Cotton Valley Resources Corp Sample Contracts

Aspen Group Resources Corp – ASPEN GROUP RESOURCES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 (September 4th, 2003)
Aspen Group Resources Corp – ASPEN GROUP RESOURCES CORPORATION (the “Corporation”) SUPPLEMENTAL MAILING LIST TO REGISTERED AND BENEFICIAL SHAREHOLDERS: (August 14th, 2003)

Canadian securities legislation obliges the Corporation to deliver its interim financial statements to any person or company who submits a written request to the Corporation for such statements. If you would like your name placed on the supplemental mailing list maintained by the Corporation for this purpose, kindly complete the form below (and if applicable, the Consent Form) and return it to the Corporation at the following address:

Aspen Group Resources Corp – ARTICLES OF AMENDMENT (April 10th, 2000)

BUSINESS CORPORATIONS ACT (YUKON) (SECTION 30 OR 179) FORM 5-01 ARTICLES OF AMENDMENT 1. Name of Corporation: COTTON VALLEY RESOURCES CORPORATION 2. Corporate Access Number: 26343 3. The articles of the above named corporation are amended pursuant to a court order: Yes No X --------- --------- 4. The articles of the above named corporation are amended as follows: by Special Resolution of the Shareholders the name of the Corporation is changed to: ASPEN GROUP RESOURCES CORPORATION 5. DATE SIGNATURE TITLE February 28, 2000 /s/ WAYNE EGAN Director ------------------------- --------------------- YUKON BUSINESS CORPORATIONS

Cotton Valley Resources Corp – CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (March 16th, 1998)

1 EXHIBIT 10.3 -------------------------------------------------------------------------------- CONVERTIBLE DEBENTURE PURCHASE AGREEMENT Among COTTON VALLEY RESOURCES CORPORATION, WESTOVER INVESTMENTS L.P., MONTROSE INVESTMENTS L.P., LAKESHORE INTERNATIONAL, JMG CAPITAL PARTNERS, L.P., TRITON CAPITAL INVESTMENTS, LTD., LIONHART GLOBAL APPRECIATION FUND, LTD., GLOBAL PERSPECTIVES INTERNATIONAL, LTD., GLOBAL EMERGING MARKETS, LTD., and PALISADES HOLDINGS, INC. December 30, 1997 ------------------------------

Cotton Valley Resources Corp – SECURITY AGREEMENT (March 16th, 1998)

1 EXHIBIT 10.4 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of December 30, 1997, by and between Cotton Valley Resources Corporation, a corporation organized under the laws of Ontario, Canada (the "Debtor"), Cotton Valley Energy Corporation, a Nevada corporation, Mustang Well Servicing Company (formerly Mustang Drilling Company), a Nevada corporation, Mustang Horizontal Services, Inc., a Nevada corporation, Mustang OilField Equipment Company, a Nevada Corporation, Cotton Valley Energy, Inc. an Oklahoma corporation and Aspen Energy Corporation, a Nevada corporation (collectively, the "Subsidiaries"), and Westover Investments L.P. a Delaware limited partnership ("Westover"), Montrose Investments L.P., a Cayman Islands exempt limited partnership ("Montrose"), Lakeshore International, a Bermuda corporation ("LI"), JMG Capital Partners, L.P. a California limited partnership ("JMG

Cotton Valley Resources Corp – CASH COLLATERAL AGREEMENT (March 16th, 1998)

1 EXHIBIT 10.5 CASH COLLATERAL AGREEMENT CASH COLLATERAL AGREEMENT dated as of December 30, 1997 (this "Agreement"), among Cotton Valley Resources Corporation, a corporation organized under the laws of Ontario, Canada ("Debtor"), Cotton Valley Energy Corporation, a Nevada corporation, Mustang Well Servicing Company (formerly Mustang Drilling Company), a Nevada corporation, Mustang Horizontal Services, Inc., a Nevada corporation, Mustang Oil Field Equipment Company, a Nevada Corporation, Cotton Valley Energy, Inc. an Oklahoma corporation and Aspen Energy Corporation, a Nevada corporation (collectively, the "Subsidiaries"), and Westover Investments L.P. a Delaware limited partnership ("Westover"), Montrose Investments L.P., a Cayman Islands exempt limited partnership ("Montrose"), Lakeshore International, a Bermuda corporation ("LI"), JMG Capital Partners, L.P. a California limi

