COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of FELLOWS ENERGY LTD.Fellows Energy LTD • September 22nd, 2005 • Oil & gas field exploration services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fellows Energy Ltd., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • February 21st, 2007 • Fellows Energy LTD • Oil & gas field exploration services • New York
This SECURITY AGREEMENT, dated as of February 15, 2007 (this “Agreement”), is made among Fellows Energy Ltd., a Nevada corporation (the “Debtor”) and the holders of the Debtor’s Convertible Debentures due September 7, 2007 signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 21st, 2007 • Fellows Energy LTD • Oil & gas field exploration services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2007 among Fellows Energy Ltd., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CONVERTIBLE DEBENTUREFellows Energy LTD • February 21st, 2007 • Oil & gas field exploration services • New York
THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and issued Convertible Debentures of Fellows Energy Ltd., a Nevada corporation, having a principal place of business at 370 Interlocken Boulevard, Suite 400, Broomfield, CO 80021 (the “Company”), designated as its Convertible Debenture (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2007 • Fellows Energy LTD • Oil & gas field exploration services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 15, 2007, among Fellows Energy Ltd., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
RECITALSAsset Purchase and Sale Agreement • January 6th, 2004 • Fellows Energy LTD • Retail-auto dealers & gasoline stations • Nevada
GENERAL SECURITY AGREEMENTGeneral Security Agreement • November 15th, 2004 • Fellows Energy LTD • Oil & gas field exploration services
CONSULTANT AGREEMENTConsultant Agreement • March 31st, 2005 • Fellows Energy LTD • Oil & gas field exploration services • New York
This Agreement is made and entered into as of the 1st day of August, 2004, between Follows Energy, Ltd. and CEOcast, Inc. (the “Consultant”)
EXPLORATION AND DEVELOPMENT AND CONVEYANCE AGREEMENT (WESTON COUNTY, WYOMING) (CARBON COUNTY, UTAH)Exploration and Development and Conveyance Agreement • November 15th, 2004 • Fellows Energy LTD • Oil & gas field exploration services • Colorado
THIS EXPLORATION AND DEVELOPMENT, AND CONVEYANCE AGREEMENT (“Agreement”), is entered into, and is effective as of the Effective Date, by and between JMG EXPLORATION, INC., a Nevada corporation, (“JMG”) whose address is Suite 2600, 500 4th Avenue SW, Calgary, AB, T2P 2V6, and; FELLOWS ENERGY, LTD., a Nevada corporation, (“Fellows”) whose address is 370 Interlocken Boulevard, Suite 400, Broomfield, CO 80021. JMG and Fellows may sometimes be referred to collectively as “Parties.” Fellows may sometimes be referred to as “Seller.” JMG may sometimes be referred to as “Buyer.”
CONVERTIBLE DEBENTUREFellows Energy LTD • June 20th, 2005 • Oil & gas field exploration services • New York
THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and issued Convertible Debentures of Fellows Energy Ltd., a Nevada corporation, having a principal place of business at _____________________________ (the “Company”), designated as its Convertible Debenture (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
AGREEMENT FOR THE ACQUISITION OF THE DIVIDE, PINEDALE AND WILKENS RIDGE PROJECTS AND ALSO FOR BUSINESS COMBINATION AND MANAGEMENTAgreement • November 19th, 2007 • Fellows Energy LTD • Oil & gas field exploration services
This Agreement is made and entered into this _21st_ day of October, 2007 by and among Fellows Energy Ltd (“Fellows”) and Mark S. Dolar, Dolar Energy, L.L.C. (“Dolar”); Uton Divide LLC (“Uton”); and Cochrane Resources, Inc. (“Cochrane”), collectively called “Dolar”.
COMPENSATION AGREEMENTCompensation Agreement • January 4th, 2007 • Fellows Energy LTD • Oil & gas field exploration services
This Compensation Agreement is dated as of December 22, 2006 between Fellows Energy Ltd., a Nevada corporation (the “Company”), and Marc J. Ross (“Consultant”).
