimile transmission which shall be deemed sufficient binding
acknowledgement of our agreement. I will forward an originally
executed copy of this Letter Agreement for your records and would
ask you to sign a second copy of the Letter Agreement and return it
for my records.
Very truly yours,
DELTA PETROLEUM CORPORATION
/s/Aleron H. Larson, Jr.
Aleron H. Larson, Jr.
CEO/Chairman
AGREED TO AND ACCEPTED:
MILLER FINANCIAL GROUP, INC.
By: /s/Kevin Miller
Kevin S. Miller
Chairman/President
July 20, 1995
VIA FACSIMILE
Mr. Howard Jenkins
C/O Hunter Equities
RE: Purchase of Options
Dear Mr. Jenkins:
In consideration of $500, Delta Petroleum Corporation
("Delta") hereby agrees to sell to you warrants to purchase 50,000
shares of Delta Petroleum Corporation common stock at $6.00 per
share for a period of one year from the time that the shares
underlying the warrant are registered. The warrants are not
callable. Delta agrees to use its best efforts to register the
shares underlying the warrant as soon as possible.
Please indicate your agreement by signing a copy of this
letter where indicated below, faxing a copy back to me and sending
a check from $500. We will prepare and execute a warrant and send
it to you by return mail.
Very truly yours,
DELTA PETROLEUM CORPORATION
/s/Aleron H. Larson, Jr.
Aleron H. Larson, Jr.
CEO
/s/Howard Jenkins
Howard Jenkins
May 9, 1995
Mr. Anthony Cappaze
Trinity Funding Group
225 Millburn Avenue, Suite 202
Millburn, NJ 07041
Dear Mr. Cappaze:
This is to confirm that you will consult with and actively
assist Delta to heighten awareness of the business conducted and
performance results achieved by Delta and to consult with Delta
relating to its future funding requirements during the next twelve
months.
In consideration therefor Delta will issue to you: 5,000
shares of its restricted and legended common stock;
warrants/options to purchase 75,000 shares of Delta common stock at
$6.875 per share for one year; plus warrants/options to purchase
75,000 shares of Delta common stock at $10.00 per share for four
years which warrants/options will not vest until and unless the
warrants/options for the purchase of 75,000 shares at $6.875 per
share have been exercised. In addition, Delta will issue an
additional 20,000 shares of its restricted and legended common
stock in your name which shares will be delivered to you after you
or your assigns have exercised your warrants/options to purchase
75,000 shares at $6.875 per share. All shares issued and shares
underlying the above warrants/options will be included in a
registration statement filed with the SEC, upon demand. To the
extent that the registration of these shares would interfere or
conflict with or occur at or near any other planned registration
then inclusion of these shares in a registration statement will be
subject to the approval of any underwriter that may be involved in
such registration. Any shares not so registered will be included,
upon demand, in the same manner in a later registration statement
and the expiration dates of any options will be extended as
necessary to allow registration of the underlying shares.
If the warrants/options to purchase 75,000 shares at $6.875
are not exercised during their term then the 20,000 shares
referenced above will be deregistered and cancelled.
Please sign below where appropriate to indicate your agreement
with and acceptance of these terms.
Thank you.
Very truly yours,
DELTA PETROLEUM CORPORATION
/s/Aleron H. Larson, Jr.
By: Aleron H. Larson, Jr.
Chairman/CEO
/s/ Anthony Cappaze
Anthony Cappaze
May 9, 1995
Mr. Frank Leo
44 Minebrook Road
Colts Neck, New Jersey 07722
Dear Mr. Leo:
This is to confirm that you will consult with and actively
assist Delta to heighten awareness of the business conducted and
performance results achieved by Delta and to consult with Delta
relating to its future funding requirements during the next twelve
months.