Cotton Valley Resources Corp – AGREEMENT OF PURCHASE AND SALE (March 16th, 1998)

1 EXHIBIT 10.7 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT made this 1st day of October, 1997 BETWEEN: PARAMOUNT RESOURCES LTD., a body corporate registered to carry on business in the Province of Alberta and having an office in the City of Calgary, in the Province of Alberta (hereinafter called "PARAMOUNT") -and- J. ARON RESOURCES COMPANY, an unlimited liability company constituted pursuant to the laws of the Province of Nova Scotia and registered to carry on business in the Province of Alberta (hereinafter called "J. ARON") (Paramount and J. Aron are collectively referred to as the "Vendor") -and- COTTON VALLEY RESOURCES CORPORATION, a body

Cotton Valley Resources Corp – CONVERTIBLE SECURED PROMISSORY NOTE (March 16th, 1998)

1 EXHIBIT 10.15 CONVERTIBLE SECURED PROMISSORY NOTE $1,000,000 Los Angeles, California June 24, 1997 FOR VALUE RECEIVED, the undersigned, COTTON VALLEY RESOURCES CORPORATION (hereinafter referred to as "Borrower"), promise(s) to pay to the order of LIVIAKIS FINANCIAL COMMUNICATIONS, INC. ("Lender"), at 2420 "K" Street, Suite 220, Sacramento, California 95816, or at any other place that may be designated in writing by Lender, on or before the Maturity Date (hereinafter defined), the sum of One Million Dollars ($1,000,000) or so much thereof as may have been advanced hereunder, whichever is lesser, with interest thereon at the rate of nine percent (9%) per annum until paid in full. All sums are due and payable in lawful money of the United States of America. 1.

Cotton Valley Resources Corp – SECURITY AGREEMENT (March 16th, 1998)

1 EXHIBIT 10.16 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is entered into as of June 24, 1997 by and among COTTON VALLEY RESOURCES CORPORATION, a corporation incorporated under the laws of Ontario, Canada (the "Borrower"), and COTTON VALLEY ENERGY, INC., an Oklahoma corporation, (the Pledgor") a wholly-owned subsidiary of Borrower and LIVIAKIS FINANCIAL COMMUNICATIONS, INC. (the "Secured Party"). RECITALS Concurrently herewith, Borrower has executed a certain Convertible Secured Promissory Note of even date herewith in the amount of One Million Dollars ($1,000,000) in favor of Secured Party (the "Note"). In order to secure prompt payment and performance in full under the Note and other instruments evidencing the obligation of Borrower to Secured Party, Pledgor has agreed to grant Secured Party certain securi

Cotton Valley Resources Corp – PURCHASE AND SALE AGREEMENT (March 16th, 1998)

1 EXHIBIT 10.11 PURCHASE AND SALE AGREEMENT THIS AGREEMENT, made and entered into this 29th day of August, 1997, by and between COTTON VALLEY RESOURCES CORPORATION, hereinafter referred to as "BUYER" and CROWN PARTNERS L.L.C. MINERALS DIVISION hereinafter referred to as "SELLER". Seller owns the undivided interest described in Exhibit "A" in and to the entire estates created by the oil and gas leases, Corporation Commission Pooling Orders, operating agreements and other agreements affecting the interests described in Exhibit "A" attached hereto and made a part hereof, (hereinafter called the "Leases"), insofar as the Leases cover and related to the land described in Exhibit "A" (hereinafter called the "Land"), together with an identical undivided interest in and to all property and rights incident thereto, including all rights in, to and under all agreements, product

Cotton Valley Resources Corp – REGISTRATION RIGHTS AGREEMENT (March 16th, 1998)

