Asset Contribution Agreement

ASSET CONTRIBUTION AGREEMENT by and between Forman Petroleum Corporation and Ascent Energy Inc. July 26, 2001 ASSET CONTRIBUTION AGREEMENT This Asset Contribution Agreement (this "Agreement"), is made and entered into on this 26th day of July, 2001, by and between Forman Petroleum Corporation, a Louisiana corporation ("Forman"), and Ascent Energy Inc., a Delaware corporation ("Ascent"). WITNESSETH: WHEREAS, Ascent is a wholly-owned subsidiary of Forman; WHEREAS, Ascent will acquire Pontotoc Production, Inc., a Nevada corporation ("Pontotoc"), pursuant to that certain Agreement and Plan of Merger dated January 19, 2001, as amended (the "Merger Agreement"); WHEREAS, in connection with and immediately prior to Pontotoc's acquisition, Forman desires to contribute, as part of a plan of recorganization, all of its assets to Ascent, and that Ascent assume certain liabilities of Forman, and that Ascent in exchange therefor issue 4,949,000 shares (the "Shares") of Ascent's common stock, $.001 par value per share (the "Common Stock"), to Forman; WHEREAS, in connection with and concurrently with the consummation of the transactions contemplated by this Agreement, Ascent proposes to issue shares of its 8% Series A Redeemable Preferred Stock and warrants to purchase shares of Common Stock entitling the holders thereof to purchase 4,050,000 shares of Common Stock (the "Warrants") so that, before giving effect to the transactions contemplated by the Merger Agreement, Forman will own 55% of the Common Stock on a fully diluted basis and the holders of the Warrants will own 45% of the Common Stock on a fully diluted basis; and WHEREAS, after giving effect to the transactions contemplated by the Merger Agreement, the former shareholders of Pontotoc will hold shares of Ascent's 8% Series B Convertible Preferred Stock (the "Series B Preferred Stock") that are convertible into 10% of the Common Stock on a fully diluted basis. NOW, THEREFORE, in consideration of the premises and of the representations, warranties, covenants and agreements contained herein, the parties do hereby represent, warrant, covenant and agree as follows: ARTICLE I Contribution of Assets Section 1.1 Contribution of Assets. At the Closing, upon the terms and subject to the conditions set forth in this Agreement and in reliance upon the representations and warranties and agreements of Forman contained herein, Forman shall assign, convey, transfer, deliver and contribute to Ascent, and Ascent shall accept from Forman all of Forman's right, title and interest in, to and under all of its existing assets (other than the Excluded Assets) (all of the right, title and interest of Forman to such assets are hereinafter collectively referred to as the "Contributed Assets"). The Contributed Assets to be so assigned, conveyed, transferred, delivered and contributed shall include, without limiting the generality of the foregoing, the following: (a) All right, title and interest of Forman in, to and under any contract, agreement, option, lease, right to acquire, preferential purchase right, pre-emptive right, lease, franchise, license, purchase order, bid, commitment or any other legally binding agreement (collectively, the "Contracts") providing Forman with or the right (or the right to acquire the right) to real property (or the mineral or other rights arising from or related thereto) and any and all working interests, net revenue interests, farmout interests, royalty rights or overriding interests in real property (or the mineral or other rights arising from or related thereto) (collectively, the "Oil and Gas Assets"); (b) All right, title and interest of Forman in and to seismic, geological, geophysical and similar data, lease files, land files, legal files, abstracts, title opinions and land surveys; (c) All right, title and interest of Forman in and to all furniture, fixtures, furnishings, machinery, equipment, including office equipment and furniture, computer hardware, printers and software, telecommunications equipment and facsimile machines, appliances and all other tangible personal property of every kind and description and any interest therein owned or leased by Forman, whether or not reflected as capital assets on the accounting records of Forman; (d) All right, title of Forman in, to and under all agreements, licenses, permits, consents, authorizations and other certificates of any court or tribunal in any jurisdiction or any public, governmental or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality (each, a "Governmental Entity") issued to or held by Forman; (e) All cash, cash equivalents and marketable securities; (f) All accounts receivable, trades receivable, notes receivable and other receivables; (g) All insurance policies and