0001493152-13-000762 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 29th, 2013 • Petro River Oil Corp. • Crude petroleum & natural gas • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of April 23, 2013, by and among Petro River Oil Corp. (formerly Gravis Oil Corporation), a Delaware corporation(the “Company”), Petro River Oil LLC, a Delaware limited liability company (“Petro”) and the subscribers set forth on the signature pages affixed hereto (each a “Subscriber” and collectively, the “Subscribers”).

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THIRD OMNIBUS WAIVER AND MODIFICATION AGREEMENT
Third Omnibus Waiver and Modification Agreement • April 29th, 2013 • Petro River Oil Corp. • Crude petroleum & natural gas

The terms of the Second Omnibus Waiver and Modification Agreement (“Second Omnibus Waiver”) are hereby incorporated by reference to this Third Omnibus Waiver and Modification Agreement (“Third Omnibus Waiver”) except for the following:

SECOND OMNIBUS WAIVER AND MODIFICATION AGREEMENT
Second Omnibus Waiver and Modification Agreement • April 29th, 2013 • Petro River Oil Corp. • Crude petroleum & natural gas • New York

This Second Omnibus Waiver and Modification Agreement, made as of March 8, 2013 (the “Agreement”), is being entered into among Petro River Oil Corp. (formerly Gravis Oil Corp. which was formerly Megawest Energy Corp.), a corporation continued under the Business Corporations Act (Delaware) (the “Company”), and the subscribers executing this agreement as set forth on the signature pages hereto (collectively, the “Subscribers”).

Employment Agreement
Employment Agreement • April 29th, 2013 • Petro River Oil Corp. • Crude petroleum & natural gas • New York

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 23, 2013, by and between Petro River Oil Corp., a Delaware corporation (the “Company”), and Scot Cohen (“Executive”).

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