1 EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 30, 1997, by and among Cotton Valley Resources Corporation, a corporation organized under the laws of Ontario, Canada (the "Company"), Westover Investments L.P. a Delaware limited partnership ("Westover"), Montrose Investments L.P., a Cayman Islands exempt limited partnership ("Montrose"), Lakeshore International, a Bermuda corporation ("LI"), JMG Capital Partners, L.P. a California limited partnership ("JMG"), Triton Capital Investments, Ltd., a Caracao corporation ("Triton"), Lionhart Global Appreciation Fund, Ltd., a British Virgin Islands international business corporation ("LGAF"), Global Perspectives International, Ltd., a British Virgin Islands international business corporation ("Global Perspectives"), Global Emerging Markets, Ltd., a

Cotton Valley Resources Corp – PURCHASE AND SALE AGREEMENT (March 16th, 1998)

1 EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into this 22nd of October, 1997, by and between FEAGAN ENERGY, INC., a Texas corporation ("Seller") and COTTON VALLEY ENERGY CORP., a Nevada corporation ("Buyer"). WHEREAS, Buyer desires to purchase and Seller desires to sell all of Seller's right, title and interest in and to the oil, gas and mineral leases, royalty and overriding royalty interests, and associated assets and contract rights located in the South Neill Field, Nolan and Fisher Counties, Texas; and WHEREAS, Seller and Buyer desire to set forth herein the terms and provisions of their agreements and understandings; NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and s

Cotton Valley Resources Corp – PROPERTY OPTION AGREEMENT (March 16th, 1998)

1 EXHIBIT 10.10 PROPERTY OPTION AGREEMENT This agreement entered into as of the date set forth below is between Cotton Valley Energy Corporation, a Nevada Corporation (hereinafter referred to as "Purchaser"), with its address at 5232 Forest Lane, Suite 120, Dallas, Texas, 75244 and East Texas Limestone Limited Partnership (hereinafter referred to as "Seller"), represented by its general partner, Hibernia Management Company, located at 2707 Hibernia St., Suite 301, Dallas, Texas 75204 WITNESSETH WHEREAS, Seller represents that it owns, or holds executive rights to 5,389 net acres of Oil, Gas, and Mineral leases within the boundaries outlined on EXHIBIT "A" attached, "Cheneyboro Field Oil Productivity Map", designated as the "Contract Area", and WHEREAS, Seller has initiated negotiations to acquire an additional 2,947 net acres of Oi

Cotton Valley Resources Corp – FORTH IN SECTION 3.8 OF A CONVERTIBLE DEBENTURE PURCHASE AGREEMENT, DATED AS OF (March 16th, 1998)

1 EXHIBIT 4.2 EXHIBIT A NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS DEBENTURE IS SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 3.8 OF A CONVERTIBLE DEBENTURE PURCHASE AGREEMENT, DATED AS OF DECEMBER 30, 1997, AMONG COTTON VALLEY RESOU

Cotton Valley Resources Corp – CONSULTING AGREEMENT (March 16th, 1998)

1 EXHIBIT 10.14 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement"), dated and effective as of November 7, 1996 is entered into by and between COTTON VALLEY RESOURCES CORPORATION, an Ontario, Canada corporation (herein referred to as the "Company") and LIVIAKIS FINANCIAL COMMUNICATIONS, INC., a California corporation (herein referred to as the "Consultant"). RECITALS WHEREAS, Company is a publicly held corporation with its common stock traded through the Canadian Dealing Network; and WHEREAS, Consultant has experience in the area of corporate finance, investor communications and financial and investor public relations; and WHEREAS, Company desires to engage the services of Consultant to assist and consult with the Company in matters concerning corporate finance and to represent the company in investors' communicat

Cotton Valley Resources Corp – LETTER AGREEMENT (March 16th, 1998)

1 EXHIBIT 10.2 [COTTON VALLEY RESOURCES CORPORATION LETTERHEAD] LETTER AGREEMENT This Letter Agreement is made and entered into this 5th day of November, 1997, by and among M & M Directional Services, ("M & M"), Mike Burton, ("Burton"), Mark Milam, ("Milam") and Cotton Valley Resources Corporation, an Ontario corporation, ("CVR"). 1. CVR will cause Mustang Horizontal Services, Inc., ("MHS") to be formed as a Nevada corporation. The business of MHS will be primarily to provide integrated horizontal drilling services to the petroleum industry. MHS will initially be capitalized at 6,000,000 shares at $0.05 per share. CVR will subscribe for 5,000,000 shares by delivering $250,000 cash into an MHS bank account in two tranches of $125,000 each. The first deposit will be made upon formation and the second deposit will be 30-60 days later.

