EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of ____________________, 2014, between T-REX Oil, Inc., a Colorado corporation (the "Company"),...Registration Rights Agreement • March 12th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas
EXHIBIT 10.15 CONSULTING AGREEMENT W. EDWARD NICHOLS CONSULTING AGREEMENT AGREEMENT made as of this 1st day of September 2014 by and between Terex Energy Corporation, a Colorado Corporation the ("Company"), located at 520 Zang St. Suite 250...Consulting Agreement • March 13th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas • Colorado
EXHIBIT 10.6 PURCHASE AND SALE AGREEMENT SALE OF CERTAIN PROPERTIES IN NATARONA COUNTY WYOMINGPurchase and Sale Agreement • March 13th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas • Wyoming
LETTER AGREEMENTLetter Agreement • March 12th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas
EXHIBIT 4.1 SUBSCRIPTION AGREEMENT For Common Shares T-REX OIL, INC. A COLORADO CORPORATION (Regulation S Compliant) SUBSCRIPTION AGREEMENT AND REPRESENTATIONS TO: T-Rex Oil, Inc. Gentlemen: The Subscriber understands that T-Rex Oil, Inc., a Colorado...Subscription Agreement • April 29th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas • Colorado
EXHIBIT 10.1 EXCHANGE AGREEMENT AND REPRESENTATIONS Gentlemen: I understand that T-Rex Oil, Inc. (the "Company"), a Colorado corporation, is offering to exchange restricted Common Shares for common shares of Terex Energy Corp. ("TEREX"), a Colorado...Exchange Agreement • December 24th, 2014 • Rancher Energy Corp. • Crude petroleum & natural gas
ANDShare Exchange Agreement • February 25th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas • Colorado
EXHIBIT 10.1 RANCHER ENERGY CORP. EXECUTIVE EMPLOYMENT AGREEMENT JON C. NICOLAYSEN This Executive Employment Agreement is made on this 27th day of October, 2009 by and between Jon C. Nicolaysen , with a business address of 999 18th Street, Suite 3400,...Rancher Energy Corp. • November 3rd, 2009 • Crude petroleum & natural gas • Colorado
EXHIBIT 10.7 THIS NOTE AND THE SECURITIES ISSUABLE UPON PAYMENT HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN...Rancher Energy Corp. • November 3rd, 2009 • Crude petroleum & natural gas • Colorado
AMENDED AND RESTATED SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT DATED AS OF JANUARY 14, 2011Credit Agreement • February 3rd, 2011 • Rancher Energy Corp. • Crude petroleum & natural gas • Colorado
EXHIBIT 10.13 EMPLOYMENT AGREEMENT ALLEN HEIM TEREX ENERGY CORPORATION THIS AGREEMENT is effective as of the 1st day of November 2014 between Terex Energy Corporation, a Colorado Corporation (hereinafter referred to as "Employer") and Allen Heim (...Employment Agreement • March 13th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas • Colorado
AMENDMENT TO SHARE PURCHASE AGREEMENT DATED MARCH 31, 2015Share Purchase Agreement • April 15th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas
EXHIBIT 10.11 EMPLOYMENT AGREEMENT DONALD WALFORD TEREX ENERGY CORPORATION THIS AGREEMENT is effective as of the 4th day of August 2014 between Terex Energy Corporation, a Colorado Corporation (hereinafter referred to as "Employer") and Donald Walford...Employment Agreement • March 13th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas • Colorado
EXHIBIT 10.2 RANCHER ENERGY CORP. MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement ("Agreement") is made and entered into on October 27, 2009 (the "Effective Date") by and between Jon C. Nicolaysen (the "Key Person") and Rancher...Management Retention Agreement • November 3rd, 2009 • Rancher Energy Corp. • Crude petroleum & natural gas • Colorado
EXHIBIT 10.4 FARMOUT AGREEMENT FOR COLE CREEK UNIT, WY FARMOUT AGREEMENT (COLE CREEK UNIT) THIS FARMOUT AGREEMENT made and entered into on the _ day of , 2014 by and between Red Hawk Oil Exploration, Inc., a Wyoming corporation, with its principal...Farmout Agreement • March 12th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas • Wyoming
EXHIBIT 10.7Assignment And • March 13th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas
ISDA Ò International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of October 16, 2007Master Agreement • October 17th, 2007 • Rancher Energy Corp. • Crude petroleum & natural gas • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2007 • Rancher Energy Corp. • Crude petroleum & natural gas • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on August 3, 2007, by and between Richard E. Kurtenbach, an individual resident of Littleton, Colorado (the “Executive”), and Rancher Energy Corp., a Nevada corporation (the “Company”).
