-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UffKgble443pNl6oLCtp8UzGgHfImPed48XGMVMeYx9xBNZJOlfsEEFtVISZ5i+6 G515K0nhL6ZOhqlv6ohjbw== 0001000096-98-000701.txt : 19981209 0001000096-98-000701.hdr.sgml : 19981209 ACCESSION NUMBER: 0001000096-98-000701 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19981208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOUBLE EAGLE PETROLEUM & MINING CO CENTRAL INDEX KEY: 0000029834 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 830214692 STATE OF INCORPORATION: WY FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-47095 FILM NUMBER: 98765453 BUSINESS ADDRESS: STREET 1: 777 OVERLAND TRAIL STREET 2: PO BOX 766 CITY: CASPER STATE: WY ZIP: 82602 BUSINESS PHONE: 3072379330 MAIL ADDRESS: STREET 1: DOUBLE EAGLE PETROLEUM & MINING CO STREET 2: P O BOX 766 CITY: CASPER STATE: WY ZIP: 82601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VESSELS THOMAS J CENTRAL INDEX KEY: 0001074797 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1610 WYNKOOP ST STREET 2: SUITE 110 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035340488 MAIL ADDRESS: STREET 1: 180 MARION ST CITY: DENVER STATE: CO ZIP: 80218 SC 13D 1 FORM SC 13D OM8 APPROVAL OMB Number: Expires: Estimated average burden hours per response UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ------ DOUBLE EAGLE PETROLEUM AND MINING CO. - ------------------------------------------------------------------------------- (Name of Issuer) $.10 Par Value Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 258570 20 9 ----------------------------------------------------- (CUSIP Number) Thomas J. Vessels and Tina H. Vessels 180 Marion Street Denver, CO 80218 (303) 778-6790 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 25, 1998 ------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13a-l(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) SCHEDULE 13D CUSIP No. 258570 20 9 ------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas J. Vessels ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ] ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER - -------------------------------------------------------------------------------- NUMBER OF | | SOLE VOTING POWER SHARES | | 186,000 (1) BENEFICIALLY |----------------------------------------------------------------- OWNED BY | | SHARED VOTING POWER EACH | | -0- REPORTING |----------------------------------------------------------------- WITH | | SOLE DISPOSITIVE POWER | | 186,000 (1) |----------------------------------------------------------------- | | SHARED DIPOSITIVE POWER | | -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) APPROXIMATELY 7.9% (2) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- - -------- 1 Includes warrants to purchase 75,000 shares and options to purchase 36,000 shares of common stock. 2 Includes shares beneficially owned by spouse. - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 258570 20 9 ------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tina H. Vessels ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ] ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER - -------------------------------------------------------------------------------- NUMBER OF | | SOLE VOTING POWER SHARES | | 150,000 (3) BENEFICIALLY |----------------------------------------------------------------- OWNED BY | | SHARED VOTING POWER EACH | | -0- REPORTING |----------------------------------------------------------------- WITH | | SOLE DISPOSITIVE POWER | | 150,000 (3) |----------------------------------------------------------------- | | SHARED DIPOSITIVE POWER | | -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) APPROXIMATELY 7.9% (4) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- - ---------- 3 Includes warrants to purchase 75,000 shares of common stock. 4 Includes shares beneficially owned by sopuse. - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - -------------------------------------------------------------------------------- Item 1. Security and Issuer. (a) Name and Address of Principal Executive Offices of Issuer: Double Eagle Petroleum And Mining Co. 777 Overland Trail (P.O. Box 786) Casper, WY 82601 (b) Title and Class of Equity Securities: $.10 Par Value Common Stock Item 2. Identity and Background. (a) Name of Person Filing: Thomas J. Vessels Tina H. Vessels (b) Residence Address: 180 Marion St. Denver, CO 80218 (c) Present Principal Occupation: Private oil and gas investments c/o Tundra Resources LLC 1610 Wynkoop St., Suite 100 Denver, CO 80202 (d) Criminal Proceedings: During the last five years neither reporting person has been convicted in any criminal proceeding. (e) Civil Proceedings: During the last five years neither reporting person has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person would have been subject to any judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to Federal or State securities laws finding any violation with respect to such laws. (f) Citizenship: U.S. Item 3. Source and Amount of Funds or Other Consideration. On November 25, 1998, each reporting person purchased 150,000 units at $1.375 per unit from Issuer pursuant to a Subscription and Registration Rights Agreement. The consideration paid consisted of personal funds of reporting persons. Each unit consists of one share of Issuer's $.10 par value common stock and one Warrant to purchase one share at $1.375 per share. The warrants are exercisable on or before October 16, 2003 and are subject to redemption by Issuer on and after April 26, 2001. Contemporaneously, Thomas J. Vessels entered into a Consulting Agreement with Issuer and as consideration therefor Issuer granted Mr. Vessels options to purchase 36,000 shares of Issuer's $.10 par value common stock at $1.375 exercisable on or before October 16, 2001. Item 4. Purpose of the Transaction. Reporting persons have acquired the securities covered by this Schedule for investment purposes. They have no plans or proposals that relate to or would result in any of the circumstances described in subparagraphs (a) to (j) of Item 4 of Schedule 13D except (i) with respect to Item 4(a), the consulting agreement with Mr. Vessels contemplates that if renewed beyond the initial term (expiring January 31, 2000) Mr. Vessels shall be entitled to such additional compensation in the form of options, shares, cash or other compensation as shall be mutually agreed to with Issuer, and (ii) with respect to Item 4(d), Mr. Vessels has been nominated to stand for election to Issuer's board of directors at the shareholder meeting to be held on January 20, 1999. Item 5. Interests in Securities of the Issuer. (a) See Cover Page. Items 11 and 13 incorporated by Reference. (b) See Cover Page. Items 7, 8, 9 and 10 incorporated by Reference. (c) Recent Transactions: N/A (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than as described in this Schedule, there is no contract, arrangement, understanding or relationship between any reporting person or between such person and any other person with respect to the securities of the Issuer. Item 7. Material to be Filed as Exhibits. (a) Subscription and Registration Rights Agreement between Thomas J. Vessels and Double Eagle Petroleum And Mining Co. (b) Subscription and Registration Rights Agreement between Tina H. Vessels and Double Eagle Petroleum And Mining Co. (c) Stock Warrant Agreement between Thomas J. Vessels and Double Eagle Petroleum And Mining Co. (d) Stock Warrant Agreement between Tina H. Vessels and Double Eagle Petroleum And Mining Co. (e) Consulting Agreement between Thomas J. Vessels and Double Eagle Petroleum And Mining Co. (f) Stock Option Agreement between Double Eagle Petroleum And Mining Co. and Thomas J. Vessels. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 7, 1998. By: /s/ THOMAS J. VESSELS ---------------------------- Thomas J. Vessels Dated: December 7, 1998. By: /s/ TINA H. VESSELS ---------------------------- Tina H. Vessels Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). EX-1 2 EXHIBIT A SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT (Thomas J. Vessels) Double Eagle Petroleum And Mining Co. 777 Overland Trail Casper, WY 82602 Gentlemen and Ladies: The undersigned desires to invest in Double Eagle Petroleum And Mining Co. (the "Company") on the terms and conditions described in this Subscription And Registration Rights Agreement (the "Subscription Agreement") and the Company's letter dated November 24, 1998 (the "Company Letter"). Pursuant to the terms described in the Company Letter and this Subscription Agreement, the Company is offering to subscribers a minimum of $206,250 and a maximum of $515,625 of units (the "Units") at a price of $1.375 per Unit (the "Unit Offering"). Each Unit consists of one share of the Company's $.001 par value common stock (the "Common Stock") and one Warrant to purchase one share of Common Stock for $1.375 per share until October 16, 2003. The form of Warrant Agreement with respect to the Warrants is attached to and made a part of this Subscription Agreement as Exhibit A. The Units, including the Common Stock and the Warrants constituting the Units, and the Common Stock issuable upon the exercise of the Warrants included in the Units are referred to collectively as the "Securities". 1. Subscription Subject to and in accordance with the terms and conditions of this Subscription Agreement, the undersigned hereby offers to purchase 75,000 Units. The undersigned hereby delivers to the Company the full purchase price for the subscription for the Units in the form of a check or wire transfer to the Company. The undersigned understands and agrees that this Subscription Agreement constitutes the binding obligation of the undersigned to deliver the full purchase price to the Company for the portion of the subscription accepted by the Company. Promptly after receipt of this Subscription Agreement, the undersigned will be notified promptly by the Company whether the undersigned's subscription has been accepted. 2. Representations And Warranties Of The Undersigned The undersigned hereby represents and warrants to, and agrees with, the Company as follows: (a) (i) the undersigned can bear the economic risk of losing the undersigned's entire investment; (ii) the undersigned is or will be acquiring the Securities for investment purposes only and the Securities the undersigned is or will be acquiring will be held by the undersigned without sale, transfer or other disposition for an indefinite period unless the transfer of the Securities subsequently is registered under the U.S. federal securities laws or unless exemptions from registration are available; (iii) the undersigned's overall commitments to investments that are not readily marketable is not disproportionate to the undersigned's net worth and the undersigned's investment in the Securities will not cause such overall commitments to become excessive; (iv) the undersigned's financial condition is such that the undersigned is under no present or contemplated future need to dispose of any portion of the Securities to satisfy any existing or contemplated undertaking, need or indebtedness; (v) the undersigned has adequate means of providing for the undersigned's current needs and personal contingencies and has no need for liquidity in the undersigned's investment in the Securities; and (vi) the undersigned has sufficient knowledge and experience in business and financial matters to evaluate and has evaluated the merits and risks of this investment. (b) The address set forth below on the signature page of this Subscription Agreement the undersigned's true and correct residence, and the undersigned has no present intention of becoming a resident of any other state or jurisdiction. (c) The undersigned confirms that all documents, records and books pertaining to an investment in the Securities that have been requested by the undersigned have been made available or delivered to the undersigned. Without limiting the foregoing, the undersigned has received and reviewed the Company's Annual Report on Form 10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each of the quarters ended November 30, 1997, February 28, 1998 and May 31, 1998, and the other documents included with the Company Letter, and the undersigned has had the opportunity to discuss the acquisition of the Securities with the Company, and the undersigned has obtained or been given access to all information concerning the Company that the undersigned has requested. As a result of its review of the Company, including the review of the materials provided to the undersigned, the undersigned understands, among other things, the following: the Company has limited financial resources, has incurred negative cash flow, and has not operated at a profit; and the Company has not concurrently, and may not in the future, receive additional investment funds. The undersigned further represents the undersigned is cognizant of the operations, financial condition and capitalization of the Company; is cognizant of the use of proceeds from this financing, and has available full information concerning the Company's affairs to evaluate the merits and risks of the investment in the Securities. (d) The undersigned has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms of an investment in the Securities and to receive additional information necessary to verify the accuracy of the information delivered to the undersigned. (e) The undersigned understands that the Securities have not been, and the Warrant Shares issuable upon the exercise of the Warrants, will not be, registered under the U.S. Securities Act of 1933, as amended (the "Act"), or any state securities laws in reliance on an exemption for private offerings and no U.S. federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the offering of the Securities. (f) The Securities for which the undersigned hereby subscribes are being or will be acquired solely for the undersigned's own account, for investment, and is not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; the undersigned has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof. (g) The undersigned acknowledges that, in making the decision to purchase the Securities, it has relied solely upon independent investigations made by it. (h) The undersigned has the full right, power and authority to enter this Subscription Agreement and to carry out and consummate the transactions herein. The Subscription Agreement constitutes the legal, valid and binding obligation of the undersigned. (i) The Undersigned represents that an investment in the Securities is a suitable investment for the Undersigned. (j) The Undersigned is not an associate person or affiliate of any member firm of the National Association of Securities Dealers, Inc. (k) The undersigned acknowledges and is aware that the following legend will be imprinted on the Securities subscribed to by the undersigned: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT." (l) The undersigned acknowledges and is aware of the following, in addition to other information included in the information provided to the undersigned: (i) The Securities are a speculative investment and involve a high degree of risk of loss by the undersigned of the undersigned's total investment. (ii) There are substantial restrictions on the transferability of the Securities. The Securities can not be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the Act, or an exemption from such registration is available and established to the satisfaction of the Company; except as provided in Section 3 below, investors in the Company have no rights to require that any transfer of the Securities be registered under the Act; there will be no public market for the Warrants and a limited public market for the Company's Common Stock; and accordingly, the undersigned may have to hold the Securities indefinitely; and it may not be possible for the undersigned to liquidate the undersigned's investment in the Company. (m) The undersigned understands and agrees that the Company is relying upon the accuracy, completeness, and truth of the undersigned's representations, warranties, agreements, and certifications contained in this Subscription Agreement, in determining the undersigned's suitability as an investor in the Company and in establishing compliance with federal and state securities laws. The undersigned understands that any incomplete, inaccurate, or untruthful response, or the breach of the undersigned's representations, warranties, agreements, or certifications, may result in the undersigned or the Company, or both, being in violation of federal or state securities laws, and any person, including the Company, who suffers damage as a result may have a claim against the undersigned for damages. The undersigned also acknowledges that the undersigned is indemnifying the Company and others for these and other losses in accordance with Section 4 of this Subscription Agreement. