EXHIBIT B REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks • Washington
This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of July ___ 2006, by and among Daybreak Oil and Gas, Inc., a corporation (the "COMPANY"), and the investors signatory hereto (each a "INVESTOR" and collectively, the "INVESTORS").
ContractWarrant Agreement • May 28th, 2009 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas • Washington
This Warrant and the underlying shares of Common Stock represented by this Certificate have not been registered under the Securities Act of 1933 (the "Act"), and are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company.
PLACEMENT AGENT AGREEMENT June 28, 2006Placement Agent Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks • Colorado
The Company proposes to offer and sell to qualified investors Units (“Units”) of the Company's securities at an offering price of $3.00 per Unit, and on terms as set forth herein. Each Unit is comprised of the one share of the Company’s convertible preferred stock (“Preferred Stock”) and two warrants (“Warrant”) to purchase a share of Common Stock. As used in this Agreement, the term "Memorandum" refers to a Private Placement Memorandum dated June 28, 2006.
EMPLOYMENT AGREEMENTEmployment Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks • Washington
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into effective the 1st day of March, 2007, between Daybreak Oil and Gas Inc., a Washington corporation (“Daybreak”, "Employer", “Company”) and Bennett W. Anderson, ("Employee").
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...Mortgage, Deed of Trust, Assignment of Production, Security Agreement and Financing Statement • November 5th, 2012 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas
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
FARMOUT AGREEMENTFarmout Agreement • October 26th, 2006 • Daybreak Oil & Gas Inc • Blank checks • Washington
THIS FARMOUT AGREEMENT MADE BY AND BETWEEN DAYBREAK OIL AND GAS, INC., a Washington Corporation, hereinafter referred to as "DAYBREAK" and MONARCH GULF EXPLORATION INC., a Washington Corporation, hereinafter referred to as "MONARCH"
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SUBSCRIPTION AGREEMENT and LETTER OF INVESTMENT INTENTSubscription Agreement • December 28th, 2006 • Daybreak Oil & Gas Inc • Blank checks
The undersigned (the “Subscriber”) hereby tenders this subscription for the purchase of units (“Units” or the “Securities”) consisting of shares of common stock (“Shares”) of Daybreak Oil and Gas, Inc. (the “Company”) and warrants to purchase Shares. The Units are described in the Company’s Private Placement Memorandum dated March 2, 2006 (the “Memorandum”). The Subscriber understands that a subscription for the Securities may be rejected for any reason and that, in the event that this subscription is rejected, the funds delivered herewith will be promptly returned, without interest thereon or deduction therefrom. By execution below, the Subscriber acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with their obligations under applicable securities laws.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2013 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • New York
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2019 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • New York
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”).
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND SECOND WARRANT AMENDMENTLoan and Security Agreement • January 13th, 2016 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • New York
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”).
SALE AGREEMENTSale Agreement • May 27th, 2008 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas • Washington
THIS AGREEMENT made by and between TEMPEST ENERGY, herein represented by ERIC L. MOE, its duly authorized President, hereinafter referred to as “SELLER,” and DAYBREAK OIL AND GAS, INC., a Washington Corporation, herein represented by Thomas C. Kilbourne, its duly authorized Representative, hereinafter referred to as “PURCHASER,”
SALE AGREEMENTSale Agreement • September 28th, 2006 • Daybreak Oil & Gas Inc • Blank checks • Washington
THIS AGREEMENT MADE BY AND BETWEEN STRIKE OIL AND MINERALS, CORP., herein represented by Thomas W. Swinbank, its duly authorized President, hereinafter referred to as "SELLER," and DAYBREAK OIL AND GAS, INC., a Washington Corporation, herein represented by Robert N. Martin, its duly authorized President, hereinafter referred to as "PURCHASER,"
SALE AGREEMENTSale Agreement • May 27th, 2008 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas • Washington
THIS AGREEMENT made by and between 413294 ALBERTA LTD., herein represented by ROBERT N. MARTIN, its duly authorized President, hereinafter referred to as “SELLER,” and DAYBREAK OIL AND GAS, INC., a Washington Corporation, herein represented by Thomas C. Kilbourne, its duly authorized Treasurer, hereinafter referred to as “PURCHASER,”
O & G ENERGY PARTNERS, LLC Austin, Texas 78746 Telephone: (512) 327-6122 Facsimile: (512) 327-9626 June 11, 2009Exchange Option Agreement • June 16th, 2009 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas • Texas
When executed by you on behalf of Daybreak Oil and Gas, Inc. (“Daybreak”), in the space provided below, this letter shall constitute the agreement between Daybreak, O & G Energy Partners, LLC (“O & G”) and San Joaquin Investments, Inc. (“San Joaquin”), by which O & G and San Joaquin may acquire a 25% working interest in Daybreak’s leasehold position in the East Slopes Project in exchange for certain cash payments, the delivery of a production payment interest, and the assignment to Daybreak of a 25% interest in certain oil and gas leases and option agreements held by O & G and San Joaquin in the vicinity of the East Slopes Project. Daybreak, O & G and San Joaquin are sometimes collectively referred to herein as the “Parties”, and individually as a “Party”.