SECURITY AGREEMENT (All Personal Property)Security Agreement • October 17th, 2007 • Rancher Energy Corp. • Crude petroleum & natural gas • Texas
THIS SECURITY AGREEMENT (as amended, restated, or supplemented from time to time, this “Security Agreement”) is made and entered into as of October 16, 2007 by RANCHER ENERGY CORP., a Nevada corporation, with an address at 999 18th Street, Suite 3400, Denver, Colorado 80202 (“Debtor”), in favor of GASROCK CAPITAL LLC, a Delaware limited liability company, with an address at 1301 McKinney Street, Suite 2800, Houston, Texas 77010 (“Secured Party”), for itself and BP CORPORATION NORTH AMERICA, an Indiana corporation (“Swap Counterparty”), as parties under that certain Intercreditor Agreement dated as of October 16, 2007 (as amended, restated, or supplemented from time to time, the “Intercreditor Agreement”).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement And • May 9th, 2014 • Rancher Energy Corp. • Crude petroleum & natural gas • Colorado
This Settlement Agreement and Mutual General Release (hereinafter, this “Agreement”) is made and entered into as of the 5th day of May 2014, by and between Rancher Energy Corp., a Nevada corporation (“Rancher”) and PetroShare Corp., a Colorado corporation (“PetroShare”). Rancher and PetroShare are referred to jointly herein as the “Parties” and individually as a “Party.”
LOAN AGREEMENTLoan Agreement • June 30th, 2006 • Rancher Energy Corp. • Gold and silver ores • Nevada
ENEREX CAPITAL, CORP., a company incorporated under the laws of the Province of British Columbia, having an office at Suite 2410, 650 West Georgia Street, Vancouver, British Columbia, V6B 4N7
PROCEEDS ESCROW AGREEMENTProceeds Escrow Agreement • April 15th, 2005 • Metalex Resources Inc • Gold and silver ores
THIS AGREEMENT, made _______________, 2005, between, Allegro Escrow Services, Inc., 12423 East Broadway Avenue, Spokane, Washington 99216 hereinafter called "Escrow Agent;" Metalex Resources, Inc., a Nevada corporation, with principal offices at 1811 East 17th Avenue, Spokane, Washington 99203, hereinafter called the "Company"; and such other person, firms, or corporations as shall become parties hereto in the manner provided herein, hereinafter called the "Subscribers."
EXHIBIT 10.10 OPTION FORM T-REX OIL, INC. NON-STATUTORY NON QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, is effective as of ___________, 20__ by and between T-Rex Oil, Inc., a Colorado corporation (the "COMPANY"), and ________________ (the...Non Qualified Stock Option Agreement • March 12th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas • Colorado
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2007 • Rancher Energy Corp. • Gold and silver ores
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “First Amendment”) is made and entered into as of this 18th day of January, 2007, by and among Rancher Energy Corp., a Nevada corporation (the “Company”), and the undersigned Buyers.
RANCHER ENERGY CORP.2006 Stock Incentive Plan • October 6th, 2006 • Rancher Energy Corp. • Gold and silver ores
This 2006 Stock Incentive Plan (the "Plan") is adopted in consideration for services rendered and to be rendered to Rancher Energy Corp.
RANCHER ENERGY CORP. December 21, 2006Rancher Energy Corp. • December 27th, 2006 • Gold and silver ores • New York
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of December 21, 2006 by and among Rancher Energy Corp. (the "Company") and the investors party thereto (the "Buyers"), with respect to the issuance of (i) convertible notes of the Company (the "Notes") which Notes shall be convertible into the common stock, par value $0.00001 per share, of the Company (the "Common Stock") (ii) shares of Common Stock and (iii) warrants to acquire additional shares of Common Stock. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
DENVER PLACE RANCHER ENERGY CORP. OFFICE LEASEOffice Lease • November 9th, 2006 • Rancher Energy Corp. • Gold and silver ores • Colorado
THIS OFFICE LEASE FACING PAGE, together with the General Lease Provisions and any Schedules or Riders and Lease Guaranties attached hereto, shall constitute the Lease between Tenant described below, as Tenant, and DENVER PLACE ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, as Landlord, for the Leased Premises described below, made and entered into as of the Lease Date specified below.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 9th, 2004 • Metalex Resources Inc
Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing __________________________________________________ (__________) shares of Common Stock of METALEX RESOURCES, INC. (the "Company") at a price of $0.10 per share (the "Subscription Price").