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive the delivery of the subscription amount and the completed Subscription Packet. 3. Registration Rights 3.1 The Company will, no later than 120 days after each date on which the Company receives written notice from the holders (the "Holders") of at least a majority of the shares of Common Stock and Warrants or Warrant Shares issued in connection with the Units Offering that are then outstanding, together with the payment by the Holders to the Company of $10,000 for registration expenses in accordance with Section 3.4 below, file with the Securities And Exchange Commission (the "SEC") a registration statement on Form S-3, Form SB-2 or other appropriate Form under the Securities Act of 1933, as amended (the "1933 Act"), covering the Holders' sale in the open market of the Common Stock issued in the Units Offering and of the Warrant Shares issuable upon the exercise of the Warrants (collectively, the "Registrable Securities"). The Company will undertake due diligence to cause the registration statement to become effective with the SEC as soon as possible after its filing. 3.2 As to any registration statement, the Company's obligations contained in this Section 3 shall be conditioned upon timely receipt by the Company in writing of information as to the terms of the contemplated transfer to be registered furnished by and on behalf of the Holders, and such other information as the Company reasonably may require from the Holders or any underwriter for any Registrable Securities for inclusion in the registration statement. Such information shall be provided to the Company in writing within 30 days after the request for that information by the Company. 3.3 In connection with any registration undertaken by the Company on behalf of the Holders pursuant to this Section 3, the Company shall (a) furnish to each Holder such numbers of copies of a summary prospectus or other prospectus, including a preliminary prospectus or any amendment or supplement to any prospectus, in conformity with the requirements of the 1933 Act, and such other documents, as such Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (b) notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto covered by such regisration statement is required to be delivered under the 1933 Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. 3.4 All registration expenses incurred by the Company in connection with any registration, qualification or compliance pursuant to this Section 3, including reasonable printing expenses, fees and disbursements of the Company's counsel, and registration and filing fees relating to the sale of the Registrable Securities to be registered on behalf of the Holders pursuant to any registration statement required to be filed by the Company on behalf of the Holders pursuant to this Section 3, and expenses, fees and disbursements in connection with the registration or qualification of the sale of the Registrable Securities in various states pursuant to Section 3.6 shall be borne by the Holders. A check in the amount of $10,000 as prepayment of these expenses shall be delivered by the Holders to the Company in accordance with Section 3.1 above. Any additional costs in excess of the $10,000 will be billed to and paid by the Holders, jointly and severally, as incurred by the Company. All selling expenses, including commissions, allocable to the sale of the shares of the Registrable Securities registered on behalf of the Holders shall be borne by the Holders. 3.5 In the case of a registration, qualification or compliance effected by the Company on behalf of the Holders pursuant to this Section 3, the Company shall keep the Holders advised in writing as to the initiation of such registration, qualification, and compliance and as to the completion thereof. At the Holders' expense, the Company will keep such registration, qualification or compliance effective until the later to occur of (a) one year after the date on which the registration statement becomes effective with the SEC, or (b) until the Holders have completed the distribution described in the registration statement relating thereto, or (c) the Registrable Securities become eligible for sale without restriction under Rule 144(k) under the 1933 Act or another or successor provision. The Company and the undersigned acknowledge and agree that the Registrable Securities will not be eligible for sale under Rule 144(k) at times that the undersigned is an affiliate of the Company. 3.6 In the case of a registration, qualification or compliance effected by the Company on behalf of the Holders pursuant to this Section 3, the Company shall, at the expense of the Holders, take such action as may be reasonably necessary to register or qualify the sale by the Holders of the Registrable Securities under the securities acts or blue sky laws of such jurisdictions as the Holders may reasonably request and to do any and all other acts and things which may be necessary or advisable to enable the Holders to complete such proposed sale or other distribution by the Holders of Registrable Securities in any such jurisdiction; provided however, that in no event shall the Company be obligated to register or qualify under the blue sky laws of any state in which the Common Stock of the Company currently is not qualified for resale pursuant to a currently effective registration or an exemption from registration, or be obligated to register or qualify the securities in any jurisdiction which would require the Company to qualify to do business. All expenses, fees and costs of such registration or qualification shall be borne by the Holders and shall be payable in accordance with Section 3.4. 3.7 The Company will indemnify and hold harmless the Holders against any loss, claim, damage or liability (or action in respect thereof) to which the Holders may become subject, under the 1933 Act, or otherwise, insofar as any such loss, claim, damage or liability (or action in respect thereof) is caused by any untrue statement or alleged untrue statement of any material facts contained in the registration statement, any prospectus contained in the registration statement, or any amendment or supplement thereto, or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading. Notwithstanding the foregoing provisions of this paragraph, the Company will not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Holders or any agent or other representative of the Holders. 3.8 The Holders will indemnify and hold harmless the Company and any underwriter (as defined in the 1933 Act) for the Company and each person, if any, who controls the Company or such underwriter against any loss, claim, damage or liability (or action in respect thereof) to which the Company or such underwriter or controlling person may become subject, under the 1933 Act or otherwise, insofar as any such loss, claim, damage or liability (or action in respect thereof) is caused by any untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by the Holders or any agent or other representative of the Holders or other representative of the Holders for use in the registration statement. 4. Indemnification The undersigned acknowledges that the undersigned understands the meaning and legal consequences of the representations, warranties, agreements, and certifications contained above, and the undersigned hereby agrees to indemnify and hold harmless each of the Company, its managers, officers, directors, representatives and agents from and against any and all loss, damage, or liability due to or arising out of a breach of any representation, warranty, agreement, or certification, or the inaccuracy of any statement, of the undersigned contained in this Subscription Agreement or any other document submitted by the undersigned in connection with the undersigned's subscription for the Securities. The foregoing notwithstanding, nothing in this Subscription Agreement, including the representations, warranties, agreements and certifications contained above, shall be deemed to constitute a waiver of any rights that the undersigned may have under the 1933 Act and other federal and state securities laws. 5. Miscellaneous (a) This Subscription Agreement may be executed in one or more counterparts all of which taken together shall constitute a single instrument. (b) This Subscription Agreement shall be governed and construed as binding upon the parties hereto, and their respective successors, and no other person shall have any right or obligation hereunder. This subscription shall be irrevocable, and may not be assigned by the undersigned. Subject to the foregoing, this Subscription Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the undersigned. (c) This Subscription Agreement constitutes the entire agreement between the undersigned and the Company with respect to the subject matter of this Subscription Agreement and supersedes all prior and contemporaneous agreements between the undersigned and the Company with respect to the subject matter of this Subscription Agreement. (d) This Subscription Agreement will be construed and enforced in accordance with and governed by the laws of the State of Colorado, except for matters arising under the Act, without reference to principles of conflicts of law. With such full understandings and acknowledgements, the undersigned does hereby affirm the undersigned's subscription to the purchase of the Securities being offered by the Company as described herein and in the Memorandum. The undersigned does further acknowledge the undersigned's understandings of all the terms and provisions of this Subscription Agreement and agrees to be bound by all of the terms and conditions of this Subscription Agreement. SIGNATURE PAGE FOR INDIVIDUALS Please complete the following: Date: Thomas J. Vessels Exact Name in Which Title is to be Held Signature Signature of Co-Owner Print Name Print Name of Co-Owner Social Security Number or Tax Social Security Number or Tax Address City, State, Postal or Zip Code, Country STATE OF ) ) ss. COUNTY OF ) On this _____ day of __________, 1998, before me personally appeared ___________________, who being duly sworn by me, acknowledged that (s)he executed the foregoing instrument for the uses and purposes therein stated. My commission expires: Notary Public Address * If the Securities are to be held in joint tenancy or as tenants in common, both persons must sign above and please indicate the manner in which the Securities are to be held: _____ Tenants in Common _____ Joint Tenants This subscription is accepted by Double Eagle Petroleum And Mining Co. on this _____ day of __________, 1998. DOUBLE EAGLE PETROLEUM AND MINING CO. By: ------------------------------------ Stephen H. Hollis, President SIGNATURE PAGE FOR ENTITIES Please complete the following if the subscriber is an entity: Date: Printed Name of Entity By: Signature Printed Name and Title Address City, State, Postal or Zip Code, Country Tax Identification Number STATE OF ) ) ss. COUNTY OF ) On this _____ day of __________, 1998, before me personally appeared ___________________, who being duly sworn by me, acknowledged that (s)he executed the foregoing instrument in the name of said entity, that (s)he had the authority to execute the same, and that (s)he executed the same as the act and deed of said entity for the uses and purposes therein stated. My commission expires: Notary Public Address This subscription is accepted by Double Eagle Petroleum And Mining Co. on this _____ day of __________, 1998. DOUBLE EAGLE PETROLEUM AND MINING CO. By: ------------------------------- Stephen H. Hollis, President EX-2 3 EXHIBIT B SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT (Tina H. Vessels) Double Eagle Petroleum And Mining Co. 777 Overland Trail Casper, WY 82602 Gentlemen and Ladies: The undersigned desires to invest in Double Eagle Petroleum And Mining Co. (the "Company") on the terms and conditions described in this Subscription And Registration Rights Agreement (the "Subscription Agreement") and the Company's letter dated November 24, 1998 (the "Company Letter"). Pursuant to the terms described in the Company Letter and this Subscription Agreement, the Company is offering to subscribers a minimum of $206,250 and a maximum of $515,625 of units (the "Units") at a price of $1.375 per Unit (the "Unit Offering"). Each Unit consists of one share of the Company's $.001 par value common stock (the "Common Stock") and one Warrant to purchase one share of Common Stock for $1.375 per share until October 16, 2003. The form of Warrant Agreement with respect to the Warrants is attached to and made a part of this Subscription Agreement as Exhibit A. The Units, including the Common Stock and the Warrants constituting the Units, and the Common Stock issuable upon the exercise of the Warrants included in the Units are referred to collectively as the "Securities". 1. Subscription Subject to and in accordance with the terms and conditions of this Subscription Agreement, the undersigned hereby offers to purchase 75,000 Units. The undersigned hereby delivers to the Company the full purchase price for the subscription for the Units in the form of a check or wire transfer to the Company. The undersigned understands and agrees that this Subscription Agreement constitutes the binding obligation of the undersigned to deliver the full purchase price to the Company for the portion of the subscription accepted by the Company. Promptly after receipt of this Subscription Agreement, the undersigned will be notified promptly by the Company whether the undersigned's subscription has been accepted. 