EXHIBIT 10.21
MEMBERSHIP PURCHASE AGREEMENT
BY AND AMONG
CONTINENTAL SOUTHERN RESOURCES, INC.
A NEVADA CORPORATION
(PURCHASER)
AND
BWP GAS, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
(COMPANY)
AND
HBA GAS, INC.
(CLASS B MEMBER)
MAY 27, 2003
MEMBERSHIP PURCHASE AGREEMENT
THIS MEMEBERSHIP PURCHASE AGREEMENT (the "Agreement"), made this 27th day of May, 2003, by
and among Continental Southern Resources, Inc., a Nevada corporation, ("Purchaser"), BWP Gas, LLC, a
Delaware limited liability company (the "Company"), and HBA Gas, Inc. the owner of all of the issued
outstanding Class B Membership Interests of the Company (the "Class B Member").
WITNESSETH:
WHEREAS, the Class B Member owns beneficially and of record 100% of the issued and outstanding Class B
Membership interests of the Company (the "Interests"); and
WHEREAS, the Class B Member desires to sell, and Purchaser desires to purchase, all of the Interests for the
consideration and on the terms set forth herein.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements set
forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I SALE AND TRANSFER OF INTERESTS
1.1. SALE AND PURCHASE OF THE INTERESTS.
In reliance upon the representations, warranties and covenants contained in this Agreement, the Purchaser agrees
to purchase the Interests from the Class B Member, and the Class B Member agrees to sell, transfer, convey,
assign and deliver the Interests to the Purchaser, on the terms and conditions set forth in this Agreement, such
sale, transfer, conveyance, assignment and delivery of the Interests causing the entire right, title and interest in and
to the Interests to be transferred beneficially and of record to Purchaser, free and clear of any Encumbrances or
Rights of any kind or nature whatsoever; and at such time