SECOND AMENDMENT TO TERM CREDIT AGREEMENTTerm Credit Agreement • April 30th, 2009 • Rancher Energy Corp. • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO TERM CREDIT AGREEMENT (this “Second Amendment”) is entered into effective as the Second Amendment Closing Date (as defined below) between RANCHER ENERGY CORP., a Nevada corporation (“Borrower”), and GASROCK CAPITAL LLC, a Delaware limited liability company (“Lender”). Capitalized terms used but not defined in this Second Amendment have the meaning given them in the Credit Agreement (as defined below).
EIGHTH AMENDMENT TO TERM CREDIT AGREEMENTTerm Credit Agreement • June 5th, 2009 • Rancher Energy Corp. • Crude petroleum & natural gas
THIS EIGHTH AMENDMENT TO TERM CREDIT AGREEMENT (this “Eighth Amendment”) is entered into effective as the Eighth Amendment Closing Date (as defined below) between RANCHER ENERGY CORP., a Nevada corporation (“Borrower”), and GASROCK CAPITAL LLC, a Delaware limited liability company (“Lender”). Capitalized terms used but not defined in this Eighth Amendment have the meaning given them in the Credit Agreement (as defined below).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • December 9th, 2013 • Rancher Energy Corp. • Crude petroleum & natural gas
THIS NON-QUALIFIED STOCK OPTION AGREEMENT is made as of the 3rd day of December, 2013 between Rancher Energy Corp., a Nevada corporation (the “Corporation”), and ______________ (the “Optionee”).
EXPLORATION AND DEVELOPMENT AGREEMENTExploration and Development Agreement • June 30th, 2006 • Rancher Energy Corp. • Gold and silver ores
RESTRICTED ACCOUNT AND SECURITIES ACCOUNT CONTROL AGREEMENT (Access Restricted after Instructions)Restricted Account and Securities Account Control Agreement • October 17th, 2007 • Rancher Energy Corp. • Crude petroleum & natural gas • Texas
This Restricted Account and Securities Account Control Agreement (this “Agreement”), dated as of the date specified on the initial signature page of this Agreement, is entered into by and among Rancher Energy Corporation (“Company”), GasRock Capital, LLC (“Secured Party”) and Wells Fargo Bank, National Association (“Bank”), and sets forth the rights of Secured Party and the obligations of Bank with respect to the deposit accounts of Company at Bank identified at the end of this Agreement as the Restricted Accounts (each hereinafter referred to individually as a “Restricted Account” and collectively as the “Restricted Accounts”) and each securities account of Company at Bank linked to any Restricted Account by a sweep mechanism, provided that such securities account either (i) bears an account number identical to the linked Restricted Account or (ii) is separately identified by number at the end of this Agreement as a Securities Account (each hereinafter referred to individually as a “S
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 16th, 2015 • T-Rex Oil, Inc. • Crude petroleum & natural gas • Colorado
This Agreement and Plan of Merger ("Agreement") is made and entered into as of December 22, 2014 (the "Effective Date"), by and among T-Rex Oil, Inc., a Colorado corporation, with its principal office at 7609 Ralston Road, Arvada, CO 80002 ("TRXO"), Terex Energy Corp., a Colorado corporation ("TEREX"), and Terex Acquisition Corp., a newly-formed wholly-owned subsidiary of TRXO, domiciled in Colorado ("Acquisition Sub"). Each of TRXO, TEREX and Acquisition Sub is referred to herein individually as a "Party," or collectively as the "Parties."
FIRST AMENDMENT TO LEASELease • March 20th, 2007 • Rancher Energy Corp. • Crude petroleum & natural gas • Colorado
THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into as of this 6th day of March, 2007, by and between DENVER PLACE ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter called "Landlord") and RANCHER ENERGY CORP., a Nevada corporation (hereinafter called "Tenant").
