Filed by sedaredgar.com - Fox Petroleum, Inc. - Exhibit 10.9






IRREVOCABLE TRANSFER AGENT INSTRUCTIONS 

October 31, 2008 

Empire Stock Transfer Inc., hereinafter the “Transfer Agent”

2470 St. Rose Pkwy. Ste. 304 
Henderson, NV 89074 
Attention: Patrick
Mokros 

          RE:      Fox
Petroleum Inc. 

Ladies and Gentlemen: 

          Reference
is made to that certain Securities Purchase Agreement (the “Securities
Purchase Agreement”), dated the date hereof, by and between Fox
Petroleum Inc. a corporation organized under the laws of Nevada (the
“Company”), and Trafalgar Capital Specialized Investment Fund,
Luxembourg (the “Buyer”), pursuant to which the Company shall sell to
the Buyer up to Five Million Dollars ($5,000,000) of the Company’s secured
redeemable convertible debentures, which shall be convertible into shares of the
Company’s common stock, par value $0.001 per share (the “Common Stock”).
The shares of Common Stock to be converted thereunder plus interest which may be
converted into Common Stock and any Liquidated Damages to which the Buyer
may become entitled pursuant to the Transaction Documents (as defined in the
Securities Purchase Agreement), which may be converted into Common Stock
thereunder are referred to herein as the “Conversion Shares.” Pursuant to
the Securities Purchase Agreement, the Company also issued to the Buyer 200,000
shares of Common Stock and warrants (the “Warrants”) to purchase up to 2,000,000
shares of Common Stock. The shares of Common Stock issuable upon exercise of the
Warrants are herein referred to as the “Warrant Shares.” This letter shall serve
as our irrevocable authorization and direction to you (provided that you are the
Transfer Agent of the Company at such time) to issue the Conversion Shares in
shares of the Company’s Common Stock, in the event the Buyer has elected to have
the interest of the Convertible Debenture, pursuant to Section 1.05 of the
Convertible Debenture, paid in Common Stock (the “Interest Shares”), to
the Buyer from time to time upon surrender to you of a properly completed and
duly executed Conversion Notice, in the form attached hereto as Exhibit
I, delivered on behalf of the Company by James G. Dodrill II, P.A.. 

          Specifically,
upon receipt by you of a copy of the executed Conversion Notice, you shall use
your best efforts to, within three (3) days following the date of receipt of the
Conversion Notice, (A) issue and surrender to a common carrier for overnight
delivery to the address as specified in the Conversion Notice, a certificate,
registered in the name of the Buyer or its designee, for the number of shares of
Common Stock to which the Buyer shall be entitled as set forth in the Conversion
Notice or (B) provided you are participating in The Depository Trust Company
(“DTC”) Fast Automated Securities Transfer Program, upon the request of
the Buyer, credit such aggregate number of shares of Common Stock to which the
Buyer shall be entitled to 




the Buyer’s or its designee’s balance account with DTC through
its Deposit Withdrawal At Custodian (“DWAC”) system provided the Buyer
causes its bank or broker to initiate the DWAC transaction. (“Trading
Day” shall mean any day on which the Nasdaq Market is open for
customary trading.)

          The
Company hereby confirms to you and the Buyer that certificates representing the
Conversion Shares, the Interest Shares and/or the Warrant Shares shall not bear
any legend restricting transfer of the Conversion Shares thereby and should not
be subject to any stop-transfer restrictions and shall otherwise be freely
transferable on the books and records of the Company provided that the Buyer
provides the Company and the Transfer Agent with a duly executed Selling
Shareholder Undertaking in the Form of Exhibit IV attached hereto and the
Company counsel or James G. Dodrill II, P.A. delivers to you: (i) the Notice of
Effectiveness set forth Exhibit II attached hereto and (ii) an opinion of
counsel in the form set forth in Exhibit III attached hereto, and that if
neither of these is delivered to you regarding the Conversion Shares and/or the
Interest Shares (the “Registered Securities”) and the Warrant Shares, then the
certificates for such shares shall bear the following legend: 


  “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
    NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
    STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
    MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
    OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
    ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION
    OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION
    IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS
    SOLD PURSUANT TO RULE 144 UNDER SAID ACT.” 