SUBSCRIPTION AGREEMENT FORSubscription Agreement • February 3rd, 2010 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas • Washington
This Subscription Agreement (this “Agreement”) is executed and delivered by the undersigned (“Subscriber”) who hereby acknowledges receiving and reviewing a copy of the Confidential Information Booklet relating to the offering of the 12% Subordinated Notes due 2015 (the “Notes”) and Warrants (the “Warrants”) consisting of (i) the Executive Summary; (ii) copies of the Company’s most recent Form 10-K for the year ended February 29, 2008, Form 10-Q for the quarter ended November 30, 2009 and Proxy Statement dated June 1, 2009 (collectively, the “SEC Filings”); (iv) the Offering Term Sheet; (v) Form of Note; (vi) Form of Warrant; (vii) Offeree Questionnaire; and (viii) this Agreement (collectively, the “Offering Documents”), relating to the private offering (the “Offering”) of the Notes and the Warrants of the Company. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Executive Summary.
FORBEARANCE AGREEMENT IIIForbearance Agreement • May 29th, 2012 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas
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”).
ContractWarrant Agreement • February 3rd, 2010 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas • Washington
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND ANY OF SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER SAID ACTS AND ALL OTHER APPLICABLE SECURITIES LAWS UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
SECOND AMENDMENT TO 12% SUBORDINATED NOTE DUE 2017 AND WARRANT TO PURCHASE SHARES OF COMMON STOCK12% Subordinated Note and Warrant to Purchase Shares of Common Stock • May 30th, 2017 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • Washington
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”).
LOAN AGREEMENTLoan Agreement • May 24th, 2012 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas • California
This Agreement between Luberski, Inc., a California corporation (hereinafter “Lender”) on one hand and RTG Steel Company, LLC, an Arizona limited liability company and Daybreak Oil and Gas, Inc., a Washington corporation (“Daybreak”)(collectively referred to as “Borrowers”), is entered into as of this _18th_day of May 2012 (the “Effective Date”). All references to “Borrowers” and/or “Lender” in this Agreement shall also refer to all employees, consultants, agents or representatives of “Borrowers” and/or “Lender.” This Agreement cancels and supersedes all prior agreements with respect to the subject matter of this Agreement.
Borrower AgreementCredit Line Agreement • January 13th, 2012 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas • Utah
A THE BORROWER HAS RECEIVED AND READ A COPY OF THIS BORROWER AGREEMENT, THE ATTACHED CREDIT LINE ACCOUNT APPLICATION AND AGREEMENT (INCLUDING THE CREDIT LINE AGREEMENT FOLLOWING THIS BORROWER AGREEMENT) AND THE LOAN DISCLOSURE STATEMENT EXPLAINING THE RISK FACTORS THAT THE BORROWER SHOULD CONSIDER BEFORE OBTAINING A LOAN SECURED BY THE BORROWER’S SECURITIES ACCOUNT. THE BORROWER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS BORROWER AGREEMENT, AND ALSO AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THE CREDIT LINE ACCOUNT APPLICATION AND AGREEMENT (INCLUDING THE CREDIT LINE AGREEMENT FOLLOWING THIS BORROWER AGREEMENT) (WHICH TERMS AND CONDITIONS OF EACH ARE INCORPORATED BY REFERENCE) AND ANY AND ALL OTHER DOCUMENTS AND AGREEMENTS ENTERED INTO BY THE BORROWER IN CONNECTION WITH THIS BORROWER AGREEMENT OR THE CREDIT LINE AGREEMENT. CAPITALIZED TERMS USED IN THIS BORROWER AGREEMENT HAVE THE MEANINGS SET FORTH IN THE CREDIT LINE AGREEMENT.
