ARTICLE 1 APPOINTMENT AND AUTHORITY OF CONTRACTORConsulting Agreement • January 14th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores • Nevada
Exhibit 10.2 ESCROW AGREEMENT THIS made as of 21st day of December, 2009 AMONG: AMERICAN EAGLE ENERGY INC. (the "Company")Escrow Agreement • January 14th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 15, 2010, among American Eagle Energy, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT AMERICAN EAGLE ENERGY, INC.Security Agreement • August 12th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [CAT Brokerage AG] (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 2 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from American Eagle Energy, Inc., a Nevada corporation (the “Company”), up to [625,000] shares (the “Warrant Shares”) of 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).
Exhibit 10.1 ASSIGNMENT AGREEMENT THIS AGREEMENT dated for reference the 21st day of January, 2010 BETWEEN: American Eagle Energy Inc., 27 North 27th Street, Suite 21G, Billings, Montana 59101 (the "Assignee") AND: Murrayfield Limited, Conference...Assignment Agreement • January 22nd, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 12th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 15, 2010 among American Eagle Energy, Inc., 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”).
8% SECURED CONVERTIBLE DEBENTURE DUE APRIL 15, 2011Convertible Security Agreement • August 12th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Secured Convertible Debentures of American Eagle Energy, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 27 North 27th Street, Suite 21 G, Billings, Montana, designated as its 8% Secured Convertible Debenture due April 15, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
CONFIDENTIAL PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (Subscribers Resident Outside of the United States)Private Placement Subscription Agreement • June 8th, 2007 • Yellow Hill Energy Inc. • British Columbia
ContractPrivate Placement Subscription Agreement • August 12th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
PURCHASE AND SALE AGREEMENT (Second Closing)Purchase and Sale Agreement • August 18th, 2011 • American Eagle Energy Inc. • Miscellaneous metal ores • Colorado
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 28th, 2011 • American Eagle Energy Inc. • Miscellaneous metal ores
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “First Amendment”), dated as of September 28, 2011, is by and among Eternal Energy Corp., a Nevada corporation (“Eternal”), Eternal Sub Corp., a Nevada corporation and a wholly-owned subsidiary of Eternal (the “Merger Sub”), and American Eagle Energy Inc., a Nevada corporation (“American Eagle”). Eternal, the Merger Sub and American Eagle are sometimes referred to herein, individually as a “Party,” and collectively, as the “Parties”.
ETERNAL ENERGY CORP.Asset Purchase Agreement • August 12th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores
PARTICIPATION AGREEMENTParticipation Agreement • May 17th, 2011 • American Eagle Energy Inc. • Miscellaneous metal ores • Montana
June 14, 2011 American Eagle Energy, Inc.Purchase and Sale Agreement • August 18th, 2011 • American Eagle Energy Inc. • Miscellaneous metal ores
ASSIGNMENT SETTLEMENT AGREEMENTAssignment Settlement Agreement • August 12th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores
LEXARIA CORP., a corporation duly incorporated under the laws of the Province of British Columbia and having its registered and records office at Suite 950 – 1130 West Pender Street, Vancouver, BC, V6E 4A4 Ph 604-602-1675 FAX 604-685-1602
ContractPrivate Placement Subscription Agreement • August 12th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
ESCROW AGREEMENTEscrow Agreement • August 12th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores • Nevada
THIS ESCROW AGREEMENT is made as of the 21st day of December, 2009, by and among American Eagle Energy Inc., a Nevada corporation (the “Company”), Golden Vista Energy, LLC, Thomas G. Lantz, and Steven Swanson (collectively, the “Stockholders”), and Baker & Hostetler LLP (the “Escrow Agent”).
LEASE ACQUISITION AGREEMENTLease Acquisition Agreement • March 23rd, 2011 • American Eagle Energy Inc. • Miscellaneous metal ores • Montana
TERMINATION AGREEMENTTermination Agreement • May 19th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores
ETERNAL ENERGY CORP., a body corporate having offices in the City of Littleton, in the State of Colorado (“Eternal”) - and - FAIRWAY EXPLORATION LLC., a body corporate having offices in the City of Littleton, in the State of Colorado (“Fairway”) - and - PROSPECTOR OIL, INC., a body corporate having offices in the City of Billings, in the State of Montana (“Prospector”) - and - PEBBLE PETROLEUM INC., a body corporate having offices in the City of Vancouver, in the Province of British Columbia (“Pebble”)
CONTRIBUTION AGREEMENTContribution Agreement • March 23rd, 2011 • American Eagle Energy Inc. • Miscellaneous metal ores • Colorado
This Contribution Agreement (this “Agreement”) dated effective as of December 14, 2010 (the “Effective Date”), is by and among Synergy Resources LLC, a Colorado limited liability company (“Synergy”), American Eagle Energy Inc., a Nevada corporation (“AMZG”), Bradley Colby (“Colby”), Thomas Lantz (“Lantz”), Steve Swanson (“Swanson”) and Richard Findley (“Findley”). Lantz, Swanson and Findley are collectively referred to herein as the “Synergy Members.”
