ALL Fuels & Energy Co Sample Contracts

All Energy Corp – PURCHASE AGREEMENT (January 28th, 2015)

This Purchase Agreement (“Agreement”) is made as of the 23rd day of January, 2015, by and among All Energy Corporation, a Delaware corporation (the “Company”), AllEnergy Sand, LLC, a Wisconsin limited liability company (“AE Sand”), AllEnergy Silica – Wisconsin, LLC, a Wisconsin limited liability company (“AE Wisconsin”) and AllEnergy Silica, Arcadia, LLC, a Wisconsin limited liability company (“AE Arcadia”) (AE Sand, AE Wisconsin and AE Arcadia, collectively, the “Wisconsin Sand Subsidiaries”), and ___________ (“Investor”).

All Energy Corp – CONVERTIBLE PROMISSORY NOTE (January 28th, 2015)

FOR VALUE RECEIVED, All Energy Corporation, a Delaware corporation (“Maker”), the undersigned, promises, pursuant to the terms of this Convertible Promissory Note (the “Note”), to pay to ________________ (“Payee”) (Payee and any subsequent holders hereof are hereinafter referred to collectively as “Holder”), at such place, or places, as Holder may designate to Maker in writing from time to time, the amount of _______________________ and ___/100 Dollars ($_________), together with interest thereon at the rate of fifteen percent (15%) per annum, which shall be due and payable on the date that is one (1) year from the date of first commercial production of frac sand at Maker’s proposed mine located in Trempealeau County, Wisconsin (the “Due Date”).

All Energy Corp – CONSULTING AGREEMENT (June 16th, 2014)

This Consulting Agreement is made as of the 14th day of February, 2012, by and between Tommy Allen (“Consultant”), and All Energy Corporation, a Delaware corporation (the “Company”).

All Energy Corp – AMENDMENT NO. 1 TO (June 16th, 2014)

This constitutes Amendment No. 1 to that certain Purchase and Sale Agreement (the “Agreement”), dated as of April 18, 2012, by and between AllEnergy Corporation, a Delaware corporation (“Buyer”), and Gerald D. Holden, an individual resident of the State of Texas (“Seller”).

All Energy Corp – AMENDMENT NO. 1 TO (May 21st, 2012)

This constitutes Amendment No. 1 to that certain Purchase and Sale Agreement (the “Agreement”), dated as of April 18, 2012, by and between AllEnergy Corporation, a Delaware corporation (“Buyer”), and Gerald D. Holden, an individual resident of the State of Texas (“Seller”).

ALL Fuels & Energy Co – CONSULTING AGREEMENT (April 18th, 2012)

This Consulting Agreement is made as of the 14th day of February, 2012, by and between Tommy Allen (“Consultant”), and All Energy Corporation, a Delaware corporation (the “Company”).

ALL Fuels & Energy Co – SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the "Agreement") made and entered into this 12th day of September, 2011 (the "Execution Date"), BETWEEN Treaty Energy Corporation of 201 St Charles Ave, Suite 2506, New Orleans, LA 70170 (the "Seller") OF THE FIRST PART and All Energy Company of 6165 NW 86th St, Johnston, IA 50322 (the "Purchaser") OF THE SECOND PART BACKGROUND (February 21st, 2012)

IN CONSIDERATION OF and as a condition of the parties entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:

ALL Fuels & Energy Co – August 31, 2011 All Fuels & Energy Company Attn: Dean E. Sukowatey 6165 N.W. 86th Street Johnston, Iowa 50131 Office:: (515) 331-6509 RE: Participation Agreement for Beauregard Parish Prospect (February 21st, 2012)
ALL Fuels & Energy Co – All Energy Corporation 2011 Stock Incentive Plan PURPOSE OF THE PLAN (February 7th, 2012)

The Board in its discretion may terminate the Plan at any time with respect to any shares of Common Stock for which Awards have not theretofore been granted. The Board shall have the right to alter or amend the Plan or any part thereof from time to time; provided that no change in the Plan may be made that would impair the rights of a Participant with respect to an Award theretofore granted without the consent of the Participant, and provided, further, that the Board may not, without approval of the stockholders of the Company, (a) amend the Plan to increase the maximum aggregate number of shares that may be issued under the Plan, increase the maximum number of shares that may be issued under the Plan through Incentive Stock Options, or change the class of individuals eligible to receive Awards under the Plan, or (b) amend or delete Subparagraph VII(f).

