Daybreak Oil & Gas Inc Sample Contracts

Daybreak Oil & Gas, Inc. – INVESTOR RELATIONS AGREEMENT (October 11th, 2019)

This INVESTOR RELATIONS AGREEMENT (this “Agreement”) is made as of October 8, 2019 (the “Effective Date”), by and between DAYBREAK OIL AND GAS, INC., a Washington corporation (“Daybreak” or the “Company”), and BEAR TO BULL INVESTOR RELATIONS, LLC, an Illinois limited liability company (the “Consultant”).

Daybreak Oil & Gas, Inc. – PRODUCTION PAYMENT INTEREST PURCHASE AGREEMENT (January 3rd, 2019)

This Production Payment Interest Purchase Agreement (this "Agreement") is entered into among Daybreak Oil and Gas, Inc., a Washington corporation (the "Company"), and the persons and entities (each individually a "Purchaser," and collectively, the "Purchasers") named on the Schedule of Purchasers attached hereto (the "Schedule of Purchasers").

Daybreak Oil & Gas, Inc. – SECURITIES PURCHASE AGREEMENT (January 3rd, 2019)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 27 , 2018 (the “Effective Date”), is entered into by and between MAXIMILLIAN RESOURCES, LLC, a Delaware limited liability company (“Seller”), and DAYBREAK OIL AND GAS, INC., a Washington corporation (“Purchaser”).

Daybreak Oil & Gas, Inc. – Daybreak Oil and Gas, Inc. 1101 N. Argonne Rd. Suite A-211 Spokane Valley, WA 99212 Office: (509) 232-7674 Fax: (509) 232-2220 (July 14th, 2017)

The undersigned Daybreak Oil and Gas, Inc., is the “Borrower” (and herein so-called) under that certain Promissory Note covering the Exploration Agreement for the development of oil and gas interests in Montcalm County, Michigan, by and between Borrower and Maximilian Resources LLC (“Lender”).

Daybreak Oil & Gas, Inc. – PROMISSORY NOTE (July 14th, 2017)

For value received, Daybreak Oil and Gas, Inc., a Washington corporation, whose address is 1101 N. Argonne Rd., Suite A 211, Spokane Valley, WA 99212 (“Borrower”), promises to pay to Maximilian Resources, LLC, a Delaware limited liability company whose address is 250 West 55th Street, New York, New York, 10019 (“Lender”), the principal amount of Ten Thousand, Six Hundred and Fifty and no/100 Dollars ($10,650.00) with interest, on the terms set forth in this Note.

Daybreak Oil & Gas, Inc. – PROMISSORY NOTE (July 14th, 2017)

For value received, Daybreak Oil and Gas, Inc., a Washington corporation whose address is 1101 N. Argonne Road., Suite A 211, Spokane Valley, WA 99212 (“Borrower”), promises to pay to Maximilian Resources, LLC, a Delaware limited liability company whose address is 250 West 55th Street, New York, New York, 10019 (“Lender”), the principal amount of Seventy Five Thousand and no/100 Dollars ($75,000.00) with interest, on the terms set forth in this Note.

Daybreak Oil & Gas, Inc. – SECOND AMENDMENT TO 12% SUBORDINATED NOTE DUE 2017 AND WARRANT TO PURCHASE SHARES OF COMMON STOCK (May 30th, 2017)

This SECOND AMENDMENT TO 12% SUBORDINATED NOTE AND WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Agreement”) is by and between DAYBREAK OIL AND GAS, INC., a Washington corporation with its chief executive offices located at 601 W. Main Ave., Suite 1017, Spokane, Washington 99201 (the “Company”), and the undersigned (together with any successors or assigns, the “Holder”).