2. Representations And Warranties Of The Undersigned The undersigned hereby represents and warrants to, and agrees with, the Company as follows: (a) (i) the undersigned can bear the economic risk of losing the undersigned's entire investment; (ii) the undersigned is or will be acquiring the Securities for investment purposes only and the Securities the undersigned is or will be acquiring will be held by the undersigned without sale, transfer or other disposition for an indefinite period unless the transfer of the Securities subsequently is registered under the U.S. federal securities laws or unless exemptions from registration are available; (iii) the undersigned's overall commitments to investments that are not readily marketable is not disproportionate to the undersigned's net worth and the undersigned's investment in the Securities will not cause such overall commitments to become excessive; (iv) the undersigned's financial condition is such that the undersigned is under no present or contemplated future need to dispose of any portion of the Securities to satisfy any existing or contemplated undertaking, need or indebtedness; (v) the undersigned has adequate means of providing for the undersigned's current needs and personal contingencies and has no need for liquidity in the undersigned's investment in the Securities; and (vi) the undersigned has sufficient knowledge and experience in business and financial matters to evaluate and has evaluated the merits and risks of this investment. (b) The address set forth below on the signature page of this Subscription Agreement the undersigned's true and correct residence, and the undersigned has no present intention of becoming a resident of any other state or jurisdiction. (c) The undersigned confirms that all documents, records and books pertaining to an investment in the Securities that have been requested by the undersigned have been made available or delivered to the undersigned. Without limiting the foregoing, the undersigned has received and reviewed the Company's Annual Report on Form 10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each of the quarters ended November 30, 1997, February 28, 1998 and May 31, 1998, and the other documents included with the Company Letter, and the undersigned has had the opportunity to discuss the acquisition of the Securities with the Company, and the undersigned has obtained or been given access to all information concerning the Company that the undersigned has requested. As a result of its review of the Company, including the review of the materials provided to the undersigned, the undersigned understands, among other things, the following: the Company has limited financial resources, has incurred negative cash flow, and has not operated at a profit; and the Company has not concurrently, and may not in the future, receive additional investment funds. The undersigned further represents the undersigned is cognizant of the operations, financial condition and capitalization of the Company; is cognizant of the use of proceeds from this financing, and has available full information concerning the Company's affairs to evaluate the merits and risks of the investment in the Securities. (d) The undersigned has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms of an investment in the Securities and to receive additional information necessary to verify the accuracy of the information delivered to the undersigned. (e) The undersigned understands that the Securities have not been, and the Warrant Shares issuable upon the exercise of the Warrants, will not be, registered under the U.S. Securities Act of 1933, as amended (the "Act"), or any state securities laws in reliance on an exemption for private offerings and no U.S. federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the offering of the Securities. (f) The Securities for which the undersigned hereby subscribes are being or will be acquired solely for the undersigned's own account, for investment, and is not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; the undersigned has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof. (g) The undersigned acknowledges that, in making the decision to purchase the Securities, it has relied solely upon independent investigations made by it. (h) The undersigned has the full right, power and authority to enter this Subscription Agreement and to carry out and consummate the transactions herein. The Subscription Agreement constitutes the legal, valid and binding obligation of the undersigned. (i) The Undersigned represents that an investment in the Securities is a suitable investment for the Undersigned. (j) The Undersigned is not an associate person or affiliate of any member firm of the National Association of Securities Dealers, Inc. (k) The undersigned acknowledges and is aware that the following legend will be imprinted on the Securities subscribed to by the undersigned: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT." (l) The undersigned acknowledges and is aware of the following, in addition to other information included in the information provided to the undersigned: (i) The Securities are a speculative investment and involve a high degree of risk of loss by the undersigned of the undersigned's total investment. (ii) There are substantial restrictions on the transferability of the Securities. The Securities can not be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the Act, or an exemption from such registration is available and established to the satisfaction of the Company; except as provided in Section 3 below, investors in the Company have no rights to require that any transfer of the Securities be registered under the Act; there will be no public market for the Warrants and a limited public market for the Company's Common Stock; and accordingly, the undersigned may have to hold the Securities indefinitely; and it may not be possible for the undersigned to liquidate the undersigned's investment in the Company. (m) The undersigned understands and agrees that the Company is relying upon the accuracy, completeness, and truth of the undersigned's representations, warranties, agreements, and certifications contained in this Subscription Agreement, in determining the undersigned's suitability as an investor in the Company and in establishing compliance with federal and state securities laws. The undersigned understands that any incomplete, inaccurate, or untruthful response, or the breach of the undersigned's representations, warranties, agreements, or certifications, may result in the undersigned or the Company, or both, being in violation of federal or state securities laws, and any person, including the Company, who suffers damage as a result may have a claim against the undersigned for damages. The undersigned also acknowledges that the undersigned is indemnifying the Company and others for these and other losses in accordance with Section 4 of this Subscription Agreement. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive the delivery of the subscription amount and the completed Subscription Packet. 3. Registration Rights 3.1 The Company will, no later than 120 days after each date on which the Company receives written notice from the holders (the "Holders") of at least a majority of the shares of Common Stock and Warrants or Warrant Shares issued in connection with the Units Offering that are then outstanding, together with the payment by the Holders to the Company of $10,000 for registration expenses in accordance with Section 3.4 below, file with the Securities And Exchange Commission (the "SEC") a registration statement on Form S-3, Form SB-2 or other appropriate Form under the Securities Act of 1933, as amended (the "1933 Act"), covering the Holders' sale in the open market of the Common Stock issued in the Units Offering and of the Warrant Shares issuable upon the exercise of the Warrants (collectively, the "Registrable Securities"). The Company will undertake due diligence to cause the registration statement to become effective with the SEC as soon as possible after its filing. 3.2 As to any registration statement, the Company's obligations contained in this Section 3 shall be conditioned upon timely receipt by the Company in writing of information as to the terms of the contemplated transfer to be registered furnished by and on behalf of the Holders, and such other information as the Company reasonably may require from the Holders or any underwriter for any Registrable Securities for inclusion in the registration statement. Such information shall be provided to the Company in writing within 30 days after the request for that information by the Company. 3.3 In connection with any registration undertaken by the Company on behalf of the Holders pursuant to this Section 3, the Company shall (a) furnish to each Holder such numbers of copies of a summary prospectus or other prospectus, including a preliminary prospectus or any amendment or supplement to any prospectus, in conformity with the requirements of the 1933 Act, and such other documents, as such Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (b) notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto covered by such regisration statement is required to be delivered under the 1933 Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. 3.4 All registration expenses incurred by the Company in connection with any registration, qualification or compliance pursuant to this Section 3, including reasonable printing expenses, fees and disbursements of the Company's counsel, and registration and filing fees relating to the sale of the Registrable Securities to be registered on behalf of the Holders pursuant to any registration statement required to be filed by the Company on behalf of the Holders pursuant to this Section 3, and expenses, fees and disbursements in connection with the registration or qualification of the sale of the Registrable Securities in various states pursuant to Section 3.6 shall be borne by the Holders. A check in the amount of $10,000 as prepayment of these expenses shall be delivered by the Holders to the Company in accordance with Section 3.1 above. Any additional costs in excess of the $10,000 will be billed to and paid by the Holders, jointly and severally, as incurred by the Company. All selling expenses, including commissions, allocable to the sale of the shares of the Registrable Securities registered on behalf of the Holders shall be borne by the Holders. 3.5 In the case of a registration, qualification or compliance effected by the Company on behalf of the Holders pursuant to this Section 3, the Company shall keep the Holders advised in writing as to the initiation of such registration, qualification, and compliance and as to the completion thereof. At the Holders' expense, the Company will keep such registration, qualification or compliance effective until the later to occur of (a) one year after the date on which the registration statement becomes effective with the SEC, or (b) until the Holders have completed the distribution described in the registration statement relating thereto, or (c) the Registrable Securities become eligible for sale without restriction under Rule 144(k) under the 1933 Act or another or successor provision. The Company and the undersigned acknowledge and agree that the Registrable Securities will not be eligible for sale under Rule 144(k) at times that the undersigned is an affiliate of the Company. 3.6 In the case of a registration, qualification or compliance effected by the Company on behalf of the Holders pursuant to this Section 3, the Company shall, at the expense of the Holders, take such action as may be reasonably necessary to register or qualify the sale by the Holders of the Registrable Securities under the securities acts or blue sky laws of such jurisdictions as the Holders may reasonably request and to do any and all other acts and things which may be necessary or advisable to enable the Holders to complete such proposed sale or other distribution by the Holders of Registrable Securities in any such jurisdiction; provided however, that in no event shall the Company be obligated to register or qualify under the blue sky laws of any state in which the Common Stock of the Company currently is not qualified for resale pursuant to a currently effective registration or an exemption from registration, or be obligated to register or qualify the securities in any jurisdiction which would require the Company to qualify to do business. All expenses, fees and costs of such registration or qualification shall be borne by the Holders and shall be payable in accordance with Section 3.4. 3.7 The Company will indemnify and hold harmless the Holders against any loss, claim, damage or liability (or action in respect thereof) to which the Holders may become subject, under the 1933 Act, or otherwise, insofar as any such loss, claim, damage or liability (or action in respect thereof) is caused by any untrue statement or alleged untrue statement of any material facts contained in the registration statement, any prospectus contained in the registration statement, or any amendment or supplement thereto, or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading. Notwithstanding the foregoing provisions of this paragraph, the Company will not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Holders or any agent or other representative of the Holders. 3.8 The Holders will indemnify and hold harmless the Company and any underwriter (as defined in the 1933 Act) for the Company and each person, if any, who controls the Company or such underwriter against any loss, claim, damage or liability (or action in respect thereof) to which the Company or such underwriter or controlling person may become subject, under the 1933 Act or otherwise, insofar as any such loss, claim, damage or liability (or action in respect thereof) is caused by any untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by the Holders or any agent or other representative of the Holders or other representative of the Holders for use in the registration statement. 