EXPLORATION SERVICES FUNDING AGREEMENTExploration Services Funding Agreement • October 6th, 2005 • Fellows Energy LTD • Oil & gas field exploration services • Colorado
THIS AGREEMENT is made and entered into this 26th day of January 2004, by and between Thomasson Partner Associates, Inc., whose mailing address is 1410 High Street, Denver, CO 80218 (hereinafter referred to as “Thomasson”), and Fellows Energy Ltd, a Nevada Corporation, whose mailing address is 8716 Arapahoe Road, Boulder, CO 80303, (hereinafter referred to as “Fellows”). Thomasson and Fellows shall herein be collectively referred to as the “Parties.”
AMENDMENT TO PURCHASE AND OPTION AGREEMENTPurchase and Option Agreement • March 31st, 2005 • Fellows Energy LTD • Oil & gas field exploration services
QUANECO, L.L.C., a limited liability company organized under the laws of the State of Oklahoma (hereinafter referred to as “Quaneco”)
PURCHASE AND OPTION AGREEMENTPurchase and Option Agreement • October 14th, 2005 • Fellows Energy LTD • Oil & gas field exploration services • Wyoming
QUANECO, L.L.C., a limited liability company organized under the laws of the State of Oklahoma (hereinafter referred to as “Quaneco”)
April 14, 2004 Mr. George Young Fellows Energy Ltd. Boulder, CO 80303 RE: Letter Agreement Election to PurchaseFellows Energy LTD • October 6th, 2005 • Oil & gas field exploration services
Pursuant to our Exploration Services Funding Agreement dated January 26, 2004 (“EFSA”), this letter shall serve as Fellows Energy Ltd.’s (“Fellows”) election and agreement to purchase the Bacaroo Project. Thomasson Partners Associates, Inc. (“Thomasson”) and Fellows shall herein be collectively referred to as the “Parties.” The Parties hereby agree as follows:
RE: Agreement to Extend and Amend Exploration Funding Service AgreementFellows Energy LTD • March 31st, 2005 • Oil & gas field exploration services
This letter shall serve as an agreement (hereinafter referred to as “Letter Agreement”) between Thomasson Partner Associates, Inc. whose mailing address is 1410 High Street, Denver, CO 80218 (hereinafter referred to as “Thomasson”) and Fellows Energy, Ltd, a Nevada Corporation, whose mailing address is 370 Interlocken Blvd., Suite 400, Broomfield, CO 80021 (hereinafter referred to as “Fellows”), regarding an extension and amendment of that certain Exploration Service Funding Agreement dated January 26, 2004 and the stipulation of due dates for certain overhead payments owed to Thomasson by Fellows. Thomasson and Fellows shall herein be collectively referred to as the “Parties” or individually referred to as a “Party.” The Parties hereby agree as follows:
CARTER CREEK PROJECT PURCHASE AGREEMENTCarter Creek Project Purchase Agreement • October 6th, 2005 • Fellows Energy LTD • Oil & gas field exploration services • Colorado
THIS AGREEMENT is made and entered into this 9th day of January, 2004, by and between Thomasson Partner Associates, Inc., whose mailing address is 1410 High Street, Denver, CO 80218 (hereinafter referred to as "Thomasson") and Fellows Energy Ltd., a Nevada Corporation, whose mailing address is 8716 Arapahoe Road, Boulder, CO 80303 (hereinafter referred to as “Fellows”), regarding the purchase of an oil and gas exploration project and certain oil and gas leasehold interest associated therewith. Thomasson and Fellows shall herein be collectively referred to as the "Parties."
