SUBSCRIPTION AGREEMENTSubscription Agreement • May 25th, 2005 • Quest Oil Corp • Retail-eating places • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May ____, 2005, by and among Quest Oil Corporation, a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
ContractWarrant Agreement • May 25th, 2005 • Quest Oil Corp • Retail-eating places • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO QUEST OIL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractConvertible Note • May 25th, 2005 • Quest Oil Corp • Retail-eating places • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO QUEST OIL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AND PLEDGE AGREEMENT (Subsidiary)Security and Pledge Agreement • May 25th, 2005 • Quest Oil Corp • Retail-eating places • New York
SUBORDINATION AGREEMENTSubordination Agreement • May 25th, 2005 • Quest Oil Corp • Retail-eating places • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) made as of May ______, 2005, is entered into by and between the parties identified on Schedule A attached hereto (collectively and solely in their capacity as lenders and not as equityholders, the “Junior Creditor”), ------------------------------------------------Quest Oil Corporation (“Credit Party”), a Nevada corporation, and Barbara R. Mittman, acting on behalf of certain obligees of ________ (“Collateral Agent”), namely __________________________________________ (collectively with Collateral Agent, “Senior Creditor”), who have been issued from Credit Party certain secured convertible Notes issued as of April 5, 2005, pursuant to a Subscription Agreement dated as of April 5, 2005 (“the Senior Credit Agent”).
GUARANTY AGREEMENTGuaranty Agreement • May 25th, 2005 • Quest Oil Corp • Retail-eating places • New York
SECURITY AGREEMENTSecurity Agreement • May 25th, 2005 • Quest Oil Corp • Retail-eating places • New York
