0001021890-00-500021 Sample Contracts

PREFERRED STOCK SURRENDER AGREEMENT
Preferred Stock Surrender Agreement • November 8th, 2000 • Pease Oil & Gas Co /Co/ • Crude petroleum & natural gas • Colorado

THIS AGREEMENT dated effective November 1, 2000, is by and between PEASE OIL AND GAS COMPANY, a Nevada corporation (“Company”) and the undersigned, each of which is a holder of the Company’s Series B 5% PIK Cumulative Convertible Preferred Stock (each holder is referred to herein as a “Holder” and all the holders are referred together as the “Holders”).

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PREFERRED STOCK EXCHANGE AGREEMENT
Preferred Stock Exchange Agreement • November 8th, 2000 • Pease Oil & Gas Co /Co/ • Crude petroleum & natural gas • Colorado

THIS AGREEMENT dated effective November 1, 2000, is by and between PEASE OIL AND GAS COMPANY, a Nevada corporation (“Company”) and the undersigned, each of which is a holder of the Company’s Series B 5% PIK Cumulative Convertible Preferred Stock (each holder is referred to herein as a “Holder” and all the holders are referred together as the “Holders”).

________________ WARRANT NO. Number of Shares
Pease Oil & Gas Co /Co/ • November 8th, 2000 • Crude petroleum & natural gas

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS AN EXEMPTION FROM THE REQUIREMENT OF SUCH REGISTRATION IS AVAILABLE UNDER THE CIRCUMSTANCES AT THE TIME OBTAINING.

TERMINATION AGREEMENT
Termination Agreement • November 8th, 2000 • Pease Oil & Gas Co /Co/ • Crude petroleum & natural gas

THIS TERMINATION AGREEMENT is effective as of the 7th day of November, 2000, and is by and among PEASE OIL AND GAS COMPANY, a Nevada corporation (“Pease”), its to-be-formed wholly-owned Delaware subsidiary CPI ACQUISITION CORP. (“Acquisition Corp.”), CARPATSKY PETROLEUM INC., a corporation organized under the laws of the Province of Alberta, Canada (“Carpatsky”) and BELLWETHER EXPLORATION COMPANY, a Delaware corporation (“Bellwether”), and is made with reference to the following agreed facts:

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