contracts; (h) Subject to Section 1.4(b), all written employment agreements with members of Forman's management (collectively, the "Employment Agreements"); (i) All rights, claims, causes of action under such insurance policies and Contracts; (j) All employee benefit plans and any assets of such plans; and (k) All right, title and interest in and to any benefits, rights, privileges and appurtenances pertaining to any of the foregoing. Section 1.2 Excluded Assets. Notwithstanding any other provision of this Agreement to the contrary, the Contributed Assets shall not include (and Forman shall not contribute to Ascent), any of Forman's rights or interests (collectively, the "Excluded Assets") in or to: (a) $100,000 to retain as working capital; (b) Any Common Stock; (c) Any rights or obligations of Forman as of the Closing Date under any agreement concerning the equity securities of, or other ownership interests in, Forman, including, without limitation, rights or warrants to purchase equity securities of Forman, registration rights agreements concerning securities issued by Forman, stockholders agreements among Forman and the holders of securities issued by Forman, and similar agreements or obligations; (d) All corporate records, including the seal and minute book of Forman; (e) All rights or claims to tax refunds and all tax benefits; (f) All of Forman's good will, franchise and other rights in and to any benefits, rights and privileges pertaining to Forman's organization and existence as a Louisiana business corporation; (g) All bank accounts, bank checks, safety deposit boxes, lock boxes and other agreements with banks and other financial institutions; and (h) All of Forman's rights under this Agreement and any other agreement or instrument delivered by Forman in connection herewith. Section 1.3 Non-Assignable Assets. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an assignment or agreement to assign any Contributed Asset or any claim or right, or any benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof, or in any way adversely affect the rights of Forman or Ascent thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Forman thereunder such that Ascent would not in fact receive all such rights, Forman and Ascent will cooperate in a mutually agreeable arrangement under which Ascent would obtain substantially the same economic benefits that would be obtained under an assignment thereof and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing, subleasing or other arrangement, with Ascent assuming Forman's obligations, and any and all rights of Forman against a third party thereto. In consideration of the covenants of Forman contained in this Section 1.3, Ascent agrees to take such action as may be reasonably requested by Forman to enable Forman to perform its obligations related to such asset. Section 1.4 Nonassumption of Agreements. (a) Except for the obligations under any Contracts and Employment Agreements that are included in the Contributed Assets and obligations with respect to the Assumed Liabilities, Ascent shall not assume any agreements or obligations, whether express or implied, that exist between Forman and any third party, including, but not limited to, any of Forman's current or former employees (to the extent not reflected in a Contract), and nothing in this Agreement is intended to be or shall be construed as an assumption by Ascent of any rights, obligations or liabilities of any kind under any such agreements. (b) Notwithstanding anything to the contrary in this Agreement, Ascent will not assume any obligation to (i) pay any incentive bonus under the Employment Agreements that are determined by reference to any proved oil and gas reserves other than those that are attributable to the Oil and Gas Assets, and (ii) employ any members of Forman's management in the capacity that such members have rendered services to Forman under the Employment Agreements. ARTICLE II Assumption of Liabilities Section 2.1 Assumption of Certain Liabilities. At the Closing, Ascent hereby agrees to assume, satisfy or perform, in accordance with and subject to their respective terms, the liabilities reflected on Forman's balance sheet attached as Exhibit "A" hereto and, subject to the provisions of this Agreement, any executory obligations under the Contracts and Employment Agreements, plus any costs and expenses incurred by Forman in the ordinary course of business after the date of such balance sheet and prior to the Closing (all of such liabilities of Forman are hereinafter collectively referred to as the "Assumed Liabilities"). Section 2.2 Excluded Liabilities. Other than the Assumed Liabilities, Ascent shall not assume, nor shall Ascent or any of its Affiliates be deemed to have assumed or guaranteed, any other liability or ob ...