ContractWarrant Agreement • October 7th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of September 30, 2005, by and among Quest Oil Corporation, a Nevada corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of September 30, 2005 by and among QUEST OIL CORPORATION and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • October 7th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • New York
This NOTE AND WARRANT PURCHASE AGREEMENT dated as of September 30, 2005 (this “Agreement”) by and among Quest Oil Corporation, a Nevada corporation (the "Company"), and each of the purchasers of the senior secured convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a "Purchaser" and collectively, the "Purchasers").
ContractConvertible Promissory Note • October 7th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
ContractSenior Secured Convertible Promissory Note • October 7th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
SECURITY AGREEMENTSecurity Agreement • October 7th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • New York
WHEREAS, Quest has issued or will issue separate senior secured convertible promissory notes to the Secured Parties (the“Notes”) pursuant to a Note and Warrant Purchase Agreement, dated as of September 30, 2005 (the “Purchase Agreement”), by and among Quest and the Secured Parties; and
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, AND ASSIGNMENT OF RENTS AND LEASESDeed of Trust, Security Agreement, Financing Statement, and Assignment of Rents and Leases • October 7th, 2005 • Quest Oil Corp • Crude petroleum & natural gas
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.
DEBENTURE (QUEST CANADA CORP.)Debenture • October 7th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • Saskatchewan
QUEST CANADA CORP., a corporation existing under the laws of the Province of Alberta and having an office and carrying on business in Calgary, Alberta.
LOAN AGREEMENTLoan Agreement • October 7th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • British Columbia
QUEST OIL CORPORATION. having business addresses of Suite 513 - 11215 Jasper Avenue, Edmonton, Alberta, Canada, T5K 0K5 (Tel : 817-462-4091, Fax : 800-868-0402, Email : info@questoil.com) and Suite 600 - 2000 East Lamar Blvd, Arlington, Texas, United States, 76006, (Tel : 817-462-4091, Fax : 800-868-0402, Email : info@questoil.com)