Cotton Valley Resources Corp – PURCHASE WARRANTS (March 16th, 1998)

1 EXHIBIT 10.17 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE. COTTON VALLEY RESOURCES CORPORATION Incorporated Under the Laws of the Province of Ontario No. 97L-1 161,351 Common Stock Purchase Warrants CERTIFICATE FOR COMMON STOCK PURCHASE WARRANTS 1. Warrant. This Warrant Certificate certifies that LIVIAKIS FINANC

Cotton Valley Resources Corp – EXCLUSIVE OPTION AGREEMENT TO ACQUIRE THE (March 16th, 1998)

1 EXHIBIT 10.12 EXCLUSIVE OPTION AGREEMENT TO ACQUIRE THE INTEREST OF CONOCO INC. IN THE SWORD UNIT SANTA MARIA BASIN OFFSHORE CALIFORNIA This agreement (hereinafter the "Offshore Pacific Agreement") entered into as of the date set forth below is between Cotton Valley Energy Corporation, a Nevada Corporation (hereinafter "Cotton Valley"), with its address at 5232 Forest Lane, Suite 120, Dallas, Texas, 75244 and Offshore Pacific Limited Partnership, a Nevada Limited Partnership (hereinafter "Offshore Pacific") with its address at 660 Preston Forest Center, Dallas, Texas, 75230. W I T N E S S E T H WHEREAS, Conoco Inc. ("Conoco") currently owns 51.79217% working interest in, and operates, the Sword Unit in the Channel Islands Area of the Santa Maria Basin of Offshore California, consisting of the following oil, gas and mineral

Cotton Valley Resources Corp – AGREEMENT (March 16th, 1998)

1 EXHIBIT 10.9 AGREEMENT OF PURCHASE AND SALE BETWEEN PHILLIPS PETROLEUM COMPANY, SELLER AND COTTON VALLEY ENERGY, INC., PURCHASER DATED THE 14TH DAY OF JANUARY, 1998 AND MADE EFFECTIVE THE 1ST DAY OF JANUARY, 1998 2 TABLE OF CONTENTS I. Effective Date II. Sale Price and Closing III. Failure to Close IV. Seller's Representations V. Purchaser's Representations VI. Property Review VII. Obligations of Seller and Purchaser VIII.

Cotton Valley Resources Corp – LOAN AGREEMENT (March 16th, 1998)

1 EXHIBIT 10.13 LOAN AGREEMENT LOAN AGREEMENT dated to be effective the 18th day of July, 1997, between Cotton Valley Energy Corporation ("Borrower") and those individuals who have signed a Subscription Agreement which is attached hereto as Exhibit "A" (each referred to as an "individual lender" and collectively referred to as "Lender"). SECTION 1. DEFINITIONS AND GENERAL RULES. The following definitions and general rules will apply hereto: 1.1. General Rules. For the purposes of this Agreement: (a) The terms defined in this Section 1, unless the context otherwise requires, will have the meanings applied to them in Section 1 and will include the plural as well as the singular. Additional definitions may be found throughout the Agreement. (b) All terms defined by the Uniform Commercial Code as enacted in the State of Texas sh

Cotton Valley Resources Corp – VOTING AGREEMENT (February 26th, 1998)

1 EXHIBIT 9.1 VOTING AGREEMENT This Agreement is made and entered into this 30th day of June 1997, at Dallas, Texas, by and among Eugene A. Soltero ("Soltero"), James E. Hogue ("Hogue"), Leon A. Romero ("Romero"), George W. Peel ("Peel"), Albert Sena ("Sena"), and Dorothy Carter ("Carter") as shareholders of Cotton Valley Resources Corporation, an Ontario corporation, (the "Company") for the purpose of voting as a unit their shares of the Company. I. VOTING 1.1 In the event that the board of directors of the Company is expanded to provide that four or more members need not be Canadian resident citizens, Soltero, Hogue, Peel, Sena, and Carter agree that, for a period of five years from the date hereof, to vote any shares of common stock owned by them at the time of any regular or special meeti

