0001415889-11-001201 Sample Contracts

Contract
STW Resources Holding Corp. • November 3rd, 2011 • Retail-catalog & mail-order houses • New York

THIS NOTE HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.

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AMENDMENTS TO SETTLEMENT AGREEMENT
Amendments to Settlement Agreement • November 3rd, 2011 • STW Resources Holding Corp. • Retail-catalog & mail-order houses • New York

These Amendments to Settlement Agreement ("the Amendments") are made effective the 1st day of October, 2011, and relate to and amend by mutual agreement of the Parties signing below that certain Settlement Agreement (the "Settlement Agreement") by and between GE Ionics, Inc., 3006 Northup Way, Suite 200, Bellevue, WA 98004, a Massachusetts corporation ("GE"), and STW Resources Holding Corporation, 619 West Texas Ave, Suite 126, Midland TX a Nevada corporation ("STW") (each a "Party" and collectively the "Parties").

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