Daybreak Oil & Gas, Inc. – SETTLEMENT AGREEMENT (May 30th, 2017)

This settlement agreement (the “Agreement”), by and among SSG Advisors, LLC (“SSG”), Chiron Financial LLC (“Chiron”) (SSG, together with Chiron, the “Plaintiffs”) and Daybreak Oil and Gas, Inc. (“Daybreak”), Maximilian Resources, LLC (“Maximilian”), Platinum Partners Credit Opportunities Master Fund, LP, improperly named as Platinum Partners LP, (“Platinum”), and Zach Weiner (“Weiner”) (Daybreak, together with, Maximilian, Platinum, and Weiner, the “Defendants”) (Defendants, together with Plaintiffs, the “Parties”), in SSG Advisors, LLC v. Daybreak Oil and Gas, Case No, 2016-79687, pending in the 215th Judicial District of Harris County, Texas, sets forth the terms upon which the Parties have agreed to settle the Plaintiff’s claims against the Defendants.

Daybreak Oil & Gas, Inc. – FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND CONSENT AGREEMENT (January 13th, 2017)

This FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND CONSENT AGREEMENT (this “Agreement”) is made as of October 31, 2016, by and between DAYBREAK OIL AND GAS, INC., a Washington corporation (the “Company”), and MAXIMILIAN RESOURCES LLC, a Delaware limited liability company, as successor-in-interest to Maximilian Investors LLC, a Delaware limited liability company (the “Lender”).

Daybreak Oil & Gas, Inc. – THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (January 13th, 2016)

This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of October 14, 2015, by and between DAYBREAK OIL AND GAS, INC., a Washington corporation (the “Lender”), and APP ENERGY, LLC, a Kentucky limited liability company (the “Company”).

Daybreak Oil & Gas, Inc. – THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND SECOND WARRANT AMENDMENT (January 13th, 2016)

This THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND SECOND WARRANT AMENDMENT (this “Agreement”) is made as of October 14, 2015, by and between DAYBREAK OIL AND GAS, INC., a Washington corporation (the “Company”), and MAXIMILIAN RESOURCES LLC, a Delaware limited liability company, as successor-in-interest to Maximilian Investors LLC, a Delaware limited liability company (the “Lender”).

Daybreak Oil & Gas, Inc. – SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (May 22nd, 2015)

This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 20, 2015, is entered into between Daybreak Oil and Gas, Inc., a Washington corporation with its chief executive offices located at 601 W. Main Ave., Suite 1017, Spokane, Washington 99201 (the “Lender”), and App Energy, LLC, a Kentucky limited liability company with its chief executive offices located at 104 West Front Street, Monroe, Michigan 48161 (the “Borrower”).

Daybreak Oil & Gas, Inc. – SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WARRANT AMENDMENT (May 22nd, 2015)

This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WARRANT AMENDMENT (this “Agreement”) is made as of May 20, 2015, by and among DAYBREAK OIL AND GAS, INC., a Washington corporation (the “Company”), and MAXIMILIAN RESOURCES LLC, a Delaware limited liability company, as successor-in-interest to Maximilian Investors LLC, a Delaware limited liability company (the “Lender”).

Daybreak Oil & Gas, Inc. – AMENDMENT TO 12% SUBORDINATED NOTE DUE 2015 AND WARRANT TO PURCHASE SHARES OF COMMON STOCK (May 22nd, 2015)

This AMENDMENT TO 12% SUBORDINATED NOTE AND WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Amendment”) is by and between DAYBREAK OIL AND GAS, INC., a Washington corporation with its chief executive offices located at 601 W. Main Ave., Suite 1017, Spokane, Washington 99201 (the “Company”), and the undersigned (together with any successors or assigns, the “Holder”).

Daybreak Oil & Gas, Inc. – FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (October 10th, 2014)

This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 21, 2014, is entered into between Daybreak Oil and Gas, Inc., a Washington corporation with its chief executive offices located at 601 W. Main Ave., Suite 1017, Spokane, Washington 99201 (the “Lender”), and App Energy, LLC, a Kentucky limited liability company with its chief executive offices located at 104 West Front Street, Monroe, Michigan 48161 (the “Borrower”).