          
The Company hereby confirms and you acknowledge that in the event Counsel to the
Company does not issue an opinion of counsel as required to issue any or all of
the Conversion Shares, the Interest Shares and the Warrant Shares free of legend
the Company irrevocably authorizes and you will accept an opinion of Counsel
from The Law Office of James G. Dodrill II, P.A. provided that: (i) there is an
effective registration statement under the Securities Act of 1933 registering
the resale of the Registered Securities and an opinion of counsel in the
form set forth in Exhibit III attached hereto or (ii) the opinion of
Counsel adequately covers alternate and applicable Federal and State Securities
Laws. 

          The
Company hereby confirms to you and the Buyer that no instructions other than as
contemplated herein will be given to you by the Company with respect to the
Conversion Shares, the Interest Shares or the Warrant Shares. The Company hereby
agrees that it shall not replace Empire Stock Transfer Inc. as the Company’s
transfer agent without the prior written consent of the Buyer. 

          Unless
the Company is in breach of its agreement with the Transfer Agent, any attempt
by the Transfer Agent to resign as the Company’s transfer agent hereunder shall
not be effective until such time as the Company provides to the Transfer Agent
written notice that a suitable 




replacement has agreed to serve as transfer agent and to be
bound by the terms and conditions of these Irrevocable Transfer Agent
Instructions. 

          Any
attempt by the Transfer Agent to resign hereunder shall not be effective until
such time as the Company provides to you written notice that a suitable
replacement has agreed to serve as transfer agent and to be bound by the terms
and conditions of these Irrevocable Transfer Agent Instructions. 

          The
Company and Transfer Agent hereby acknowledge and confirm that complying with
the terms of this Agreement does not and shall not prohibit the Transfer Agent
from satisfying any and all fiduciary responsibilities and duties it may owe to
the Company. 

          The
Company and Transfer Agent acknowledge that the Buyer is relying on the
representations and covenants made by the Company and the Transfer Agent
hereunder and are a material inducement to the Buyer purchasing convertible
debentures under the Securities Purchase Agreement. The Company and the Transfer
Agent further acknowledge that without such representations and covenants of the
Company and you made hereunder, the Buyer would not enter into the Securities
Purchase Agreement and purchase convertible debentures pursuant thereto. 

          Each
party hereto specifically acknowledges and agrees that in the event of a breach
or threatened breach by a party hereto of any provision hereof, the Buyer will
be irreparably damaged and that damages at law would be an inadequate remedy if
these Irrevocable Transfer Agent Instructions were not specifically enforced.
Therefore, in the event of a breach or threatened breach by a party hereto,
including, without limitation, the attempted termination of the agency
relationship created by this instrument, the Buyer shall be entitled, in
addition to all other rights or remedies, to an injunction restraining such
breach, without being required to show any actual damage or to post any bond or
other security, and/or to a decree for specific performance of the provisions of
these Irrevocable Transfer Agent Instructions. The Company does hereby extend
and agree to indemnify said Transfer Agent for all loss, liability or expense in
carrying out the authority and direction herein contained on the terms herein
set forth. 

          IN
WITNESS WHEREOF, the parties have caused this letter agreement regarding
Irrevocable Transfer Agent Instructions to be duly executed and delivered as of
the date first written above. 

	COMPANY: 	THE FOREGOING INSTRUCTIONS ARE 
	 	ACKNOWLEDGED AND AGREED TO 
	 	THIS
          6th      DAY
      OF    November 2008 
	 	 
	FOX PETROLEUM, INC.
    	Empire Stock Transfer Inc. 
	 	 
	By:        /s/
      Richard Joseph
      Moore                             
    	By:       /s/ Patrick
      Mokros                             
      
	Name:   Mr. Richard Joseph Moore 	Name:  Patrick Mokros 
	Title:     CEO and Director 	Title:    President
  






EXHIBIT I 

TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


FORM OF CONVERSION NOTICE 

          The
  undersigned hereby irrevocably elects to convert US$ ________________ of the principal amount
  of the above Debenture into Shares of Common Stock of Fox Petroleum,
  Inc., according to the conditions stated therein, as of the Conversion Date
  written below. 