ALL Fuels & Energy Co – CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF ALL FUELS AND ENERGY COMPANY (January 26th, 2012)

The undersigned, being a duly appointed officer of All Fuels and Energy Company (the “Corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”), for the purpose of amending the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”) filed pursuant to Section 102 of the DGCL, hereby certifies, pursuant to Sections 242 and 103 of the DGCL, as follows:

ALL Fuels & Energy Co – FIRST AMENDMENT TO THE DEBT CONVERSION AGREEMENT (September 16th, 2011)

This Amendment to the Debt Conversion Agreement (“Agreement”) is effective as of August __, 2011, by and among All Fuels & Energy Company (the “Company”) and Dean Sukowatey (“Investor”), amends that certain Debt Conversion Agreement by and between the Company and Investor, dated effective August 15, 2011 (“Debt Conversion”).

ALL Fuels & Energy Co – 8% CONVERTIBLE PROMISSORY NOTE ALL FUELS & ENERGY COMPANY DUE September 1, 2013 (September 16th, 2011)

This Convertible Promissory Note is one of a series of duly authorized and issued convertible promissory notes of All Fuels & Energy Company, a Delaware corporation (the “Company”), designated its 8% Convertible Promissory Notes due September 1, 2013 (the “Note”), issued to Lee Bear I, LLC (together with its permitted successors and assigns, the “Holder”) in accordance with exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Securities Purchase Agreement, dated August 15, 2011 (the “Securities Purchase Agreement”) between the Company and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

ALL Fuels & Energy Co – ALL FUELS & ENERGY COMPANY SERIES B WARRANT (September 16th, 2011)

This Warrant is issued by the Company pursuant to that certain Securities Purchase Agreement dated August 15, 2011, among the Company and the Warrantholder (the “Purchase Agreement”).

ALL Fuels & Energy Co – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (September 16th, 2011)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated effective August 15, 2011 (the “Effective Date”) is made by and between All Fuels & Energy Company a duly organized Delaware corporation, ("Employer"), and Dean Sukowatey ("Employee"), amends and restates in its entirety that certain Employment Agreement, December 18, 2009, by and between Employer and Employee (“Existing Agreement”).

ALL Fuels & Energy Co – 8% CONVERTIBLE PROMISSORY NOTE ALL FUELS & ENERGY COMPANY DUE September 1, 2013 (September 16th, 2011)

This Convertible Promissory Note is one of a series of duly authorized and issued convertible promissory notes of All Fuels & Energy Company, a Delaware corporation (the “Company”), designated its 8% Convertible Promissory Notes due September 1, 2013 (the “Note”), issued to Joseph R. Lee (together with its permitted successors and assigns, the “Holder”) in accordance with exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Securities Purchase Agreement, dated August 15, 2011 (the “Securities Purchase Agreement”) between the Company and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

ALL Fuels & Energy Co – PURCHASE AGREEMENT (September 16th, 2011)

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 18th day of August, 2011, by and among All Fuels & Energy Company, a Delaware corporation (the “Company”), and the Investor(s) set forth on the signature pages affixed hereto (individually, a “Investor” or collectively “Investors”).

ALL Fuels & Energy Co – 8% CONVERTIBLE PROMISSORY NOTE ALL FUELS & ENERGY COMPANY DUE September 1, 2013 (September 16th, 2011)

This Convertible Promissory Note is one of a series of duly authorized and issued convertible promissory notes of All Fuels & Energy Company, a Delaware corporation (the “Company”), designated its 8% Convertible Promissory Notes due September 1, 2013 (the “Note”), issued to Equity Highrise, Inc. (together with its permitted successors and assigns, the “Holder”) in accordance with exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Securities Purchase Agreement, dated August 15, 2011 (the “Securities Purchase Agreement”) between the Company and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

ALL Fuels & Energy Co – 8% CONVERTIBLE PROMISSORY NOTE ALL FUELS & ENERGY COMPANY DUE September 1, 2013 (September 16th, 2011)

This Convertible Promissory Note is one of a series of duly authorized and issued convertible promissory notes of All Fuels & Energy Company, a Delaware corporation (the “Company”), designated its 8% Convertible Promissory Notes due September 1, 2013 (the “Note”), issued to Lazy Bear, LLC (together with its permitted successors and assigns, the “Holder”) in accordance with exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Securities Purchase Agreement, dated August 15, 2011 (the “Securities Purchase Agreement”) between the Company and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

ALL Fuels & Energy Co – ALL FUELS & ENERGY COMPANY SERIES A WARRANT (September 16th, 2011)

This Warrant is issued by the Company pursuant to that certain Securities Purchase Agreement dated August 15, 2011, among the Company and the Warrantholder (the “Purchase Agreement”).

ALL Fuels & Energy Co – ALL FUELS & ENERGY COMPANY SERIES A WARRANT (September 16th, 2011)

This Warrant is issued by the Company pursuant to that certain Securities Purchase Agreement dated August 15, 2011, among the Company and the Warrantholder (the “Purchase Agreement”).