RE: Letter Agreement Election to Purchase Bacaroo Project Baca County, ColoradoFellows Energy LTD • March 31st, 2005 • Oil & gas field exploration services
Pursuant to our Exploration Services Funding Agreement dated January 26, 2004 (“EFSA”), this letter shall serve as Fellows Energy Ltd.’s (“Fellows”) election and agreement to purchase the Bacaroo Project. Thomasson Partners Associates, Inc. (“Thomasson”) and Fellows shall herein be collectively referred to as the “Parties.” The Parties hereby agree as follows:
COMPENSATION AGREEMENTCompensation Agreement • October 19th, 2006 • Fellows Energy LTD • Oil & gas field exploration services
This Compensation Agreement is dated as of October 1, 2006 between Fellows Energy Ltd., a Nevada corporation (the “Company”), and Marc J. Ross (“Consultant”).
AMENDMENT TO PURCHASE AND OPTION AGREEMENTPurchase and Option Agreement • October 6th, 2005 • Fellows Energy LTD • Oil & gas field exploration services
QUANECO, L.L.C., a limited liability company organized under the laws of the State of Oklahoma (hereinafter referred to as “Quaneco”)
CARTER CREEK PROJECT PURCHASE AGREEMENTCarter Creek Project Purchase Agreement • March 31st, 2005 • Fellows Energy LTD • Oil & gas field exploration services • Colorado
THIS AGREEMENT is made and entered into this 9th day of January, 2004, by and between Thomasson Partner Associates, Inc., whose mailing address is 1410 High Street, Denver, CO 80218 (hereinafter referred to as “Thomasson”) and Fellows Energy Ltd., a Nevada Corporation, whose mailing address is 8716 Arapahoe Road, Boulder, CO 80303 (hereinafter referred to as “Fellows”), regarding the purchase of an oil and gas exploration project and certain oil and gas leasehold interest associated therewith. Thomasson and Fellows shall herein be collectively referred to as the “Parties.”
PURCHASE AND OPTION AGREEMENTPurchase and Option Agreement • October 6th, 2005 • Fellows Energy LTD • Oil & gas field exploration services • Wyoming
QUANECO, L.L.C., a limited liability company organized under the laws of the State of Oklahoma (hereinafter referred to as “Quaneco”)
FIRST AMENDMENT AND WAIVER AGREEMENTFirst Amendment and Waiver Agreement • February 21st, 2007 • Fellows Energy LTD • Oil & gas field exploration services
This First Amendment and Waiver Agreement (this “Agreement”), is made and entered into as of February 15, 2007, by and among Fellows Energy Ltd., a Nevada corporation (along with its subsidiaries signatory hereto, the “Company”) and Crescent International Ltd. (the “Holder”).
Mr. George S. Young President & CEO Fellows Energy Broomfield, CO 80021 Dear Mr. Young:Fellows Energy LTD • March 31st, 2005 • Oil & gas field exploration services
As set forth herein, this letter confirms our agreement with respect to Axiom Capital Management, Inc.’s (“Axiom”) introduction of John McGrain, Jed Oil, Enterra Energy, and JMG Exploration (together with their affiliates and controlled persons, the “Introduced Persons”) to Fellows Energy (the “Company”) in connection with the following contemplated transactions, as well as any other transactions that may be engaged in by and between any Introduced Persons and the Company (collectively, the “Transactions”):
EXPLORATION SERVICES FUNDING AGREEMENTExploration Services Funding Agreement • March 31st, 2005 • Fellows Energy LTD • Oil & gas field exploration services • Colorado
THIS AGREEMENT is made and entered into this 26th day of January 2004, by and between Thomasson Partner Associates, Inc., whose mailing address is 1410 High Street, Denver, CO 80218 (hereinafter referred to as “Thomasson”), and Fellows Energy Ltd, a Nevada Corporation, whose mailing address is 8716 Arapahoe Road, Boulder, CO 80303, (hereinafter referred to as “Fellows”). Thomasson and Fellows shall herein be collectively referred to as the “Parties.”