	Conversion Date: 	  
	 	 
	Applicable Conversion Price: 	  
	 	 
	Signature: 	  
	 	 
	Name: 	  
	 	 
	Address: 	  
	 	 
	Amount to be converted: 	US$ 
	 	 
	Amount of Debenture 	  
	unconverted: 	US$ 
	 	 
	Conversion Price per share: 	US$ 
	 	 
	Number of shares of Common 	  
	Stock to be issued: 	  
	 	 
	Please issue the shares of 	  
	Common Stock in the following 	  
	name and to the following 	  
	address: 	  
	 	 
	Issue to: 	  
	 	 
	Authorized Signature: 	  
	 	 
	Name: 	  
	 	 
	Title: 	  
	 	 
	Phone Number: 	  
	 	 
	Broker DTC Participant Code: 	  
	 	 
	Account Number: 	  


Please issue the shares of Common Stock in the following name
and to the following address: 
* Note that receiving broker must initiate
transaction on DWAC System. 

 

EXHIBIT I-1 




EXHIBIT II 

TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


_________, 200___ 
________


Attention: 

RE:      FOX
PETROLEUM, INC.


Ladies and Gentlemen: 

          We
are counsel to Fox Petroleum, Inc., a corporation organized
under the laws of ________________ (the “Company”), and have represented
the Company in connection with that certain Securities Purchase Agreement, dated
as of ____________ ___, 2008 (the “Securities Purchase
Agreement”), entered into by and among the Company and Trafalgar
Capital Specialized Investment Fund, Luxembourg (collectively the
“Buyer”) pursuant to which the Company has agreed to sell to the Buyer up
to secured redeemable convertible debentures (“Debentures”), which shall be
convertible into shares (the “Conversion Shares”) of the Company’s common
stock, par value $____ per share (the “Common Stock”), in accordance with
the terms of the Debentures and the Securities Purchase Agreement. Pursuant to
the Securities Purchase Agreement, the Company also has entered into a
Registration Rights Agreement, dated as of _____________ ___, 2008, with the
Buyer (the “Investor Registration Rights Agreement”) pursuant to
which the Company agreed, among other things, to register the Conversion Shares
and the shares underlying certain warrants (“Warrant Shares”) held by the Buyer
under the Securities Act of 1933, as amended (the “1933 Act”). In
connection with the Company’s obligations under the Securities Purchase
Agreement and the Registration Rights Agreement, on _______ , 2008, the
Company filed a Registration Statement (File No. ___-_________) (the
“Registration Statement”) with the Securities and Exchange Commission
(the “SEC”) relating to the sale of the Conversion Shares and the Warrant
Shares. 

          In
connection with the foregoing, we advise you that a member of the SEC’s staff
has advised us by telephone that the SEC has entered an order declaring the
Registration Statement effective under the 1933 Act at ____ P.M. on __________,
2008 and we have no knowledge, after telephonic inquiry of a member of the SEC’s
staff, that any stop order suspending its effectiveness has been issued or that
any proceedings for that purpose are pending before, or threatened by, the SEC
and the Conversion Shares are available for sale under the 1933 Act pursuant to
the Registration Statement. 

          The
Buyer has confirmed it shall comply with all securities laws and regulations
applicable to it including applicable prospectus delivery requirements upon sale
of the Conversion Shares. 

Very truly yours, 

[Company Counsel] 


By: __________________________

EXHIBIT II-1 




EXHIBIT III 

TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


FORM OF OPINION 

________________ 2008 

VIA FACSIMILE AND REGULAR MAIL 

________ 

Attention: 

          RE:      Fox
Petroleum, Inc. 

Ladies and Gentlemen: 

          We
have acted as special counsel to Fox Petroleum Inc. (the “Company”), in
connection with the registration of ___________ shares (the “Shares”) of
its common stock with the Securities and Exchange Commission (the “SEC”).
We have not acted as your counsel. This opinion is given at the request and with
the consent of the Company. 

          In
rendering this opinion we have relied on the accuracy of the Company’s
Registration Statement, as amended (the “Registration Statement”), filed
by the Company with the SEC on _________ ___, 2008. The Company filed the
Registration Statement on behalf of certain selling stockholders (the
“Selling Stockholders”). This opinion relates solely to the
Selling Shareholders listed on Exhibit “A” hereto and number of Shares
set forth opposite such Selling Stockholders’ names. The SEC declared the
Registration Statement effective on __________ ___, 2008. 