Daybreak Oil & Gas, Inc. – FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND SHARE REPURCHASE AGREEMENT (October 10th, 2014)

This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND SHARE REPURCHASE AGREEMENT (this “Agreement”) is made as of August 21, 2014, by and among DAYBREAK OIL AND GAS, INC., a Washington corporation (the “Company”), and MAXIMILIAN RESOURCES LLC, a Delaware limited liability company, as successor-in-interest to Maximilian Investors LLC, a Delaware limited liability company (the “Shareholder”).

Daybreak Oil & Gas, Inc. – Daybreak Oil and Gas, Inc. Amends Loan Agreement to Secure Additional Drilling Capital and Decrease Interest Rate (August 27th, 2014)

SPOKANE, Washington, August 27, 2014 -- Daybreak Oil and Gas, Inc. (OTCQB:DBRM) (“Daybreak” or the “Company”), a Washington corporation, announced that effective August 21, 2014, the Company negotiated an additional advance of $2,200,000 under its credit facility with Maximilian Resources LLC, a Delaware limited liability company (the “Lender”). Advances made by Lender under the Amended and Restated Loan and Security Agreement dated as of August 28, 2013 (the “Loan Agreement”) had already exceeded the Lender’s minimum commitment. Furthermore, the Lender agreed to temporarily decrease the required monthly payment made by the Company until a savings of $1,000,000 is realized by the Company. Additionally, the interest rate applicable to the loan under the credit facility was reduced from 12% per annum to 9% per annum. The Lender also agreed to decrease the default interest rate by 3%. The combined $3,200,000 in additional capital will be used by the Company to drill up to four development

Daybreak Oil & Gas, Inc. – FIRST AMENDMENT TO WARRANT AGREEMENT (May 29th, 2014)

This FIRST AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is dated as of February 14, 2014, between DAYBREAK OIL AND GAS, INC., a Washington corporation with its chief executive offices located at 601 W. Main Ave., Suite 1017, Spokane, Washington 99201 (the “Company”), and MAXIMILIAN INVESTORS LLC, a Delaware limited liability company with an address of 152 West 57th Street, 54th Floor, New York, New York 10019 (together with any successors or assigns, the “Subscriber”).

Daybreak Oil & Gas, Inc. – SHARE EXCHANGE AGREEMENT (May 29th, 2014)

This SHARE EXCHANGE AGREEMENT (this “Agreement”) is made as of May 19, 2014 by and among DAYBREAK OIL AND GAS, INC., a Washington corporation (the “Company”), and MAXIMILIAN INVESTORS LLC, a Delaware limited liability company (the “Shareholder”).

Daybreak Oil & Gas, Inc. – WARRANT AGREEMENT (September 3rd, 2013)

This WARRANT AGREEMENT (this “Warrant”) is dated as of August 28, 2013, between DAYBREAK OIL AND GAS, INC., a Washington corporation with its chief executive offices located at 601 W. Main Ave., Suite 1017, Spokane, Washington 99201 (the “Company”), and MAXIMILIAN INVESTORS LLC, a Delaware limited liability company with an address of 152 West 57th Street, 54th Floor, New York, New York 10019 (together with any successors or assigns, the “Subscriber”).

Daybreak Oil & Gas, Inc. – ASSIGNMENT OF NET PROFITS INTEREST (September 3rd, 2013)

This Assignment of Net Profits Interest (this "Assignment") is dated and effective as of August 28, 2013 (the “Effective Date”), by Daybreak Oil and Gas, Inc., a Washington corporation ("Assignor"), to Maximilian Investors LLC, a Delaware limited liability company ("Assignee").