TERMINATION AGREEMENTTermination Agreement • May 19th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores
ETERNAL ENERGY CORP., a body corporate having offices in the City of Littleton, in the State of Colorado (“Eternal”) - and - FAIRWAY EXPLORATION LLC., a body corporate having offices in the City of Littleton, in the State of Colorado (“Fairway”) - and - PROSPECTOR OIL, INC., a body corporate having offices in the City of Billings, in the State of Montana (“Prospector”) - and - PEBBLE PETROLEUM INC., a body corporate having offices in the City of Vancouver, in the Province of British Columbia (“Pebble”) - and - STEVEN SWANSON, an individual residing in the City of Littleton, in the State of Colorado (“Swanson”) - and - RICHARD L. FINDLEY, an individual residing in the City of Billings, in the State of Montana (“Findley”) - and - THOMAS G. LANTZ, an individual residing in the City of Littleton, in the State of Colorado (“Lantz”) - and - RYLAND OIL CORPORATION, a body corporate having offices in the City of Vancouver, in the Province of British Columbia (“Ryland”)
TERMINATION AGREEMENTTermination Agreement • May 19th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores
ETERNAL ENERGY CORP., a body corporate having offices in the City of Littleton, in the State of Colorado (“Eternal”) - and - FAIRWAY EXPLORATION LLC., a body corporate having offices in the City of Littleton, in the State of Colorado (“Fairway”) - and - PROSPECTOR OIL, INC., a body corporate having offices in the City of Billings, in the State of Montana (“Prospector”) - and - PEBBLE PETROLEUM INC., a body corporate having an office in the City of Vancouver, in the Province of British Columbia (“Pebble”) - and - ROVER RESOURCES INC., a body corporate having offices in the City of Vancouver, in the Province of British Columbia (“Rover”) - and - STEVEN SWANSON, an individual residing in the City of Littleton, in the State of Colorado (“Swanson”) - and - RICHARD L. FINDLEY, an individual residing in the City of Billings, in the State of Montana (“Findley”) - and - THOMAS G. LANTZ, an individual residing in the City of Littleton, in the State of Colorado (“Lantz”) - and - RYLAND OIL CORPOR
SECURITY AGREEMENTSecurity Agreement • August 12th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores • New York
This SECURITY AGREEMENT, dated as of April 15, 2010 (this “Agreement”), is among American Eagle Energy, Inc., a Nevada corporation (the “Company” or the “Debtor”) and the holders of the Company’s 8% Secured Convertible Debentures due April 15, 2011 and issued on April 15, 2010 in the original aggregate principal amount of $[2,000,000] (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
July 25, 2011 American Eagle Energy, Inc. Billings, Montana 59101 Attn: Thomas G. Lantz Phone: 406.794.8767 Fax: 406.294.9764 Eternal Energy Corp. Littleton, Colorado 80120 Attn: Brad Colby Phone: 303.798.5235 Fax: 303.798.5767 RE: Amendment to...Purchase and Sale Agreement • August 18th, 2011 • American Eagle Energy Inc. • Miscellaneous metal ores
In consideration of the mutual covenants contained in the PSA and in this letter agreement (this “Letter Agreement”), the Parties hereby agree that, effective as of July 25, 2011, the PSA shall be amended as follows:
ContractMerger Agreement • May 17th, 2011 • American Eagle Energy Inc. • Miscellaneous metal ores • Nevada
Exhibit 10.3 THIS RESCISSION/CANCELLATION AGREEMENT is made effective the 21st day of December, 2009. BETWEEN: AMERICAN EAGLE ENERGY INC. (the "Company") AND: SYNERGY RESOURCES LLC ("Synergy") WHEREAS: A. The Company had entered into a consulting...Rescission/Cancellation Agreement • March 23rd, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores • Nevada
TERMINATION AGREEMENTTermination Agreement • May 19th, 2010 • American Eagle Energy Inc. • Miscellaneous metal ores
ETERNAL ENERGY CORP., a body corporate having offices in the City of Littleton, in the State of Colorado (“Eternal”) - and - FAIRWAY EXPLORATION LLC., a body corporate having offices in the City of Littleton, in the State of Colorado (“Fairway”) - and - PROSPECTOR OIL, INC., a body corporate having offices in the City of Billings, in the State of Montana (“Prospector”) - and - PEBBLE PETROLEUM INC., a body corporate having offices in the City of Vancouver, in the Province of British Columbia (“Pebble”) - and - ROVER RESOURCES, INC., a body corporate having offices in the City of Vancouver, in the Province of British Columbia (“Rover”)
