0001185185-12-002295 Sample Contracts

AGREEMENT FOR CONSULTING SERVICES
Agreement for Consulting Services • October 24th, 2012 • Rockdale Resources Corp • Wholesale-furniture & home furnishings

This Agreement is entered into as of May 1, 2012, between Energy Capital Partners, LLC (“Consultant”), and ROCKDALE RESOURCES CORPORATION (“Company”).

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ROCKDALE RESOURCES CORPORATION AND
Rockdale Resources Corp • October 24th, 2012 • Wholesale-furniture & home furnishings • Colorado
VOID AFTER 5 P.M. Mountain TIME ON ______________, SERIES A WARRANTS TO PURCHASE COMMON STOCK
Rockdale Resources Corp • October 24th, 2012 • Wholesale-furniture & home furnishings

or registered assigns, is the registered holder of the number of Series A Warrants (“Warrants”) set forth above. Each Series A Warrant entitles the holder thereof to purchase from Rockdale Resources Corporation, a corporation incorporated under the laws of the State of Colorado (the “Company”), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement between the Company and Corporate Stock Transfer dated ___________, 2012 (the “Warrant Agreement”), at any time on or after _______________, 20__ and before the close of business on _______________, 20__ (“Expiration Date”), one fully paid and non-assessable share of Common Stockof the Company (“Common Stock”) upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office located in Denver, Colorado of Corporate Stock Transfer, Inc., Warrant Agent of the Company (“Warrant Agent”) or of its successor wa

March 21, 2012 John P. Barton, Chairman Rockdale Resources, Inc. 11044 Research Blvd. Suite A-200 Austin, Texas 78759 RE: Letter of Agreement for Farmout of Milam County “Airport Lease” Dear John,
Rockdale Resources Corp • October 24th, 2012 • Wholesale-furniture & home furnishings • Texas

As we have discussed, this letter outlines the agreement between Rockdale Resources, Inc., (“Rockdale”) and Kingman Operating Company, Inc., (“Kingman”) whereby (a) Kingman will farmout its leasehold rights in 200 acres under that certain Paid Up Oil and Gas Lease described below, (b) Rockdale will have an exclusive option to farmout an additional 300 acres of Kingman’s leasehold rights under that Paid Up Oil and Gas Lease, (c) Kingman will serve as the operator for the wells drilled on the aforementioned 200-acres and 300-acres and will drill all such wells on a turn-key basis, (d) Rockdale will assign to Kingman a 10% working interest in each such well after “Payout” (defined herein), (e) Rockdale will convey to Kingman 1.6 million shares of Rockdale’s capital stock, (f) Rockdale will pay the expense of office space for Kingman in Austin, Texas for a period of time, and (g) Rockdale and Michael Smith will enter into an employment agreement whereby Mr. Smith will serve as CEO of Rockd

WARRANT AGENT AGREEMENT
Warrant Agent Agreement • October 24th, 2012 • Rockdale Resources Corp • Wholesale-furniture & home furnishings • Colorado

This Agreement is between Rockdale Resources Corporation, a Colorado corporation (the “Company”), and Corporate Stock Transfer, Inc., a Colorado corporation (the “Warrant Agent”).

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