Daybreak Oil & Gas, Inc. – PARTIAL ASSIGNMENT OF INTEREST IN OIL AND GAS LEASES (September 3rd, 2013)
Daybreak Oil & Gas, Inc. – LOAN AND SECURITY AGREEMENT (September 3rd, 2013)

This LOAN AND SECURITY AGREEMENT (this “Agreement”), entered into as of August 28, 2013, between APP ENERGY, LLC, a Kentucky limited liability company with its chief executive offices located at 104 West Front Street, Monroe, Michigan 48161 (the “Borrower”), and DAYBREAK OIL AND GAS, INC., a Washington corporation with its chief executive offices located at 601 W. Main Ave., Suite 1017, Spokane, Washington 99201 (together with any successors or assigns, herein the “Lender”).

Daybreak Oil & Gas, Inc. – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (September 3rd, 2013)

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), entered into as of August 28, 2013, between DAYBREAK OIL AND GAS, INC., a Washington corporation with its chief executive offices located at 601 W. Main Ave., Suite 1017, Spokane, Washington 99201 (the “Borrower”), and MAXIMILIAN INVESTORS LLC, a Delaware limited liability company (together with any successors or assigns, herein the “Lender”), with an address of 152 West 57th Street, 54th Floor, New York, New York 10019.

Daybreak Oil & Gas, Inc. – SETTLEMENT AND RELEASE AGREEMENT (January 11th, 2013)

This SETTLEMENT AND RELEASE AGREEMENT is made and entered into as of October 31, 2012 by and between Daybreak Oil & Gas, Inc., a Washington corporation (“Daybreak”) on the one hand, and Luberski, Inc., a California corporation (“Luberski”) on the other hand. Daybreak and Luberski may be collectively or singularly referred to hereafter as the “Parties” or the “Party.”

Daybreak Oil & Gas, Inc. – PROMISSORY NOTE (January 11th, 2013)

This Promissory Note shall be governed by and interpreted and enforced in accordance with the laws of the State of Washington.

Daybreak Oil & Gas, Inc. – PROMISSORY NOTE (January 11th, 2013)

This Promissory Note shall be governed by and interpreted and enforced in accordance with the laws of the State of Washington.

Daybreak Oil & Gas, Inc. – MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT Dated as of October 31, 2012 FROM DAYBREAK OIL AND GAS, INC. (“Mortgagor”) TO MAXIMILIAN INVESTORS LLC, a Delaware limited liability company (“Trustee”) In Trust for the Benefit of MAXIMILIAN INVESTORS LLC, a Delaware limited liability company, AS LENDER (“Lender”) (November 5th, 2012)

THIS MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT (herein called the “Mortgage”), dated effective as of October 31, 2012, from DAYBREAK OIL AND GAS, INC., a Washington corporation (herein called “Mortgagor”), 601 W. Main Ave., Suite 1012, Spokane, WA 99201 to Maximilian Investors LLC, a Delaware limited liability company, Trustee (herein called “Trustee”) whose address is 152 West 57th Street, 4th Floor, New York, New York 10019, for the benefit of Maximilian Investors LLC, a Delaware limited liability company whose address is 152 West 57th Street, 4th Floor, New York, New York 10019 (the “Lender”), as lender pursuant to that certain Promissory Note (the “Note”) and Loan and Security Agreement (the “Loan Agreement”) dated of even date herewith. Any capitalized term used but not defined herein shall have the meaning given such term in the Loan Agreement. As of this date, the maximum principal amount under the Note is $20,000,000.00 (“Loan

Daybreak Oil & Gas, Inc. – PROMISSORY NOTE (November 5th, 2012)

FOR VALUE RECEIVED, the undersigned, DAYBREAK OIL AND GAS, INC., a Washington corporation with its chief executive offices located at 601 W. Main Ave., Suite 1017, Spokane, Washington (the “Borrower”), hereby unconditionally promises to pay to the order of MAXIMILIAN INVESTORS LLC, a Delaware limited liability company with an address of 152 West 57th Street, 54th Floor, New York, New York 10019 (together with any successors or assigns, herein the “Lender”), to such account of the Lender as Lender may designate, the maximum principal amount of TWENTY MILLION AND NO/100 UNITED STATES DOLLARS (US$20,000,000.00) or so much thereof as may be outstanding from time to time, together with all accrued and unpaid interest thereon, such amount to be repaid in accordance with the terms and provisions of that certain Loan and Security Agreement, dated of even date herewith, by and between Borrower and Lender (herein the “Loan Agreement”). This Promissory Note (as amended, restated, modified and/or