In consideration therefor Delta will issue to you: 5,000
shares of its restricted and legended common stock;
warrants/options to purchase 75,000 shares of Delta common stock at
$6.875 per share for one year; plus warrants/options to purchase
75,000 shares of Delta common stock at $10.00 per share for four
years which warrants/options will not vest until and unless the
warrants/options for the purchase of 75,000 shares at $6.875 per
share have been exercised. In addition, Delta will issue an
additional 20,000 shares of its restricted and legended common
stock in your name which shares will be delivered to you after you
or your assigns have exercised your warrants/options to purchase
75,000 shares at $6.875 per share. All shares issued and shares
underlying the above warrants/options will be included in a
registration statement filed with the SEC, upon demand. To the
extent that the registration of these shares would interfere or
conflict with or occur at or near any other planned registration
then inclusion of these shares in a registration statement will be
subject to the approval of any underwriter that may be involved in
such registration. Any shares not so registered will be included,
upon demand, in the same manner in a later registration statement
and the expiration dates of any options will be extended as
necessary to allow registration of the underlying shares.
If the warrants/options to purchase 75,000 shares at $6.875
are not exercised during their term then the 20,000 shares
referenced above will be deregistered and cancelled.
Please sign below where appropriate to indicate your agreement
with and acceptance of these terms.
Thank you.
Very truly yours,
DELTA PETROLEUM CORPORATION
/s/Aleron H. Larson, Jr.
By Aleron H. Larson, Jr.
Chairman/CEO
/s/Frank Leo
Frank Leo
EMPLOYMENT AGREEMENT
This agreement is entered into as of August 1, 1995, by and
between Delta Petroleum Corporation ("Delta" or the "Company") and
David Castaneda ("Employee").
The Company desires to retain the services of Employee as an
employee upon the conditions contained in this Agreement and
Employee desires to provide services to the Company under such
conditions.
NOW THEREFORE, in consideration of the mutual covenants and
conditions hereafter set forth, the Company and Employee agree as
follows:
1. Employment. The Company hereby agrees to engage
Employee, and Employee does hereby agree to be engaged by the
Company, upon the terms and conditions set forth in the following
paragraphs.
2. Employment Period. The Company hereby engages Employee
for the period commencing August 1, 1995 and ending February 1,
1996 ("Employment Period") to serve as director of shareholder
relations, broker relations and marketing and to render such other
services in that capacity as the Company shall reasonably require.
Employee hereby agrees to remain in the employ of the Company for
the Employment Period, provided that Employee may, by 90 days
written notice to the Company, terminate his employment with the
Company; in which case this Agreement shall terminate, except as to
provisions which survive termination of employment as provided
herein, without liability one to the other upon the date specified
by Employee.
3. Duties. Employee agrees that at all times during the
Employment Period, he will faithfully and diligently endeavor to
promote the business and business interests of the Company, and
that he will devote such time and attention to the affairs of the
Company as is necessary and appropriate; provided, however, that
this Agreement shall not restrict Employee from engaging, directly
or indirectly, in any business, investment or activity which is not
inconsistent with the performance by the Employee of his duties
under this Agreement.
4. Salary and Benefits. Subject to the provisions of
Paragraph 7 below, during the Employment Period, Employee shall be
compensated as follows:
a) Employee shall earn a salary of $15,000 per month,
payable in the company's common stock at the average bid price for
the previous month, subject to the customary payroll deductions for
Federal, State and local taxes which Employee shall direct to the
Company from the proceeds of any sale of the common stock;
b) Employee shall also receive an option to purchase 25,000
shares of common stock at a purchase price of $5.00 per share which
vests immediately and expires January 1, 1996 and shall also
receive an option to purchase 25,000 shares of common stock at
$5.625 per share which shall vest on January 1, 1996 provided that
the aforementioned option for 25,000 shares at $5.00 per share has
been exercised.
c) the Board of Directors and/or the Compensation Committee
of the Board of Directors of the Company may review Employee's
compensation from time to time with a view to making such increases
in Employee's compensation or declaring such bonuses or other
benefits to Employee as maybe merited and warranted in light of
factors considered pertinent;
5. Expenses. All pre-approved expenses incurred by Employee
in the performance of his duties under this Agreement, including
but not limited to expenses for entertainment, travel and similar
items, will be paid or reimbursed monthly by the Company in common
stock as in paragraph 4.a) above. The Company will furnish
Employee with an office in its principal executive offices in
Denver and necessary secretarial, geological, engineering, legal,
accounting and other services necessary to properly support
Employee's performance of his duties at the Company's expense.