4. Indemnification The undersigned acknowledges that the undersigned understands the meaning and legal consequences of the representations, warranties, agreements, and certifications contained above, and the undersigned hereby agrees to indemnify and hold harmless each of the Company, its managers, officers, directors, representatives and agents from and against any and all loss, damage, or liability due to or arising out of a breach of any representation, warranty, agreement, or certification, or the inaccuracy of any statement, of the undersigned contained in this Subscription Agreement or any other document submitted by the undersigned in connection with the undersigned's subscription for the Securities. The foregoing notwithstanding, nothing in this Subscription Agreement, including the representations, warranties, agreements and certifications contained above, shall be deemed to constitute a waiver of any rights that the undersigned may have under the 1933 Act and other federal and state securities laws. 5. Miscellaneous (a) This Subscription Agreement may be executed in one or more counterparts all of which taken together shall constitute a single instrument. (b) This Subscription Agreement shall be governed and construed as binding upon the parties hereto, and their respective successors, and no other person shall have any right or obligation hereunder. This subscription shall be irrevocable, and may not be assigned by the undersigned. Subject to the foregoing, this Subscription Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the undersigned. (c) This Subscription Agreement constitutes the entire agreement between the undersigned and the Company with respect to the subject matter of this Subscription Agreement and supersedes all prior and contemporaneous agreements between the undersigned and the Company with respect to the subject matter of this Subscription Agreement. (d) This Subscription Agreement will be construed and enforced in accordance with and governed by the laws of the State of Colorado, except for matters arising under the Act, without reference to principles of conflicts of law. With such full understandings and acknowledgements, the undersigned does hereby affirm the undersigned's subscription to the purchase of the Securities being offered by the Company as described herein and in the Memorandum. The undersigned does further acknowledge the undersigned's understandings of all the terms and provisions of this Subscription Agreement and agrees to be bound by all of the terms and conditions of this Subscription Agreement. SIGNATURE PAGE FOR INDIVIDUALS Please complete the following: Date: Tina H. Vessels Exact Name in Which Title is to be Held Signature Signature of Co-Owner Print Name Print Name of Co-Owner Social Security Number or Tax Social Security Number or Tax Address City, State, Postal or Zip Code, Country STATE OF ) ) ss. COUNTY OF ) On this _____ day of __________, 1998, before me personally appeared ___________________, who being duly sworn by me, acknowledged that (s)he executed the foregoing instrument for the uses and purposes therein stated. My commission expires: Notary Public Address * If the Securities are to be held in joint tenancy or as tenants in common, both persons must sign above and please indicate the manner in which the Securities are to be held: _____ Tenants in Common _____ Joint Tenants This subscription is accepted by Double Eagle Petroleum And Mining Co. on this _____ day of __________, 1998. DOUBLE EAGLE PETROLEUM AND MINING CO. By: ---------------------------- Stephen H. Hollis, President SIGNATURE PAGE FOR ENTITIES Please complete the following if the subscriber is an entity: Date: Printed Name of Entity By: Signature Printed Name and Title Address City, State, Postal or Zip Code, Country Tax Identification Number STATE OF ) ) ss. COUNTY OF ) On this _____ day of __________, 1998, before me personally appeared ___________________, who being duly sworn by me, acknowledged that (s)he executed the foregoing instrument in the name of said entity, that (s)he had the authority to execute the same, and that (s)he executed the same as the act and deed of said entity for the uses and purposes therein stated. My commission expires: Notary Public Address This subscription is accepted by Double Eagle Petroleum And Mining Co. on this _____ day of __________, 1998. DOUBLE EAGLE PETROLEUM AND MINING CO. By: ---------------------------- Stephen H. Hollis, President EX-3 4 EXHIBIT C THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. DOUBLE EAGLE PETROLEUM AND MINING CO. STOCK WARRANT AGREEMENT THIS STOCK WARRANT AGREEMENT (the "Agreement") is made and entered into as of the 16th day of October 1998 by and between Double Eagle Petroleum And Mining Co., a Wyoming corporation (the "Company"), and Thomas J. Vessels (the "Holder"). WITNESSETH: WHEREAS, pursuant to the Subscription Agreement dated as of November 24, 1998 between the Company and Holder (the "Subscription Agreement"), Holder agreed to purchase from the Company, and the Company agreed to sell and issue to the Holder, a warrant to purchase shares of the $.01 par value common stock of the Company ("Common Stock"), said warrant to be for the number of shares, at the price per share and on the terms set forth in this Agreement; and WHEREAS, the Holder desires to receive a warrant on the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties agree as follows: 1. Grant Of Warrant. The Company hereby grants to the Holder the right and warrant (the "Warrant") to purchase all or any part of an aggregate of 75,000 shares of the authorized and unissued $.10 par value common stock of the Company (the "Warrant Shares") pursuant to the terms and conditions set forth in this Agreement. 2. Warrant Price. At any time when shares are to be purchased pursuant to the Warrant, the purchase price for each Warrant Share shall be $1.375 (the "Warrant Price"), subject to adjustment as provided in this Agreement. 3. Exercise Period. The period for the exercise of the Warrant shall commence on the date of this Agreement and shall terminate at 5:00 p.m., Denver, Colorado time on October 16, 2003 unless terminated earlier as provided in this Agreement. 4. Exercise Of Warrant. (a) The Warrant may be exercised in whole or in part by delivering to the Treasurer or President of the Company at the address of the Company's principal office (i) a Notice And Agreement Of Exercise Of Warrant, substantially in the form attached hereto as Exhibit A, specifying the number of Warrant Shares with respect to which the Warrant is exercised, and (ii) full payment of the Warrant Price for such shares. Payment shall be made by certified check or cleared funds. The Warrant may not be exercised in part unless the purchase price for the Warrant Shares purchased is at least $1,000 or unless the entire remaining portion of the Warrant is being exercised. (b) Promptly upon receipt of the Notice And Agreement Of Exercise Of Warrant together with the full payment of the Warrant Price, the Company shall deliver to the Holder a properly executed certificate or certificates representing the Warrant Shares being purchased. 5. Redemption Of Warrant. At any time on and after April 26, 2001 and prior to the exercise or expiration of the Warrant, the Company shall have the right to call the Warrants for redemption upon 30 days' prior written or published notice at a price of $.001 per Warrant, provided however that the closing bid quotation for the Common Stock for at least 20 of the 30 consecutive business days ending on the business day prior to the Company's giving notice of redemption has been at least $3.00 per share. The Holder shall have the right to exercise the Warrant prior to the date set forth in the Company's notice of redemption (the "Redemption Date"). After the Redemption Date, all rights of the Holder shall terminate, other than the right to receive the redemption price of $.001 per Warrant, without interest. The redemption price shall be subject to adjustment upon the occurrence of certain events as described in this Agreement. 6. Withholding Taxes. The Company may take such steps as it deems necessary or appropriate for the withholding of any taxes which the Company is required by any law or regulation or any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the Warrant including, but not limited to, the withholding of all or any portion of any payment owed by the Company to the Holder or the withholding of issuance of Warrant Shares to be issued upon the exercise of the Warrant. 7. Securities Laws Requirements. The issuance of the Warrant has not been registered under the Securities Act of 1933, as amended (the "1933 Act"), in reliance upon an exemption from registration. In addition, no Warrant Shares shall be issued unless and until, in the opinion of the Company, there has been full compliance with, or an exemption from, any applicable registration requirements of the 1933 Act, any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery. The Holder hereby acknowledges, represents, warrants and agrees as follows, and, pursuant to the terms of the Notice And Agreement Of Exercise Of Warrant (Exhibit A) that shall be delivered to the Company upon each exercise of the Warrant, the Holder shall acknowledge, represent, warrant and agree as follows: (a) Holder is acquiring the Warrant and the Warrant Shares for investment purposes only and the Warrant and the Warrant Shares that Holder is acquiring will be held by Holder without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Holder's overall commitment to investments that are not readily marketable is not disproportionate to Holder's net worth and Holder's investment in the Warrant and the Warrant Shares will not cause such overall commitments to become excessive; (c) Holder's financial condition is such that Holder is under no present or contemplated future need to dispose of any portion of the Warrant or the Warrant Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Holder has sufficient knowledge and experience in business and financial matters to evaluate, and Holder has evaluated, the merits and risks of an investment in the Warrant and the Warrant Shares; (e) The address set forth on the signature page to this Agreement is Holder's true and correct residence, and Holder has no present intention of becoming a resident of any other state or jurisdiction; (f) Holder confirms that all documents, records and books pertaining to an investment in the Warrant and the Warrant Shares that have been requested by Holder have been made available or delivered to Holder. Without limiting the foregoing, Holder has received and reviewed the Company's Annual Report on Form 10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each of the quarters ended November 30, 1997, February 28, 1998 and May 31, 1998, and the other documents included with the letter from the Company to the Holder dated November 24, 1998, and the Company's press releases dated each of September 19, 1997, September 26, 1997, October 1, 1997, December 3, 1997, January 13, 1998, February 11, 1998, March 11, 1998, July 21, 1998, August 13, 1998 and August 27, 1998, and Holder has had the opportunity to discuss the acquisition of the Warrant and the Warrant Shares with the Company, and Holder has obtained or been given access to all information concerning the Company that Holder has requested; (g) Holder has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Warrant and the Warrant Shares and to receive additional information necessary to verify the accuracy of the information delivered to Holder, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Holder understands that the Warrant has not been, and the Warrant Shares issuable upon exercise of the Warrants will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the issuance of the Warrant or the Warrant Shares; (i) The Warrant and the Warrant Shares that Holder is acquiring will be solely for Holder's own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Holder has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Holder acknowledges and is aware of the following: (i) The Company has a history of losses. The Warrant and the Warrant Shares constitute a speculative investment and involve a high degree of risk of loss by Holder of Holder's total investment in the Warrant and the Warrant Shares. (ii) There are substantial restrictions on the transferability of the Warrant and the Warrant Shares. The Warrant is not transferable. The Warrant Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the satisfaction of the Company; except as set forth in the Subscription Agreement, investors in the Company have no rights to require that the Warrant Shares be registered; there is no right of presentment of the Warrant Shares and there is no obligation by the Company to repurchase any of the Warrant Shares; and, accordingly, Holder may have to hold the Warrant Shares indefinitely and it may not be possible for Holder to liquidate Holder's investment in the Company; (iii) Each certificate issued representing the Warrant Shares shall be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend will read substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT." (k) The Holder shall report all sales of Warrant Shares to the Company in writing on a form prescribed by the Company. The restrictions described above, or notice thereof, may be placed on the certificates representing the Warrant Shares purchased pursuant to the Warrant, and the Company may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that no violation of such restrictions will occur. 8. Adjustment By Stock Split, Stock Dividend, Etc. If at any time the Company increases or decreases the number of its outstanding shares of common stock, or changes in any way the rights and privileges of such shares, by means of the payment of a stock dividend or the making of any other distribution on such shares payable in its common stock, or through a stock split or subdivision of shares, or a consolidation or combination of shares, or through a reclassification or recapitalization involving its common stock, the numbers, rights and privileges of the shares of common stock included in the Warrant shall be increased, decreased or changed in like manner as if such shares had been issued and outstanding, fully paid and nonassessable at the time of such occurrence and the Warrant Price shall be correspondingly decreased, increased or otherwise changed. Whenever the number or kind of shares comprising the Warrant Shares or the Warrant Price is adjusted, the Company shall promptly give written notice and a certificate of the Chief Financial Officer or President of the Company to each Holder of record of the outstanding Warrants, stating that such an adjustment has been effected and setting forth the number and kind of shares purchasable and the amount of the then-current Warrant Price, and stating in reasonable detail the facts requiring such adjustment and the calculation of such adjustment. 9. Reorganization And Reclassification. In case of any capital reorganization or any reclassification of the capital stock of the Company while the Warrants remain outstanding, the Holder of the Warrants shall thereafter be entitled to purchase pursuant to the Warrants (in lieu of the kind and number of shares of Common Stock comprising Warrant Shares that such Holder would have been entitled to purchase or acquire immediately before such reorganization or reclassification) the kind and number of shares of stock of any class or classes or other securities or property for or into which such shares of Common Stock would have been exchanged, converted, or reclassified if the Warrant Shares had been purchased immediately before such reorganization or reclassification. In case of any such reorganization or reclassification, appropriate provision (as determined by resolutions of the Board of Directors of the Company) shall be made with respect to the rights and interest thereafter of the Holder of the Warrants, to the end that all the provisions of this Warrant Agreement (including adjustment provisions) shall thereafter be applicable, as nearly as reasonably practicable, in relation to such stock or other securities or property. 10. Common Stock To Be Received Upon Exercise. Holder understands that (a) the Company is under no obligation to register the issuance of the Warrant Shares, (b) the Company's obligation to register the resale of the Warrant Shares under the 1933 Act is as set forth in Section 3 of the Subscription Agreement, and (c) in the absence of any such registration, the Warrant Shares cannot be sold unless they are sold pursuant to an exemption from registration under the 1933 Act. Holder also understands that with respect to Rule 144, routine sales of securities made in reliance upon such Rule can be made only in limited amounts in accordance with the terms and conditions of the Rule, and that in cases in which the Rule is inapplicable, compliance with either Regulation A or another disclosure exemption under the 1933 Act will be required. Thus, the Warrant Shares will have to be held indefinitely in the absence of registration under the Act or an exemption from registration. Furthermore, the Holder fully understands that issuance of the Warrant Shares will not be registered under the Act and that, because the issuance of the Warrant Shares will not be registered, the Warrant Shares will be issued in reliance upon an exemption which is available only if Holder acquires such shares for investment and not with a view to distribution. Holder is familiar with the phrase "acquired for investment and not with a view to distribution" as it relates to the Act and the special meaning given to such term in various releases of the Securities And Exchange Commission. 