Cotton Valley Resources Corp – AGREEMENT AND PLAN OF MERGER (February 26th, 1998)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement") is entered into as of June 30, 1997 by and among Cotton Valley Resources Corporation, an Ontario corporation ("Buyer"), Cotton Valley Operating, Inc., a Nevada corporation, ("Merger Sub"), Aspen Energy Corporation, a New Mexico corporation ("Aspen"), Leon A. Romero ("Romero"), George W. Peel ("Peel"), Albert Sena ("Sena"), and Dorothy Carter ("Carter") (Romero, Peel, Sena and Carter being hereinafter collectively referred to as "Shareholders" and individually as "Shareholder"). RECITALS A. The respective Board of Directors of Buyer, Merger Sub and Aspen have approved and declared fair to and advisable and in the best interests of their respective stockholders that Aspen merge (the "Merger") with and into Merger Sub on the terms and subject to t

Cotton Valley Resources Corp – CONSULTING AGREEMENT (February 3rd, 1997)

. CONSULTING AGREEMENT This Consulting Agreement (the "Agreement"), dated and effective as of November 7, 1996 is entered into by and between COTTON VALLEY RESOURCES CORPORATION, an Ontario, Canada corporation (herein referred to as the "Company") and LIVIAKIS FINANCIAL COMMUNICATIONS, INC., a California corporation (herein referred to as the "Consultant"). RECITALS WHEREAS, Company is a publicly held corporation with its common stock traded through the Canadian Dealing Network; and WHEREAS, Consultant has experience in the area of corporate finance, investor communications and financial and investor public relations; and WHEREAS, Company desires to engage the services of Consultant to assist and consult with the Company in matters concerning corporate finance and to represent the company in investors' communicatio

Cotton Valley Resources Corp – PROPERTY OPTION PURCHASE AGREEMENT (November 27th, 1996)

PROPERTY OPTION PURCHASE AGREEMENT This agreement entered into as of the date set forth below is between Cotton Valley Energy Corporation, a Nevada Corporation (hereinafter referred to as "Purchaser"), with its address at 5232 Forest Lane, Suite 120, Dallas, Texas, 75244 and South Alabama Exploration Limited Partnership (hereinafter referred to as "Seller"), represented by its general partner, Hibernia Management Company, located at 2707 Hibernia St., Suite 301, Dallas, Texas 75204 W I T N E S S E T H WHEREAS, Seller represents that it owns an unrecorded option (the "Option") to purchase a 25% working interest in 640 acres of Oil, Gas, and Mineral leases owned by Decker Exploration, Inc. and Leeman Energy Corporation (the "Owners") within the boundaries of the Movico Field, Mobile County, Alabama, as outlined in Exhibit A attached hereto (the "Property"), and to participate in the area of mutual interest

Cotton Valley Resources Corp – PROPERTY OPTION PURCHASE AGREEMENT (November 27th, 1996)

PROPERTY OPTION PURCHASE AGREEMENT This agreement entered into as of the date set forth below is between Cotton Valley Energy Corporation, a Nevada Corporation (hereinafter referred to as "Purchaser"), with its address at 5232 Forest Lane, Suite 120, Dallas, Texas, 75244 and South Alabama Exploration Limited Partnership (hereinafter referred to as "Seller"), represented by its general partner, Hibernia Management Company, located at 2707 Hibernia St., Suite 301, Dallas, Texas 75204 W I T N E S S E T H WHEREAS, Seller represents that it owns an unrecorded option (the "Option") to purchase a 25% working interest in 640 acres of Oil, Gas, and Mineral leases owned by Decker Exploration, Inc. and Leeman Energy Corporation (the "Owners") within the boundaries of the Movico Field, Mobile County, Alabama, as outlined in Exhibit A attached hereto (the "Property"), and to participate in the area of mutual interest