0001085037-03-000496 Sample Contracts

MANAGING DEALER AGREEMENT
Managing Dealer Agreement • July 28th, 2003 • Heartland Oil & Gas Corp • Bituminous coal & lignite surface mining • Nevada
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Contract
Private Placement Subscription Agreement • July 28th, 2003 • Heartland Oil & Gas Corp • Bituminous coal & lignite surface mining • Nevada

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAW, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS.

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