11. Privilege Of Ownership. Holder shall not have any of the rights of a stockholder with respect to the shares covered by the Warrant except to the extent that one or more certificates for such shares shall be delivered to him upon exercise of the Warrant. 12. Relationship To Engagement. Nothing contained in this Agreement (i) shall confer upon the Holder any right with respect to continuance of Holder's engagement by, or affiliation with, or relationship to, the Company, or (ii) shall interfere in any way with the right of the Company at any time to terminate the Holder's engagement by, position or affiliation with, or relationship to, the Company. 13. Notices. All notices, requests, demands, directions and other communications ("Notices") concerning this Agreement shall be in writing and shall be mailed or delivered personally or sent by telecopier or facsimile to the applicable party at the address of such party set forth below in this Section 13. When mailed, each such Notice shall be sent by first class, certified mail, return receipt requested, enclosed in a postage prepaid wrapper, and shall be effective on the fifth business day after it has been deposited in the mail. When delivered personally, each such Notice shall be effective when delivered to the address for the respective party set forth in this Section 13, provided that it is delivered on a business day and further provided that it is delivered prior to 5:00 p.m., local time of the party to whom the notice is being delivered, on that business day; otherwise, each such Notice shall be effective on the first business day occurring after the Notice is delivered. When sent by telecopier or facsimile, each such Notice shall be effective on the day on which it is sent provided that it is sent on a business day and further provided that it is sent prior to 5:00 p.m., local time of the party to whom the Notice is being sent, on that business day; otherwise, each such Notice shall be effective on the first business day occurring after the Notice is sent. Each such Notice shall be addressed to the party to be notified as shown below: (a) if to the Company: Double Eagle Petroleum And Mining Co. 777 Overland Trail Casper, Wyoming 82602 Facsimile No. (307) 266-1823 Attention: President (b) if to the Holder: Thomas J. Vessels At the address set forth on the signature page of this Agreement Either party may change its respective address for purposes of this Section 13 by giving the other party Notice of the new address in the manner set forth above. 14. General Provisions. This instrument (a) contains the entire agreement between the parties, (b) may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver, (c) shall be construed in accordance with, and governed by the laws of Colorado, and (d) shall be binding upon and shall inure to the benefit of the parties and their respective personal representatives and assigns, except as above set forth. All pronouns contained herein and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural as the identity of the parties hereto may require. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below. DOUBLE EAGLE PETROLEUM AND MINING CO. Date:____________________ By:_______________________________ ------------------------------ Printed Name And Title HOLDER Date:____________________ __________________________________ Thomas J. Vessels, individually Address: 1610 Wynkoop, Suite 100 Denver, Colorado 80202 Facsimile No. (303) 534-0487 EXHIBIT A (To Double Eagle Petroleum And Mining Co. Stock Warrant Agreement) DOUBLE EAGLE PETROLEUM AND MINING CO. NOTICE AND AGREEMENT OF EXERCISE OF WARRANT I hereby exercise my Double Eagle Petroleum And Mining Co. Stock Warrant dated as of October 16, 1998 as to ________ shares of the $.01 par value common stock (the "Warrant Shares") of Double Eagle Petroleum And Mining Co. (the "Company") at a purchase price of $_______ per share. The total exercise price for these Warrant Shares is $________. Enclosed is payment in the form of ___________________. Enclosed is the payment specified in Section 4 of my Warrant Agreement. I understand that no Warrant Shares will be issued unless and until, in the opinion of the Company, there has been full compliance with, or an exemption from, any applicable registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class is then listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery. I hereby acknowledge, represent, warrant and agree, to and with the Company as follows: (a) Holder is acquiring the Warrant Shares for investment purposes only and the Warrant Shares that Holder is acquiring will be held by Holder without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Holder's overall commitment to investments that are not readily marketable is not disproportionate to Holder's net worth and Holder's investment in the Warrant Shares will not cause such overall commitments to become excessive; (c) Holder's financial condition is such that Holder is under no present or contemplated future need to dispose of any portion of the Warrant Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Holder has sufficient knowledge and experience in business and financial matters to evaluate, and Holder has evaluated, the merits and risks of an investment in the Warrant Shares; (e) The address set forth in this Agreement is Holder's true and correct residence, and Holder has no present intention of becoming a resident of any other state or jurisdiction; (f) Holder confirms that all documents, records and books pertaining to an investment in the Warrant Shares that have been requested by the Holder have been made available or delivered to Holder. Without limiting the foregoing, Holder has received and reviewed the Company's Annual Report on Form 10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each of the quarters ended November 30, 1997, February 28, 1998 and May 31, 1998, all subsequent periodic reports required to be filed by the Company pursuant to the Securities Exchange Act of 1934, as amended, that have been provided to the Holder by the Company, and the Company's press releases dated each of September 19, 1997, September 26, 1997, October 1, 1997, December 3, 1997, January 13, 1998, February 11, 1998, March 11, 1998, July 21, 1998, August 13, 1998 and August 27, 1998, and all subsequent press releases issued by the Company that have been provided to the Holder by the Company, and Holder has had the opportunity to discuss the acquisition of the Warrant Shares with the Company, and Holder has obtained or been given access to all information concerning the Company that Holder has requested; (g) Holder has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Warrant Shares and to receive additional information necessary to verify the accuracy of the information delivered to Holder, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Holder understands that the issuance of the Warrant Shares upon the exercise of the Warrants has not been registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Warrant Shares; (i) The Warrant Shares that Holder is acquiring will be solely for Holder's own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Holder has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Holder acknowledges and is aware of the following: (i) The Company has a history of losses. The Warrant Shares constitute a speculative investment and involve a high degree of risk of loss by Holder of Holder's total investment in the Warrant Shares. (ii) There are substantial restrictions on the transferability of the Warrant Shares. The Warrant Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the satisfaction of the Company; investors in the Company have no rights to require that the Warrant Shares be registered except as set forth in the Subscription Agreement; there is no right of presentment of the Warrant Shares and there is no obligation by the Company to repurchase any of the Warrant Shares; and, accordingly, Holder may have to hold the Warrant Shares indefinitely and it may not be possible for Holder to liquidate Holder's investment in the Company. (iii) Each certificate issued representing the Warrant Shares shall be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend will read substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT." The number of Warrant Shares specified above are to be issued in the name or names set forth below in the left-hand column. (Print Your Name) Signature (Holder - Print Name of Spouse Address if you wish joint registration) City, State and Zip Code EX-4 5 EXHIBIT D THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. DOUBLE EAGLE PETROLEUM AND MINING CO. STOCK WARRANT AGREEMENT THIS STOCK WARRANT AGREEMENT (the "Agreement") is made and entered into as of the 16th day of October 1998 by and between Double Eagle Petroleum And Mining Co., a Wyoming corporation (the "Company"), and Tina H. Vessels (the "Holder"). WITNESSETH: WHEREAS, pursuant to the Subscription Agreement dated as of November 24, 1998 between the Company and Holder (the "Subscription Agreement"), Holder agreed to purchase from the Company, and the Company agreed to sell and issue to the Holder, a warrant to purchase shares of the $.01 par value common stock of the Company ("Common Stock"), said warrant to be for the number of shares, at the price per share and on the terms set forth in this Agreement; and WHEREAS, the Holder desires to receive a warrant on the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties agree as follows: 1. Grant Of Warrant. The Company hereby grants to the Holder the right and warrant (the "Warrant") to purchase all or any part of an aggregate of 75,000 shares of the authorized and unissued $.10 par value common stock of the Company (the "Warrant Shares") pursuant to the terms and conditions set forth in this Agreement. 2. Warrant Price. At any time when shares are to be purchased pursuant to the Warrant, the purchase price for each Warrant Share shall be $1.375 (the "Warrant Price"), subject to adjustment as provided in this Agreement. 3. Exercise Period. The period for the exercise of the Warrant shall commence on the date of this Agreement and shall terminate at 5:00 p.m., Denver, Colorado time on October 16, 2003 unless terminated earlier as provided in this Agreement. 4. Exercise Of Warrant. (a) The Warrant may be exercised in whole or in part by delivering to the Treasurer or President of the Company at the address of the Company's principal office (i) a Notice And Agreement Of Exercise Of Warrant, substantially in the form attached hereto as Exhibit A, specifying the number of Warrant Shares with respect to which the Warrant is exercised, and (ii) full payment of the Warrant Price for such shares. Payment shall be made by certified check or cleared funds. The Warrant may not be exercised in part unless the purchase price for the Warrant Shares purchased is at least $1,000 or unless the entire remaining portion of the Warrant is being exercised. (b) Promptly upon receipt of the Notice And Agreement Of Exercise Of Warrant together with the full payment of the Warrant Price, the Company shall deliver to the Holder a properly executed certificate or certificates representing the Warrant Shares being purchased. 5. Redemption Of Warrant. At any time on and after April 26, 2001 and prior to the exercise or expiration of the Warrant, the Company shall have the right to call the Warrants for redemption upon 30 days' prior written or published notice at a price of $.001 per Warrant, provided however that the closing bid quotation for the Common Stock for at least 20 of the 30 consecutive business days ending on the business day prior to the Company's giving notice of redemption has been at least $3.00 per share. The Holder shall have the right to exercise the Warrant prior to the date set forth in the Company's notice of redemption (the "Redemption Date"). After the Redemption Date, all rights of the Holder shall terminate, other than the right to receive the redemption price of $.001 per Warrant, without interest. The redemption price shall be subject to adjustment upon the occurrence of certain events as described in this Agreement. 6. Withholding Taxes. The Company may take such steps as it deems necessary or appropriate for the withholding of any taxes which the Company is required by any law or regulation or any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the Warrant including, but not limited to, the withholding of all or any portion of any payment owed by the Company to the Holder or the withholding of issuance of Warrant Shares to be issued upon the exercise of the Warrant. 