Fellows Energy Ltd. Broomfield, Colorado 80021Fellows Energy LTD • March 31st, 2005 • Oil & gas field exploration services
This Letter Agreement and the offer made herein are based upon the terms and subject to the conditions set forth below. This offer has been made without the benefit of reviewing certain title and other information in your possession. We have prepared this offer using publicly available information and information provided by you. We hope to expeditiously review any additional information you may make available to us in order to remove certain of the conditions to which this Letter Agreement is subject. Other than such conditions, upon execution, this Letter Agreement is binding and sets forth the basic business terms and conditions under which the parties will proceed to formalize a definitive agreement for the purchase described above and close said purchase.
SETTLEMENT AGREEMENTSettlement Agreement • February 21st, 2007 • Fellows Energy LTD • Oil & gas field exploration services
This Settlement Agreement (the “Agreement”) is dated February 15, 2007 and is made by and between Fellows Energy Ltd., a Nevada Corporation (“Fellows”) and JGB Capital L.P., a Delaware corporation (“JGB”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 2005 • Fellows Energy LTD • Oil & gas field exploration services • New York
The Selling Stockholders and any broker/dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker/dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions under the Securities Act. The Selling Stockholders have informed the Company that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.
CONVERTIBLE DEBENTUREFellows Energy LTD • September 22nd, 2005 • Oil & gas field exploration services • New York
THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and issued Convertible Debentures of Fellows Energy Ltd., a Nevada corporation, having a principal place of business at 370 Interlocken Boulevard, Suite 400, Broomfield, CO 80021 (the “Company”), designated as its Convertible Debenture (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
PURCHASE AND OPTION AGREEMENTPurchase and Option Agreement • March 31st, 2005 • Fellows Energy LTD • Oil & gas field exploration services • Wyoming
QUANECO, L.L.C., a limited liability company organized under the laws of the State of Oklahoma (hereinafter referred to as “Quaneco”)
Fellows Energy Ltd. Broomfield, Colorado 80021Letter Agreement • October 6th, 2005 • Fellows Energy LTD • Oil & gas field exploration services
This Letter Agreement and the offer made herein are based upon the terms and subject to the conditions set forth below. This offer has been made without the benefit of reviewing certain title and other information in your possession. We have prepared this offer using publicly available information and information provided by you. We hope to expeditiously review any additional information you may make available to us in order to remove certain of the conditions to which this Letter Agreement is subject. Other than such conditions, upon execution, this Letter Agreement is binding and sets forth the basic business terms and conditions under which the parties will proceed to formalize a definitive agreement for the purchase described above and close said purchase.
CONVERTIBLE DEBENTURE Fellows Energy Ltd., a Nevada corporationFellows Energy LTD • June 17th, 2004 • Oil & gas field exploration services • Nevada
FOR VALUE RECEIVED, Fellows Energy Ltd., a Nevada corporation (“Borrower”), hereby promises to pay to each party to this Convertible Debenture (each, a “Holder”), the principal amount set forth opposite such Holder’s name on Exhibit 1 attached hereto, on the terms and subject to the conditions specified in this Convertible Debenture dated as of June 4, 2004 (“Debenture”).
FIRST AMENDMENT AND WAIVER AGREEMENTFirst Amendment and Waiver Agreement • February 21st, 2007 • Fellows Energy LTD • Oil & gas field exploration services
This First Amendment and Waiver Agreement (this “Agreement”), is made and entered into as of February 15, 2007, by and among Fellows Energy Ltd., a Nevada corporation (along with its subsidiaries signatory hereto, the “Company”) and Palisades Master Fund (the “Holder”).
ATTACHMENT B SECURITY AGREEMENTSecurity Agreement • June 17th, 2004 • Fellows Energy LTD • Oil & gas field exploration services • Nevada
THIS SECURITY AGREEMENT (this “Agreement”), dated as of June 4, 2004, is between each holder of the Debenture (collectively, the “Secured Party”), John E. Rogers as Representative of the Secured Party (the “Representative”), and Fellows Energy Ltd., a Nevada corporation (the “Debtor”).