6. Termination Upon Death and Disability. The Employment
Period shall automatically terminate upon the death of Employee;
provided, however, that in the event of the Employee's death, all
compensation Employee is entitled to receive under this Agreement
at the time of his death shall be paid to his legal representative
in accordance with the provisions of Paragraph (4)(a) hereof for
the remainder of the Employment Period.
7. Termination for Cause. Upon the occurrence of any of the
events listed below, the Company may terminate the Employee without
further obligation under this Agreement except as to provisions
which survive termination of employment or termination of this
agreement as provided herein:
a) Employee's conviction of any criminal act directly related
to Employee's duties hereunder including without limitation
misappropriation of funds or property of the Company or a felony
criminal act directly related to Employee's duties hereunder.
b) Employee's misfeasance or malfeasance in office, which
the parties agree shall mean fraud, dishonesty, wilful misconduct
or gross neglect of duties.
c) Breach by Employee of any material provision of this
Agreement.
8. Termination without Cause. In the event Employee is
terminated by the Company for any reason except as set forth at
Paragraph 7 above, he shall continue to be compensated for the
duration of the Employment Period in the full amounts provided for
in Paragraphs 4, 5, and 6 hereof.
9. Notice of Termination. Prior to termination, for any
reason (with or without cause), Employee will be given notice
thereof sufficient to allow Employee to exercise any and all
options granted to Employee under Delta's 1993 Incentive Plan but
which notice in any event shall be given not less than thirty (30)
days prior to such termination.
10. Parties in Interest. This Agreement shall be binding
upon, and shall inure to the benefit of the Company and its
successors and assigns and any person acquiring, whether by merger,
consolidation, liquidation, purchase of assets or otherwise, all or
substantially all of the Company's equity or assets, and business.
11. Choice of Law. It is the intention of the parties hereto
that this Agreement and the performance hereunder and all suits and
special proceedings hereunder be construed in accordance with and
under the laws of the State of Colorado and that in any action,
special proceeding or other proceeding that may be brought arising
out of, in connection with, or by reason of this Agreement, the
laws of the State of Colorado shall be applicable and shall govern
to the exclusion of the law of any other forum, without regard to
the jurisdiction in which any action or special proceeding may be
instituted.
12. Severance of Invalid Provisions. In case any one or more
of the provisions, or portions thereof, of this Agreement should be
determined to be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or
impaired thereby.
13. Integrated Agreement. This Agreement shall constitute
the entire agreement between the parties hereto relating to the
Engagement of Employee.
IN WITNESS WHEREOF, Employee has executed this Agreement and
the Company has caused this Agreement to be duly executed on its
behalf by its duly authorized officer, all as of the date first
above written.
DELTA PETROLEUM CORPORATION
By: /s/Aleron H. Larson, Jr.
Authorized Officer
EMPLOYEE:
/s/David Castaneda
David Castaneda
AGREEMENT
JUNE 29, 1995
LoTayLingKyur, Inc. ("LTLK") and Delta Petroleum Corporation ("Delta")
agree that, in consideration of the extension until September 1, 1995 of
the promissory note from Delta to LTLK in the original principal amount
of $100,000, Delta shall issue to LTLK an option to purchase 50,000 shares
of Delta common stock at $6.00 per share until September 1, 1997 or
30 days after the effective date of a registration including the shares
underlying the option, whichever is later.
LOTAYLINGKYUR, INC.
BY: /s/Mark A. Smith, President
DELTA PETROLEUM CORPORATION
BY: /s/Aleron H. Larson, Jr.