7. Securities Laws Requirements. The issuance of the Warrant has not been registered under the Securities Act of 1933, as amended (the "1933 Act"), in reliance upon an exemption from registration. In addition, no Warrant Shares shall be issued unless and until, in the opinion of the Company, there has been full compliance with, or an exemption from, any applicable registration requirements of the 1933 Act, any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery. The Holder hereby acknowledges, represents, warrants and agrees as follows, and, pursuant to the terms of the Notice And Agreement Of Exercise Of Warrant (Exhibit A) that shall be delivered to the Company upon each exercise of the Warrant, the Holder shall acknowledge, represent, warrant and agree as follows: (a) Holder is acquiring the Warrant and the Warrant Shares for investment purposes only and the Warrant and the Warrant Shares that Holder is acquiring will be held by Holder without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Holder's overall commitment to investments that are not readily marketable is not disproportionate to Holder's net worth and Holder's investment in the Warrant and the Warrant Shares will not cause such overall commitments to become excessive; (c) Holder's financial condition is such that Holder is under no present or contemplated future need to dispose of any portion of the Warrant or the Warrant Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Holder has sufficient knowledge and experience in business and financial matters to evaluate, and Holder has evaluated, the merits and risks of an investment in the Warrant and the Warrant Shares; (e) The address set forth on the signature page to this Agreement is Holder's true and correct residence, and Holder has no present intention of becoming a resident of any other state or jurisdiction; (f) Holder confirms that all documents, records and books pertaining to an investment in the Warrant and the Warrant Shares that have been requested by Holder have been made available or delivered to Holder. Without limiting the foregoing, Holder has received and reviewed the Company's Annual Report on Form 10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each of the quarters ended November 30, 1997, February 28, 1998 and May 31, 1998, and the other documents included with the letter from the Company to the Holder dated November 24, 1998, and the Company's press releases dated each of September 19, 1997, September 26, 1997, October 1, 1997, December 3, 1997, January 13, 1998, February 11, 1998, March 11, 1998, July 21, 1998, August 13, 1998 and August 27, 1998, and Holder has had the opportunity to discuss the acquisition of the Warrant and the Warrant Shares with the Company, and Holder has obtained or been given access to all information concerning the Company that Holder has requested; (g) Holder has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Warrant and the Warrant Shares and to receive additional information necessary to verify the accuracy of the information delivered to Holder, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Holder understands that the Warrant has not been, and the Warrant Shares issuable upon exercise of the Warrants will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the issuance of the Warrant or the Warrant Shares; (i) The Warrant and the Warrant Shares that Holder is acquiring will be solely for Holder's own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Holder has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Holder acknowledges and is aware of the following: (i) The Company has a history of losses. The Warrant and the Warrant Shares constitute a speculative investment and involve a high degree of risk of loss by Holder of Holder's total investment in the Warrant and the Warrant Shares. (ii) There are substantial restrictions on the transferability of the Warrant and the Warrant Shares. The Warrant is not transferable. The Warrant Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the satisfaction of the Company; except as set forth in the Subscription Agreement, investors in the Company have no rights to require that the Warrant Shares be registered; there is no right of presentment of the Warrant Shares and there is no obligation by the Company to repurchase any of the Warrant Shares; and, accordingly, Holder may have to hold the Warrant Shares indefinitely and it may not be possible for Holder to liquidate Holder's investment in the Company; (iii) Each certificate issued representing the Warrant Shares shall be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend will read substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT." (k) The Holder shall report all sales of Warrant Shares to the Company in writing on a form prescribed by the Company. The restrictions described above, or notice thereof, may be placed on the certificates representing the Warrant Shares purchased pursuant to the Warrant, and the Company may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that no violation of such restrictions will occur. 8. Adjustment By Stock Split, Stock Dividend, Etc. If at any time the Company increases or decreases the number of its outstanding shares of common stock, or changes in any way the rights and privileges of such shares, by means of the payment of a stock dividend or the making of any other distribution on such shares payable in its common stock, or through a stock split or subdivision of shares, or a consolidation or combination of shares, or through a reclassification or recapitalization involving its common stock, the numbers, rights and privileges of the shares of common stock included in the Warrant shall be increased, decreased or changed in like manner as if such shares had been issued and outstanding, fully paid and nonassessable at the time of such occurrence and the Warrant Price shall be correspondingly decreased, increased or otherwise changed. Whenever the number or kind of shares comprising the Warrant Shares or the Warrant Price is adjusted, the Company shall promptly give written notice and a certificate of the Chief Financial Officer or President of the Company to each Holder of record of the outstanding Warrants, stating that such an adjustment has been effected and setting forth the number and kind of shares purchasable and the amount of the then-current Warrant Price, and stating in reasonable detail the facts requiring such adjustment and the calculation of such adjustment. 9. Reorganization And Reclassification. In case of any capital reorganization or any reclassification of the capital stock of the Company while the Warrants remain outstanding, the Holder of the Warrants shall thereafter be entitled to purchase pursuant to the Warrants (in lieu of the kind and number of shares of Common Stock comprising Warrant Shares that such Holder would have been entitled to purchase or acquire immediately before such reorganization or reclassification) the kind and number of shares of stock of any class or classes or other securities or property for or into which such shares of Common Stock would have been exchanged, converted, or reclassified if the Warrant Shares had been purchased immediately before such reorganization or reclassification. In case of any such reorganization or reclassification, appropriate provision (as determined by resolutions of the Board of Directors of the Company) shall be made with respect to the rights and interest thereafter of the Holder of the Warrants, to the end that all the provisions of this Warrant Agreement (including adjustment provisions) shall thereafter be applicable, as nearly as reasonably practicable, in relation to such stock or other securities or property. 10. Common Stock To Be Received Upon Exercise. Holder understands that (a) the Company is under no obligation to register the issuance of the Warrant Shares, (b) the Company's obligation to register the resale of the Warrant Shares under the 1933 Act is as set forth in Section 3 of the Subscription Agreement, and (c) in the absence of any such registration, the Warrant Shares cannot be sold unless they are sold pursuant to an exemption from registration under the 1933 Act. Holder also understands that with respect to Rule 144, routine sales of securities made in reliance upon such Rule can be made only in limited amounts in accordance with the terms and conditions of the Rule, and that in cases in which the Rule is inapplicable, compliance with either Regulation A or another disclosure exemption under the 1933 Act will be required. Thus, the Warrant Shares will have to be held indefinitely in the absence of registration under the Act or an exemption from registration. Furthermore, the Holder fully understands that issuance of the Warrant Shares will not be registered under the Act and that, because the issuance of the Warrant Shares will not be registered, the Warrant Shares will be issued in reliance upon an exemption which is available only if Holder acquires such shares for investment and not with a view to distribution. Holder is familiar with the phrase "acquired for investment and not with a view to distribution" as it relates to the Act and the special meaning given to such term in various releases of the Securities And Exchange Commission. 11. Privilege Of Ownership. Holder shall not have any of the rights of a stockholder with respect to the shares covered by the Warrant except to the extent that one or more certificates for such shares shall be delivered to him upon exercise of the Warrant. 12. Relationship To Engagement. Nothing contained in this Agreement (i) shall confer upon the Holder any right with respect to continuance of Holder's engagement by, or affiliation with, or relationship to, the Company, or (ii) shall interfere in any way with the right of the Company at any time to terminate the Holder's engagement by, position or affiliation with, or relationship to, the Company. 13. Notices. All notices, requests, demands, directions and other communications ("Notices") concerning this Agreement shall be in writing and shall be mailed or delivered personally or sent by telecopier or facsimile to the applicable party at the address of such party set forth below in this Section 13. When mailed, each such Notice shall be sent by first class, certified mail, return receipt requested, enclosed in a postage prepaid wrapper, and shall be effective on the fifth business day after it has been deposited in the mail. When delivered personally, each such Notice shall be effective when delivered to the address for the respective party set forth in this Section 13, provided that it is delivered on a business day and further provided that it is delivered prior to 5:00 p.m., local time of the party to whom the notice is being delivered, on that business day; otherwise, each such Notice shall be effective on the first business day occurring after the Notice is delivered. When sent by telecopier or facsimile, each such Notice shall be effective on the day on which it is sent provided that it is sent on a business day and further provided that it is sent prior to 5:00 p.m., local time of the party to whom the Notice is being sent, on that business day; otherwise, each such Notice shall be effective on the first business day occurring after the Notice is sent. Each such Notice shall be addressed to the party to be notified as shown below: (a) if to the Company: Double Eagle Petroleum And Mining Co. 777 Overland Trail Casper, Wyoming 82602 Facsimile No. (307) 266-1823 Attention: President (b) if to the Holder: Tina H. Vessels At the address set forth on the signature page of this Agreement Either party may change its respective address for purposes of this Section 13 by giving the other party Notice of the new address in the manner set forth above. 14. General Provisions. This instrument (a) contains the entire agreement between the parties, (b) may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver, (c) shall be construed in accordance with, and governed by the laws of Colorado, and (d) shall be binding upon and shall inure to the benefit of the parties and their respective personal representatives and assigns, except as above set forth. All pronouns contained herein and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural as the identity of the parties hereto may require. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below. DOUBLE EAGLE PETROLEUM AND MINING CO. Date:____________________ By:_______________________________ ------------------------------ Printed Name And Title HOLDER Date:____________________ __________________________________ Tina H. Vessels, individually Address: 1610 Wynkoop, Suite 100 Denver, Colorado 80202 Facsimile No. (303) 534-0487 EXHIBIT A (To Double Eagle Petroleum And Mining Co. Stock Warrant Agreement) DOUBLE EAGLE PETROLEUM AND MINING CO. NOTICE AND AGREEMENT OF EXERCISE OF WARRANT I hereby exercise my Double Eagle Petroleum And Mining Co. Stock Warrant dated as of October 16, 1998 as to ________ shares of the $.01 par value common stock (the "Warrant Shares") of Double Eagle Petroleum And Mining Co. (the "Company") at a purchase price of $_______ per share. The total exercise price for these Warrant Shares is $________. Enclosed is payment in the form of ___________________. Enclosed is the payment specified in Section 4 of my Warrant Agreement. I understand that no Warrant Shares will be issued unless and until, in the opinion of the Company, there has been full compliance with, or an exemption from, any applicable registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class is then listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery. I hereby acknowledge, represent, warrant and agree, to and with the Company as follows: (a) Holder is acquiring the Warrant Shares for investment purposes only and the Warrant Shares that Holder is acquiring will be held by Holder without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Holder's overall commitment to investments that are not readily marketable is not disproportionate to Holder's net worth and Holder's investment in the Warrant Shares will not cause such overall commitments to become excessive; (c) Holder's financial condition is such that Holder is under no present or contemplated future need to dispose of any portion of the Warrant Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Holder has sufficient knowledge and experience in business and financial matters to evaluate, and Holder has evaluated, the merits and risks of an investment in the Warrant Shares; (e) The address set forth in this Agreement is Holder's true and correct residence, and Holder has no present intention of becoming a resident of any other state or jurisdiction; (f) Holder confirms that all documents, records and books pertaining to an investment in the Warrant Shares that have been requested by the Holder have been made available or delivered to Holder. Without limiting the foregoing, Holder has received and reviewed the Company's Annual Report on Form 10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each of the quarters ended November 30, 1997, February 28, 1998 and May 31, 1998, all subsequent periodic reports required to be filed by the Company pursuant to the Securities Exchange Act of 1934, as amended, that have been provided to the Holder by the Company, and the Company's press releases dated each of September 19, 1997, September 26, 1997, October 1, 1997, December 3, 1997, January 13, 1998, February 11, 1998, March 11, 1998, July 21, 1998, August 13, 1998 and August 27, 1998, and all subsequent press releases issued by the Company that have been provided to the Holder by the Company, and Holder has had the opportunity to discuss the acquisition of the Warrant Shares with the Company, and Holder has obtained or been given access to all information concerning the Company that Holder has requested; (g) Holder has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Warrant Shares and to receive additional information necessary to verify the accuracy of the information delivered to Holder, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Holder understands that the issuance of the Warrant Shares upon the exercise of the Warrants has not been registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Warrant Shares; (i) The Warrant Shares that Holder is acquiring will be solely for Holder's own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Holder has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Holder acknowledges and is aware of the following: (i) The Company has a history of losses. The Warrant Shares constitute a speculative investment and involve a high degree of risk of loss by Holder of Holder's total investment in the Warrant Shares. (ii) There are substantial restrictions on the transferability of the Warrant Shares. The Warrant Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the satisfaction of the Company; investors in the Company have no rights to require that the Warrant Shares be registered except as set forth in the Subscription Agreement; there is no right of presentment of the Warrant Shares and there is no obligation by the Company to repurchase any of the Warrant Shares; and, accordingly, Holder may have to hold the Warrant Shares indefinitely and it may not be possible for Holder to liquidate Holder's investment in the Company. (iii) Each certificate issued representing the Warrant Shares shall be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend will read substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT." The number of Warrant Shares specified above are to be issued in the name or names set forth below in the left-hand column. (Print Your Name) Signature (Holder - Print Name of Spouse Address if you wish joint registration) City, State and Zip Code EX-5 6 EXHIBIT E CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is made and entered into effective the 16th day of October 1998, by and between Thomas J. Vessels (the "Consultant"), whose principal place of business is 1610 Wynkoop, Suite 100, Denver, Colorado 80202, and Double Eagle Petroleum And Mining Co., a Wyoming corporation (the "Company"), whose principal place of business is 777 Overland Trail, Casper, Wyoming 82601, as follows: 1. Consulting Services. (a) The Company hereby retains the Consultant as an independent consultant to the Company and the Consultant hereby accepts and agrees to such retention. The Consultant shall render to the Company such services of an advisory or consultive nature in order to provide the Company with oil and gas transactions and acquisitions that the Company may be interested in pursuing. (b) On and after October 16, 1998, Consultant will provide Company the first right to participate in all oil and gas transactions in which Consultant or Consultant's designee has the right to participate, or for which Consultant is otherwise compensated for finding participants (the "Consultant Transactions"), except for those transactions arising or occurring from agreements with the parties or with respect to the areas set forth on Schedule A attached to and made a part of this Agreement that existed before October 16, 1998. Any such participation by the Company shall be on the same basis that Consultant is entitled to participate so that any compensation or other consideration to which Consultant is entitled as a result of and to the extent of the Company's participation shall be passed on to the Company. To the extent that Company does not desire to participate in any such transaction, Consultant will be free to participate or otherwise transfer such participation and to receive compensation therefor. Prior to participating or otherwise transferring such participation or receiving compensation therefor with respect to a Consultant Transaction pursuant to a right that arises or accrues on or after October 16, 1998, Consultant shall provide written notice to the Company of the anticipated scope, out-of-pocket costs, and other terms of the Consultant Transaction. The Company may elect to participate in the proposed Consultant Transaction by delivering to Consultant written notice of the Company's binding election to participate setting forth the extent of the Company's participation on or before the earlier to occur of 30 days after the Company's receipt of Consultant's written notice or the date that Consultant must commit to the Consultant Transaction (the "Participation Deadline Date"). If the Company does not provide the Consultant with the Company's acceptance on or before the Participation Deadline Date, the Company shall be deemed to have elected not to participate in the Consultant Transaction. If the Company provides its written acceptance prior to the Participation Deadline Date, the Consultant shall promptly provide to the Company all assignments and other documents reasonably necessary for the Company to participate in the Consultant Transaction and the Company shall pay to the operator, transferor or other appropriate party with respect to the Consultant Transaction the consideration required to be paid with respect to the Company's interest in the Consultant Transaction. Notwithstanding the foregoing, the Consultant shall not participate in any Consultant Transaction in which the Company elects to participate in accordance with this Section 1(b) and in which the Company is prohibited from participating by parties to the Consultant Transaction other than Consultant unless the Company gives Consultant the Company's prior written consent to such participation, which consent shall not be unreasonably withheld. Nothing in this Agreement shall be deemed to require Consultant to disclose any information that is subject to confidentiality restrictions imposed by third parties, including without limitation, information concerning Consultant Transactions. 2. Time, Place and Manner of Performance. The Consultant shall be available for advice and counsel to the Company at such reasonable and convenient times and places as may be mutually agreed upon. Consultant has been performing such services since October 16, 1998 and agrees to be reasonably available to continue to perform such services through January 31, 2000 at the Company's request. 3. Term of Agreement. The terms of this Agreement include consultant's services from and including October 16, 1998 through January 31, 2000 subject, however, to prior termination as herein provided. Upon the mutual agreement of the Company and the Consultant prior to the expiration of the then-current term, this Agreement may be renewed for one or more additional one-year terms subject, however, to prior termination as herein provided. 4. Compensation. In consideration of Consultant's providing services to the Company pursuant to the terms of this Agreement, the Company hereby agrees to compensate Consultant by issuing to the Consultant options to purchase up to 36,500 shares of the Company's restricted common stock. These options will be exercisable at a purchase price of $1.375 per share until October 16, 2001 according to the terms of the Option Agreement attached to and made a part of this Agreement as Exhibit B. In the event that this Agreement is renewed, Consultant shall be entitled to such additional compensation in the form of options, shares, cash or other compensation as the parties shall mutually agree. 5. Expenses. Consultant will be paid $12,000 per year to cover travel and other expenses related to such services. All such payments will be based on reimbursements of receipts submitted to the Company on or before the 15th day following the end of the fiscal quarter in which such expenses are incurred and such payments will be made within 30 days after the Company's receipt of Consultant's receipts and reimbursement request. 6. Termination. This Agreement may be terminated at any time by either the Company or Consultant without cause upon written notice of termination from the Company to Consultant or from Consultant to the Company, as the case may be; provided however, that if this Agreement is terminated by the Company for cause, the provisions of Section 1(b) of this Agreement shall remain in effect with respect to any opportunity to participate in Consultant Transactions as to which Consultant had actual knowledge prior to such termination whether or not previously disclosed to Company. All accrued obligations of the Consultant and the Company through the date of termination (with or without cause) shall survive termination and remain in force until discharged. As used in this Section 6, termination "for cause" means a termination on account of dishonesty, disloyalty or insubordination on the part of the Consultant as determined by the Board of Directors of the Corporation or a Committee of the Board of Directors. The Agreement will terminate without payment or penalty in the event of the death or disability of Consultant. 7. Confidential Information. (a) Acknowledgement And Definition. Consultant acknowledges that Consultant will acquire information and materials from the Company and knowledge about the Company's business, products, techniques, customers, clients and suppliers. Consultant further acknowledges that all such knowledge, information and materials acquired, the existence, terms and conditions of this Agreement, are and will be the trade secrets and confidential and proprietary information of Company (collectively, the "Confidential Information"). Confidential Information will not include, however, (i) any information which is or becomes part of the public domain through no fault of Consultant or that the Company regularly gives to third parties without restriction on use or disclosure, (ii) information that is required to be disclosed by judicial or administrative order or otherwise by law, provided however that Consultant shall provide the Company with notice prior to the proposed disclosure and reasonably assist the Company in obtaining a protective order or to otherwise seek to legally prevent disclosure if requested by the Company and the Company agrees to reimburse Consultant for Consultant's reasonable out-of-pocket expenses for that assistance, and (iii) information that is acquired by Consultant from a third party who was not under a confidentiality obligation that benefits the Company. (b) Maintaining Confidentiality. To ensure the continued confidentiality of the Confidential Information, Consultant agrees as follows: (i) to hold all Confidential Information in strict confidence; not to disclose it to others or use it in any way, commercially or otherwise, except in performing the Consultant's services pursuant to this Agreement; and not to allow any unauthorized person access to it; (ii) to take all action reasonably necessary to protect the confidentiality of the Confidential Information including, without limitation, implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of the Confidential Information; and (iii) that Confidential Information furnished to Consultant by the Company or produced by Consultant or others in connection with the services performed pursuant to this Agreement will be and remain the sole property of the Company. Consultant agrees to return all Confidential Information and any materials or other property provided by the Company promptly, at the Company's request, upon expiration of this Agreement, or upon termination of Consultant's services by Consultant or by the Company for any reason, whichever occurs first. Consultant agrees not to retain any Confidential Information or reproductions thereof, or other such property or materials, after such request, expiration or termination. (c) Survival. The provisions of this Section 7 shall survive termination of this Agreement. 8. Nature of Relationship. It is understood and acknowledged by the parties that the Consultant is being retained by the Company in an independent contractor capacity and not as an employee or agent. Unless the Company shall have otherwise consented in writing, Consultant will not enter into any agreement or incur any obligation on behalf of the Company. Consultant acknowledges that in performing services pursuant to this Agreement, Consultant shall be an independent contractor and not an employee of the Company, and, as such, Consultant shall be responsible for the paying of taxes or any other amounts payable in respect of the payments to Consultant pursuant to this Agreement and further that Consultant shall not be entitled to receive any benefits received by any of the employees of the Company. Except as authorized by the Company in writing, Consultant shall not hold himself out as acting or authorized to incur liabilities or obligations for or on behalf of the Company. Notwithstanding the foregoing, Consultant may, in dealings with third parties, represent and hold himself out as a consultant retained by the Company to provide consulting services as provided herein. 9. Conflict of Interest. This Agreement does not restrict Consultant from performing services for other persons except to the extent that any such other activities would cause Consultant to breach Consultant's obligations under this Agreement. 10. Notices and Waiver. Any notices required or permitted to be given under this Agreement shall be sufficient if in writing and delivered, faxed or sent by mail to the principal office of each party. Any waiver by the Consultant of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company. 11. Assignment and Law. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of and shall be binding upon their successor and assigns but shall not be assignable without consent. It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and enforced in, under and pursuant to the laws of the State of Colorado, in the courts of Denver, Colorado. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. CONSULTANT COMPANY Thomas J. Vessels Double Eagle Petroleum And Mining Co. By: ------------------------------------ Thomas J. Vessels, individually Stephen H. Hollis, President SCHEDULE A (Attached To And Made A Part Of The Consulting Agreement Dated October 16, 1998 Between Double Eagle Petroleum And Mining Co. And Thomas J. Vessels) Consultant Transactions arising or occurring from agreements with the parties or with respect to the areas set forth below that existed before October 16, 1998 shall not be opportunities covered by the Consulting Agreement to which this Schedule is attached, and Company shall not have any right or interest in opportunities or other transactions relating thereto. 1. Red Mountain Exploration, Area of Mutual Interest, Anadarko Basin. 2. Native Power Corporation, Hobbema, Pigeon Lake Reserve. 3. Associated Energy Managers/Energy Income Fund. 4. Energy Holdings PLC/Energy Finance Ltd. 5. Oil, gas and other mineral interests owned by Consultant and/or family members in the DJ Basin and Texas. EX-6 7 EXHIBIT F THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. DOUBLE EAGLE PETROLEUM AND MINING CO. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of the 16th day of October 1998 by and between Double Eagle Petroleum And Mining Co., a Wyoming corporation (the "Company"), and Thomas J. Vessels (the "Optionee"). WITNESSETH: WHEREAS, pursuant to the Consulting Agreement dated as of October 16, 1998 between the Company and Optionee (the "Consulting Agreement"), the Company agreed to issue to Optionee an option to purchase shares of the $.01 par value common stock of the Company ("Common Stock"), said option to be for the number of shares, at the price per share and on the terms set forth in this Agreement; and WHEREAS, the Optionee desires to receive an option on the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties agree as follows: 1. Grant Of Option. The Company hereby grants to the Optionee the right and option (the "Option") to purchase all or any part of an aggregate of 36,500 shares of the authorized and unissued $.10 par value common stock of the Company (the "Option Shares") pursuant to the terms and conditions set forth in this Agreement. 2. Option Price. At any time when shares are to be purchased pursuant to the Option, the purchase price for each Option Share shall be $1.375 (the "Option Price"), subject to adjustment as provided in this Agreement. 3. Exercise Period. The period for the exercise of the Option shall commence on the date of this Agreement and shall terminate at 5:00 p.m., Denver, Colorado time on October 16, 2001 unless terminated earlier as provided in this Agreement. Notwithstanding the foregoing, to the extent not earlier terminated, the Option shall terminate three months after the termination of the Consulting Agreement (a) by the Company for cause, or (b) by the Optionee. 