          We
understand that the Selling Stockholders acquired the Shares in a private
offering exempt from registration under the Securities Act of 1933, as amended.
Information regarding the Shares to be sold by the Selling Shareholders is
contained under the heading “Selling Stockholders” in the Registration
Statement, which information is incorporated herein by reference. This opinion
does not relate to the issuance of the Shares to the Selling Stockholders. The
opinions set forth herein relate solely to the sale or transfer by the Selling
Stockholders pursuant to the Registration Statement under the Federal laws of
the United States of America. We do not express any opinion concerning any law
of any state or other jurisdiction. 

          In
rendering this opinion we have relied upon the accuracy of the foregoing
statements. 

EXHIBIT III-1 




          Based
on the foregoing, it is our opinion that the sale of Shares has been registered
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and that upon any sale of the Shares pursuant to the registration
statement at a time when such registration statement is effective, the share
certificates issuable to the purchase may be issued without any restrictive
legend under the Securities Act of 1933. This opinion relates solely to
the number of Shares set forth opposite the Selling Stockholders listed on
Exhibit “A” hereto. 

          This
opinion is furnished to you specifically in connection with the issuance of the
Shares, and solely for your information and benefit. This letter may not be
relied upon by you in any other connection, and it may not be relied upon by any
other person or entity for any purpose without our prior written consent. This
opinion may not be assigned, quoted or used without our prior written consent.
The opinions set forth herein are rendered as of the date hereof and we will not
supplement this opinion with respect to changes in the law or factual matters
subsequent to the date hereof. 

Very truly yours, 

 

THE LAW OFFICE OF JAMES G. DODRILL II, P.A. 

EXHIBIT III-2 




EXHIBIT “A” 

(LIST OF SELLING STOCKHOLDERS)

	Name: 	 	No. of Shares: 






EXHIBIT III 

SELLING SHAREHOLDER UNDERTAKING 

	TO: 	FOX PETROLEUM INC., a Nevada
      Corporation (the “Company”) 
	  	 
	FROM: 	THE UNDERSIGNED SHAREHOLDER OF
      THE COMPANY (the “Shareholder”) 


RE: Form <*> Registration Statement (the “Registration
Statement”) filed by the Company with the United States Securities and Exchange
Commission (the “SEC”) pursuant to the United States Securities Act of 1933 (the
“1933 Act ”) – File Number <*> 

In consideration of the Company instructing Empire Stock
Transfer Inc., the Company’s transfer agent, to remove the restrictive legend
placed on the share certificates representing the shares held by or to be issued
to the Shareholder that have been qualified for resale by the Registration
Statement (the “Shares”), the Shareholder agrees: 

	1. 	
      the Shareholder will only sell the Shares pursuant to the
      Registration Statement during the effective period of the Registration
      Statement;

	 	 
	2. 	
      upon receiving written notice from the Company of any
      black-out period required by the Company for the purpose of updating the
      Registration Statement in compliance with applicable securities laws, the
      Shareholder will forthwith suspend any and all efforts to sell the Shares
      until receiving further notice from the Company that the black-out period
      has ended;

	 	 
	3. 	
      section 5(b)(2) of the 1933 Act makes it unlawful for the
      Shareholder or any other person, directly or indirectly, to carry or to
      cause to be carried through the mails or in interstate commerce any
      security for the purpose of sale or for delivery after sale, unless
      accompanied or preceded by a prospectus that meets the requirements of
      subsection (a) of section 10 of the 1933 Act;

	 	 
	4. 	
      the Shareholder will deliver a copy of a prospectus
      included with the Registration Statement, together any updates provided by
      the Company, to each offeree of the Shares prior to or concurrent with any
      offer to sell the Shares;

	 	 
	5. 	
      if requested to do so by the Company or the Transfer
      Agent in connection with the registration of any sale or transfer of any
      Shares, the Shareholder will certify in writing that the Shareholder has
      complied with section 4 hereof; and

	 	 
	6. 	
      the Shareholder will return to the Company all share
      certificates representing any of the Shares not sold by the Shareholder
      during the effective period to the Registration Statement for endorsement
      with any appropriate restrictive legend pursuant to the 1933 Act, to the
      extent such Shares constitute “restricted stock” within the meaning
      assigned in Rule 144 under the 1933 Act at the end of the effective period
      of the Registration Statement.







Dated the _______ day of __________________, 2008. 


NAME OF SHAREHOLDER:_______________________________


AUTHORIZED SIGNATORY:______________________________


NUMBER OF SHARES REGISTERED:_______________________