0001213900-19-002047 Sample Contracts

UTAH STATE MINERAL LEASE FOR BITUMINOUS – ASPHALTIC SANDS
Mineral Lease • February 11th, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells • Utah

This Mining Lease and Agreement (the “Lease”) is entered into effective the 1st day of June, 2018, (the “Effective Date”), by and between the State of Utah, acting by and through the School and Institutional Trust Lands Administration, 675 East 500 South, Suite 500, Salt Lake City, Utah 84102, (hereinafter “Lessor”), and

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DEBT CONVERSION AGREEMENT (United States Lender)
Debt Conversion Agreement • February 11th, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells • Ontario

WHEREAS the Subsidiary, a wholly-owned subsidiary of the Company, is indebted to the Lender in the principal amount of US$27,250.00 plus accrued and unpaid interest pursuant to a promissory note, which for greater certainty is equal to US$28,020.42 including accrued and unpaid interest up to and including May 19, 2017, attached hereto as Schedule “A” (the “Debt”);

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 11th, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 24, 2014, between MCW Energy Group Limited, a corporation amalgamated pursuant to the laws of the Province of Ontario (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

TECHNOLOGY TRANSFER AGREEMENT
Technology Transfer Agreement • February 11th, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells

BETWEEN: MCW Energy Group Limited (the “Company”), a corporation organized and existing under the laws of the New Brunswick of Canada.

INDEMNITY AGREEMENT
Indemnification Agreement • February 11th, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells • Ontario

AND WHEREAS the Indemnifier desires to indemnify the Indemnified Party in certain circumstances in respect of liability which the Indemnified Party may incur as a result of such Indemnified Party acting as a director and/or officer of the Indemnifier;

DEBT CONVERSION AGREEMENT (United States Lender)
Debt Conversion Agreement • February 11th, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells • Ontario

WHEREAS the Company is indebted to the Lender in the aggregate amount of US$249,284.76 for reimbursement of expenses of the Company paid for by the Lender (the “Debt”);

MINING AND MINERAL LEASE AGREEMENT
Mining and Mineral Lease Agreement • February 11th, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells • Utah

This Mining and Mineral Lease (“Lease”) Agreement, made and entered into this 1st day of July , 2013 (the effective date), is by and between ASPHALT RIDGE, INC., a Utah corporation with offices at 7350 Island Queen Drive, Reno, Nevada 89436 (“Lessor”), and TMC Capital, LLC (“Lessee”).

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