4. Exercise Of Option. (a) The Option may be exercised in whole or in part by delivering to the Treasurer of the Company (i) a Notice And Agreement Of Exercise Of Option, substantially in the form attached hereto as Exhibit A, specifying the number of Option Shares with respect to which the Option is exercised, and (ii) full payment of the Option Price for such shares. Payment shall be made by certified check or cleared funds. The Option may not be exercised in part unless the purchase price for the Option Shares purchased is at least $1,000 or unless the entire remaining portion of the Option is being exercised. (b) Promptly upon receipt of the Notice And Agreement Of Exercise Of Option together with the full payment of the Option Price, the Company shall deliver to the Optionee a properly executed certificate or certificates representing the Option Shares being purchased. 5. Withholding Taxes. The Company may take such steps as it deems necessary or appropriate for the withholding of any taxes which the Company is required by any law or regulation or any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the Option including, but not limited to, the withholding of all or any portion of any payment owed by the Company to the Optionee or the withholding of issuance of Option Shares to be issued upon the exercise of the Option. 6. Securities Laws Requirements. No Option Shares shall be issued unless and until, in the opinion of the Company, there has been full compliance with, or an exemption from, any applicable registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery, or applicable exemptions are available and have been complied with. Pursuant to the terms of the Notice And Agreement Of Exercise Of Option (Exhibit A) that shall be delivered to the Company upon each exercise of the Option, the Optionee shall acknowledge, represent, warrant and agree as follows: (a) Optionee is acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee's overall commitment to investments that are not readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth forth on the signature page to this Agreement is Optionee's true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Warrant and the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Without limiting the foregoing, Optionee has received and reviewed the Company's Annual Report on Form 10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each of the quarters ended November 30, 1997, February 28, 1998 and May 31, 1998, and the other documents included with the letter from the Company to the Optionee dated November 19, 1998, and the Company's press releases dated each of September 19, 1997, September 26, 1997, October 1, 1997, December 3, 1997, January 13, 1998, February 11, 1998, March 11, 1998, July 21, 1998, August 13, 1998 and August 27, 1998, and Optionee has had the opportunity to discuss the acquisition of the Warrant and the Option Shares with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options have not, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option Shares; (i) The Option Shares that Optionee is acquiring will be solely for Optionee's own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Company has a history of losses. The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the Option Shares. (ii) There are substantial restrictions on the transferability of the Option Shares. The Option is not transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the satisfaction of the Company; investors in the Company have no rights to require that the Option Shares be registered except as set forth in Section 9 of this Agreement; there is no right of presentment of the Option Shares and there is no obligation by the Company to repurchase any of the Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee's investment in the Company. (iii) Each certificate issued representing the Option Shares shall be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend will read substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT." The restrictions described in this Section 6 or notice thereof may be placed on the certificates representing the Option Shares purchased pursuant to the Option, and the Company may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that no violation of such restrictions will occur. 7. Adjustment By Stock Split, Stock Dividend, Etc. If at any time the Company increases or decreases the number of its outstanding shares of common stock, or changes in any way the rights and privileges of such shares, by means of the payment of a stock dividend or the making of any other distribution on such shares payable in its common stock, or through a stock split or subdivision of shares, or a consolidation or combination of shares, or through a reclassification or recapitalization involving its common stock, the numbers, rights and privileges of the shares of common stock included in the Option shall be increased, decreased or changed in like manner as if such shares had been issued and outstanding, fully paid and nonassessable at the time of such occurrence and the Option Price shall be correspondingly decreased, increased or otherwise changed. Whenever the number or kind of shares comprising the Option Shares or the Option Price is adjusted, the Company shall promptly give written notice and a certificate of the Chief Financial Officer or President of the Company to each holder of record of the outstanding Options, stating that such an adjustment has been effected and setting forth the number and kind of shares purchasable and the amount of the then-current Warrant Price, and stating in reasonable detail the facts requiring such adjustment and the calculation of such adjustment. 8. Reorganization And Reclassification. In case of any capital reorganization or any reclassification of the capital stock of the Company while the Options remain outstanding, the holder of the Options shall thereafter be entitled to purchase pursuant to the Options (in lieu of the kind and number of shares of Common Stock comprising Option Shares that such holder would have been entitled to purchase or acquire immediately before such reorganization or reclassification) the kind and number of shares of stock of any class or classes or other securities or property for or into which such shares of Common Stock would have been exchanged, converted, or reclassified if the Option Shares had been purchased immediately before such reorganization or reclassification. In case of any such reorganization or reclassification, appropriate provision (as determined by resolutions of the Board of Directors of the Company) shall be made with respect to the rights and interest thereafter of the holder of the Options, to the end that all the provisions of this Option Agreement (including adjustment provisions) shall thereafter be applicable, as nearly as reasonably practicable, in relation to such stock or other securities or property. 9. Registration Rights. Optionee shall have the right to include the Option Shares in any registration statement filed on behalf of the purchasers of Units of the Company's Common Stock and Warrants pursuant to the same terms, including with respect to the payment of expenses, as set forth in Section 3 of the Subscription Agreement dated November 24, 1998 between the Company and each of the purchasers, including Optionee. 10. Common Stock To Be Received Upon Exercise. Optionee understands that (a) the Company is under no obligation to register the issuance of the Option Shares, (b) the Company's obligation to register the resale of the Option Shares under the 1933 Act is as set forth in Section 9 of this Agreement, and (c) in the absence of any such registration, the Option Shares cannot be sold unless they are sold pursuant to an exemption from registration under the 1933 Act. Optionee also understands that with respect to Rule 144, routine sales of securities made in reliance upon such Rule can be made only in limited amounts in accordance with the terms and conditions of the Rule, and that in cases in which the Rule is inapplicable, compliance with either Regulation A or another disclosure exemption under the 1933 Act will be required. Thus, the Option Shares will have to be held indefinitely in the absence of registration under the Act or an exemption from registration. Furthermore, the Optionee fully understands that issuance of the Option Shares will not be registered under the Act and that, because the issuance of the Option Shares will not be registered, the Option Shares will be issued in reliance upon an exemption which is available only if Optionee acquires such shares for investment and not with a view to distribution. Optionee is familiar with the phrase "acquired for investment and not with a view to distribution" as it relates to the Act and the special meaning given to such term in various releases of the Securities And Exchange Commission. 11. Privilege Of Ownership. Optionee shall not have any of the rights of a stockholder with respect to the shares covered by the Option except to the extent that one or more certificates for such shares shall be delivered to him upon exercise of the Option. 12. Relationship To Engagement. Nothing contained in this Agreement (i) shall confer upon the Optionee any right with respect to continuance of Optionee's engagement by, or affiliation with, or relationship to, the Company, or (ii) shall interfere in any way with the right of the Company at any time to terminate the Optionee's engagement by, position or affiliation with, or relationship to, the Company. 13. Notices. All notices, requests, demands, directions and other communications ("Notices") concerning this Agreement shall be in writing and shall be mailed or delivered personally or sent by telecopier or facsimile to the applicable party at the address of such party set forth below in this Section 13. When mailed, each such Notice shall be sent by first class, certified mail, return receipt requested, enclosed in a postage prepaid wrapper, and shall be effective on the fifth business day after it has been deposited in the mail. When delivered personally, each such Notice shall be effective when delivered to the address for the respective party set forth in this Section 13, provided that it is delivered on a business day and further provided that it is delivered prior to 5:00 p.m., local time of the party to whom the notice is being delivered, on that business day; otherwise, each such Notice shall be effective on the first business day occurring after the Notice is delivered. When sent by telecopier or facsimile, each such Notice shall be effective on the day on which it is sent provided that it is sent on a business day and further provided that it is sent prior to 5:00 p.m., local time of the party to whom the Notice is being sent, on that business day; otherwise, each such Notice shall be effective on the first business day occurring after the Notice is sent. Each such Notice shall be addressed to the party to be notified as shown below: (a) if to the Company: Double Eagle Petroleum And Mining Co. 777 Overland Trail Casper, Wyoming 82602 Facsimile No. (307) 266-1823 Attention: President (b) if to the Optionee: Thomas J. Vessels At the address set forth on the signature page of this Agreement Either party may change its respective address for purposes of this Section 13 by giving the other party Notice of the new address in the manner set forth above. 14. General Provisions. This instrument (a) contains the entire agreement between the parties, (b) may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver, (c) shall be construed in accordance with, and governed by the laws of Colorado, and (d) shall be binding upon and shall inure to the benefit of the parties and their respective personal representatives and assigns, except as above set forth. All pronouns contained herein and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural as the identity of the parties hereto may require. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below. DOUBLE EAGLE PETROLEUM AND MINING CO. Date:____________________ By:___________________________ ------------------------------ Printed Name And Title OPTIONEE Date:____________________ ______________________________ Thomas J. Vessels Address: 1610 Wynkoop, Suite 100 Denver, Colorado 80202 Facsimile No. (303) 534-0487 EXHIBIT A (To Double Eagle Petroleum And Mining Co. Stock Option Agreement) DOUBLE EAGLE PETROLEUM AND MINING CO. NOTICE AND AGREEMENT OF EXERCISE OF OPTION I hereby exercise my Double Eagle Petroleum And Mining Co. Stock Option dated as of October 16, 1998 as to ________ shares of the $.01 par value common stock (the "Option Shares") of Double Eagle Petroleum And Mining Co. (the "Company") at a purchase price of $1.375 per share. The total exercise price for these Option Shares is $________. Enclosed is payment in the form of ___________________. Enclosed is the payment specified in Paragraph 4 of my Option Agreement. I understand that no Option Shares will be issued unless and until, in the opinion of the Company, there has been full compliance with, or an exemption from, any applicable registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class is then listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery. I hereby acknowledge, represent, warrant and agree, to and with the Company as follows: (a) Optionee is acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee's overall commitment to investments that are not readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth on the signature page of this Notice is Optionee's true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Without limiting the foregoing, Optionee has received and reviewed the Company' s Annual Report on Form 10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each of the quarters ended November 30, 1997, February 28, 1998 and May 31, 1998, and the other documents included with the letter from the Company to the Optionee dated November 19, 1998, and the Company's press releases dated each of September 19, 1997, September 26, 1997, October 1, 1997, December 3, 1997, January 13, 1998, February 11, 1998, March 11, 1998, July 21, 1998, August 13, 1998 and August 27, 1998, and Optionee has had the opportunity to discuss the acquisition of the Warrant and the Option Shares with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options have not, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option Shares; (i) The Option Shares that Optionee is acquiring will be solely for Optionee's own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Company has a history of losses. The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the Option Shares. (ii) There are substantial restrictions on the transferability of the Option Shares. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the satisfaction of the Company; investors in the Company have no rights to require that the Option Shares be registered except as set forth in Section 9 of the Option Agreement; there is no right of presentment of the Option Shares and there is no obligation by the Company to repurchase any of the Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee's investment in the Company. (iii) Each certificate issued representing the Option Shares shall be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend will read substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT." The number of Option Shares specified above are to be issued in the name or names set forth below in the left-hand column. (Print Your Name) Signature (Optionee - Print Name of Spouse Address if you wish joint registration) City, State and Zip Code -----END PRIVACY-ENHANCED MESSAGE-----