ALL Fuels & Energy Co – ASSIGNMENT AGREEMENT (September 16th, 2011)

This assignment agreement (“Assignment”) is made and entered into as of August 15, 2011, by and between All Fuels & Energy Company, a Delaware corporation (the “Company”) and Dean Sukowatey (“Assignee”).

ALL Fuels & Energy Co – ALL FUELS & ENERGY COMPANY SERIES B WARRANT (September 16th, 2011)

This Warrant is issued by the Company pursuant to that certain Securities Purchase Agreement dated August 15, 2011, among the Company and the Warrantholder (the “Purchase Agreement”).

ALL Fuels & Energy Co – 8% CONVERTIBLE PROMISSORY NOTE ALL FUELS & ENERGY COMPANY DUE September 1, 2013 (September 16th, 2011)

This Convertible Promissory Note is one of a series of duly authorized and issued convertible promissory notes of All Fuels & Energy Company, a Delaware corporation (the “Company”), designated its 8% Convertible Promissory Notes due September 1, 2013 (the “Note”), issued to Jinsun, LLC (together with its permitted successors and assigns, the “Holder”) in accordance with exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Securities Purchase Agreement, dated August 15, 2011 (the “Securities Purchase Agreement”) between the Company and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

ALL Fuels & Energy Co – ALL FUELS & ENERGY COMPANY SERIES B WARRANT (September 16th, 2011)

This Warrant is issued by the Company pursuant to that certain Securities Purchase Agreement dated August 15, 2011, among the Company and the Warrantholder (the “Purchase Agreement”).

ALL Fuels & Energy Co – ALL FUELS & ENERGY COMPANY SERIES B WARRANT (September 16th, 2011)

This Warrant is issued by the Company pursuant to that certain Securities Purchase Agreement dated August 15, 2011, among the Company and the Warrantholder (the “Purchase Agreement”).

ALL Fuels & Energy Co – ALL FUELS & ENERGY COMPANY SERIES A WARRANT (September 16th, 2011)

This Warrant is issued by the Company pursuant to that certain Securities Purchase Agreement dated August 15, 2011, among the Company and the Warrantholder (the “Purchase Agreement”).

ALL Fuels & Energy Co – ALL FUELS & ENERGY COMPANY SERIES A WARRANT (September 16th, 2011)

This Warrant is issued by the Company pursuant to that certain Securities Purchase Agreement dated August 15, 2011, among the Company and the Warrantholder (the “Purchase Agreement”).

ALL Fuels & Energy Co – LOCK-UP AGREEMENT (September 16th, 2011)

THIS LOCK-UP AGREEMENT (the “Agreement”) is between All Fuels & Energy Company., a Delaware corporation (the “Company”), and Dean Sukowatey, sometimes referred to herein as the “Shareholder.” For all purposes of this Agreement, “Shareholder” includes any “affiliate, controlling person of Shareholder, agent, representative or other person with whom Shareholder is acting in concert.

ALL Fuels & Energy Co – ALL FUELS & ENERGY COMPANY SERIES B WARRANT (September 16th, 2011)

This Warrant is issued by the Company pursuant to that certain Securities Purchase Agreement dated August 15, 2011, among the Company and the Warrantholder (the “Purchase Agreement”).

ALL Fuels & Energy Co – ALL FUELS & ENERGY COMPANY SERIES A WARRANT (September 16th, 2011)

This Warrant is issued by the Company pursuant to that certain Securities Purchase Agreement dated August 15, 2011, among the Company and the Warrantholder (the “Purchase Agreement”).

ALL Fuels & Energy Co – CONSULTING AGREEMENT (April 15th, 2011)

This Consulting Agreement is made as of the 1st day of February, 2011, by and between David Kosen (“Consultant”) and ALL Fuels & Energy Company (the “Company”).

ALL Fuels & Energy Co – CONSULTING AGREEMENT (November 22nd, 2010)

This Consulting Agreement is made as of the 26th day of July, 2010, by and between Rage Marketing, Inc. (“Consultant”), and ALL Fuels & Energy Company (the “Company”).

ALL Fuels & Energy Co – STOCK PURCHASE AGREEMENT (November 22nd, 2010)

This Stock Purchase Agreement (the “Agreement”), dated as of October 20, 2010, by and between ALL Fuels & Energy Company, a Delaware corporation (“AFSE”), and Loras Wolfe (“Buyer”).

ALL Fuels & Energy Co – NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SA (April 15th, 2010)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

ALL Fuels & Energy Co – EMPLOYMENT AGREEMENT (April 15th, 2010)

This Employment Agreement ("Agreement") is made by and between ALL Fuels & Energy Company, a duly organized Delaware corporation (“Employer”), and Dean E. Sukowatey (“Employee”).