0001213900-19-009417 Sample Contracts

UTAH STATE MINERAL LEASE FOR BITUMINOUS – ASPHALTIC SANDS
Mining Lease and Agreement • May 22nd, 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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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 22nd, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 5, 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”).

FOURTH AMENDMENT TO MINING AND MINERAL LEASE AGREEMENT
Mining and Mineral Lease Agreement • May 22nd, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells

This FOURTH AMENDMENT TO MINING & MINERAL LEASE AGREEMENT (“Fourth Amendment”), dated and made effective as of November 21, 2018, is made and entered into by and between ASPHALT RIDGE, INC., a Utah corporation having offices at 6083 Carriage House Way, Reno, NV 89519 (“Lessor”), and TMC CAPITAL, LLC, a Utah limited liability company having offices at: c/o Petroteq Energy, Inc., 4370 Tujunga Ave Ste. #320, Studio City, CA 91604 (“Lessee”) (the parties are sometimes referred to herein individually as a “Party” or collectively as the “Parties”).

LOAN AGREEMENT AMENDMENT NO. 2
Loan Agreement • May 22nd, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 22nd, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 15, 2015, 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”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 22nd, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells • California

WHEREAS Petroteq is a Canadian-registered holding company, publicly trading on the TSX Venture Exchange (Symbol: PQE) and the OTCQX trading platform (Symbol: PQEFF). Its offices are located in Toronto, Ontario, Canada, Los Angeles, California and its initial plant location in Vernal, Utah. Petroteq is focused on value creation through the development and implementation of proprietary technologies for the environmentally safe extraction of heavy oils from oil sands, oil shale deposits and shallow oil deposits;

REINSTATEMENT OF AND SECOND AMENDMENT TO MINING AND MINERAL LEASE AGREEMENT
Mining and Mineral Lease Agreement • May 22nd, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells

This REINSTATEMENT OF AND SECOND AMENDMENT TO MINING & MINERAL LEASE AGREEMENT (“Second Amendment”), dated and made effective as of March 1, 2016 (“Amendment Date”), is made and entered into by and between ASPHALT RIDGE, INC., a Utah corporation having offices at 6083 Carriage House Way, Reno, NV 89519 (“Lessor”), and TMC CAPITAL, LLC, a Utah limited liability company having offices at 18653 Ventura Blvd., Ste. 158, Tarzana, California 91356 (“Lessee”) (the parties are sometimes referred to herein individually as a “Party” or collectively as the “Parties”).

ASSIGNMENT & TRANSFER OF FEDERAL OIL & GAS LEASE AND BILL OF SALE [P.R. Springs, Utah]
Gas Lease and Bill of Sale • May 22nd, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells

This ASSIGNMENT & TRANSFER OF FEDERAL OIL & GAS LEASE AND BILL OF SALE (“Assignment”), dated and made effective as of April 1, 2019 (the “Effective Date”), is entered into by and between MOMENTUM ASSET PARTNERS I LLC, a Nevada limited liability company, having a registered office at 50 West Liberty Street, Suite 880, Reno, Nevada 89501 (“Assignor”), and TMC CAPITAL, LLC, a Utah limited liability company, having an office at 15165 Ventura Boulevard, Suite 200, Sherman Oaks, California 91403 (“Assignee”) (the parties hereto sometimes referred to individually as a “Party” or collectively as the “Parties”).

DISTRIBUTED LEDGER TECHNOLOGY SERVICES AGREEMENT [Petroteq Energy Inc.]
Ledger Technology Services Agreement • May 22nd, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells • Ontario

This SUPPLY CHAIN TECHNOLOGY SERVICES AGREEMENT (“Agreement”), dated and made effective as of November 1, 2017 (“Effective Date”), is entered into by and between PETROTEQ ENERGY INC., a Canadian (Ontario) corporation, having a registered office at 181 Bay Street, Suite 4400, Toronto, Ontario, Canada M5J 2T3 (“Petroteq” or “Company”), and FIRST BITCOIN CAPITAL CORP., a Canadian (British Columbia) corporation, having a registered office at Royal Centre, Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada V6E 4N7 (“First Bitcoin” or “FBCC”) (the parties hereto sometimes referred to individually as a “Party” and collectively as the “Parties”).

ASSIGNMENT & TRANSFER OF FEDERAL OIL & GAS LEASES AND BILL OF SALE [Tar Sands Triangle, Utah]
Petroteq Energy Inc. • May 22nd, 2019 • Drilling oil & gas wells

This ASSIGNMENT & TRANSFER OF FEDERAL OIL & GAS LEASES AND BILL OF SALE (“Assignment”), dated and made effective as of April 1, 2019 (the “Effective Date”), is entered into by and between MOMENTUM ASSET PARTNERS I LLC, a Nevada limited liability company, having a registered office at 50 West Liberty Street, Suite 880, Reno, Nevada 89501 (“Assignor”), and TMC CAPITAL, LLC, a Utah limited liability company, having an office at 15165 Ventura Boulevard, Suite 200, Sherman Oaks, California 91403 (“Assignee”) (the parties hereto sometimes referred to individually as a “Party” or collectively as the “Parties”).

FIRST AMENDMENT TO MINING & MINERAL LEASE AGREEMENT
Mineral Lease Agreement • May 22nd, 2019 • Petroteq Energy Inc. • Drilling oil & gas wells

This AMENDMENT TO MINING & MINERAL LEASE AGREEMENT (“Lease Amendment”), dated and made effective as of October 1, 2015 (“Amendment Date”), is made and entered into by and between ASPHALT RIDGE, INC., a Utah corporation having offices at 6083 Carriage House Way, Reno, NV 89519 (“Lessor”), and TMC CAPITAL, LLC, a Utah limited liability company having offices at 18653 Ventura Bvvd #158 Los Angeles, California 91356 (“Lessee”) (the parties sometimes referred to individually as a “Party” or collectively as the “Parties”).

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