Daybreak Oil & Gas, Inc. – LOAN AND SECURITY AGREEMENT (November 5th, 2012)

This LOAN AND SECURITY AGREEMENT (this “Agreement”), entered into as of October 31, 2012, between DAYBREAK OIL AND GAS, INC., a Washington corporation with its chief executive offices located at 601 W. Main Ave., Suite 1017, Spokane, Washington (the “Borrower”), and MAXIMILIAN INVESTORS LLC, a Delaware limited liability company (together with any successors or assigns, herein the “Lender”), with an address of 152 West 57th Street, 54th Floor, New York, New York 10019.

Daybreak Oil & Gas, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (November 5th, 2012)

This Assignment and Assumption Agreement (this “Assignment”) is made as of October 31, 2012 (the “Effective Date”), by and between DAYBREAK OIL AND GAS, INC., a Washington corporation with offices located at 601 W. Main Ave., Suite 1017, Spokane, Washington (“Assignor”), and MAXIMILIAN INVESTORS LLC, a Delaware limited liability company, with an address of 152 West 57th Street, 54th Floor, New York, New York 10019 (“Assignee”).

Daybreak Oil & Gas Inc – FORBEARANCE AGREEMENT III (May 29th, 2012)

This FORBEARANCE AGREEMENT III (this “Agreement”), dated as of January 30, 2012, is by and among DAYBREAK OIL AND GAS, INC., a Washington corporation (“Daybreak”) and WELL WORKS, LLC, a Utah limited liability company (“Well Works”).

Daybreak Oil & Gas Inc – PROMISSORY NOTE (May 24th, 2012)

FOR VALUE RECEIVED, the undersigned, RTG Steel Company, LLC, an Arizona limited liability company, and Daybreak Oil and Gas, Inc., a Washington corporation (collectively “Promisor”), promises to pay to the order of Luberski, Inc., a California corporation (“Promisee”) or its assignee, at 310 N. Harbor Blvd., Ste 205, Fullerton, CA 92832, or at such other place as Promisee may designate in writing under this Promissory Note (“Note”), the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000.00), with interest thereon. All sums owing hereunder are payable in lawful money of the United State of America.

Daybreak Oil & Gas Inc – BORROWER SHARING AGREEMENT Section One. (May 24th, 2012)
Daybreak Oil & Gas Inc – MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT Dated as of May 18, 2012 FROM DAYBREAK OIL AND GAS, INC. (“Mortgagor”) TO LUBERSKI, INC., a California corporation (“Trustee”) In Trust for the Benefit of LUBERSKI, INC., a California corporation, AS LENDER (“Lender”) (May 24th, 2012)

THIS MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT (herein called the “Mortgage”), dated effective as of May 18, 2012, from DAYBREAK OIL AND GAS, INC., a Washington corporation (herein called “Mortgagor”), 601 W. Main Ave., Suite 1012, Spokane, WA 99201 to Luberski, Inc., a California corporation, Trustee (herein called “Trustee”) whose address is 310 N. Harbor Blvd., Ste 205, Fullerton, CA 92832, for the benefit of Luberski, Inc., a California corporation whose address is 310 N. Harbor Blvd., Ste 205, Fullerton, CA 92832, as lender pursuant to that certain Promissory Note and Loan Agreement (collectively the “Note”) dated of even date herewith (the “Lender”). Any capitalized term used but not defined herein shall have the meaning given such term in the Note. As of this date, the maximum principal amount under the Note is $1,500,000.00 (“Loan Amount”).