WARRANTWarrant • January 13th, 2020 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • Texas
This WARRANT is dated as of November 27, 2019, between DAYBREAK OIL AND GAS, INC., a Washington corporation with its chief executive offices located at 1101 N. Argonne Rd. Suite A 211 Spokane Valley, WA 99212 (the “Company”), and BEAR TO BULL INVESTOR RELATIONS, LLC, an Illinois limited liability company with its chief executive offices located at 200 Armstrong St, Ste 1, Morris, IL 60450 (together with any successors or assigns, the “Subscriber”).
INVESTOR RELATIONS AGREEMENTInvestor Relations Agreement • October 11th, 2019 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • Illinois
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”).
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • October 27th, 2021 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • California
This Equity Exchange Agreement (this “Agreement”), dated as of October 20, 2021, is entered into by and among Daybreak Oil and Gas, Inc., a Washington corporation (“Parent”), Reabold California LLC, a California limited liability company (“Company”), and Gaelic Resources Ltd, a private company incorporated in the Isle of Man (“Member” and, together with Parent and Company, the “Parties” and each, a “Party”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 29th, 2014 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • New York
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”).
SETTLEMENT AGREEMENTSettlement Agreement • May 30th, 2017 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas
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.
EXHIBIT ASubscription Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks
The undersigned (the "Subscriber") hereby tenders this subscription for the purchase of units ("Units" or the "Securities") consisting of shares of common stock ("Shares") of Daybreak Oil & Gas, Inc. (the "Company") and warrants to purchase Shares. The Units are described in the Company's Private Placement Memorandum dated June 30,2006 (the "Memorandum"). The Subscriber understands that a subscription for the Securities may be rejected for any reason and that, in the event that this subscription is rejected, the funds delivered herewith will be promptly returned, without interest thereon or deduction therefrom. By execution below, the Subscriber acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with their obligations under applicable securities laws.
DAYBREAK OIL AND GAS, INC. 12% SUBORDINATED NOTE DUE 2015Subordinated Note • February 3rd, 2010 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas
This 12% Subordinated Note due 2015 (this “Note”) is issued to Holder, and shall be held by Holder pursuant to the terms of that certain Subscription Agreement between Payor and Holder for 12% Subordinated Notes due 2015 and Warrants accepted by Payor on the date hereof (the “Subscription Agreement”). This Note is one of multiple 12% Subordinated Notes due 2015 (the “Notes”) issued by the Payor.
Daybreak Oil and Gas, Inc. 1101 N. Argonne Rd. Suite A-211 Spokane Valley, WA 99212 Office: (509) 232-7674 Fax: (509) 232-2220Loan Agreement • July 14th, 2017 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas
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”).
FORBEARANCE AGREEMENT IIForbearance Agreement • January 13th, 2012 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas
WHEREAS, Daybreak and Well Works are parties to that certain Forbearance Agreement dated as of October 24, 2011 which contained a “Termination Date” of 11:59 p.m. Houston, Texas time on November 10, 2011; and
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 5th, 2012 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • New York
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”).
PRODUCTION PAYMENT INTEREST PURCHASE AGREEMENTProduction Payment Interest Purchase Agreement • January 3rd, 2019 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • Washington
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").
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 10th, 2014 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • New York
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”).
WARRANT AGREEMENTWarrant Agreement • September 3rd, 2013 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • New York
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”).
FORBEARANCE AGREEMENTForbearance Agreement • January 13th, 2012 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas • Utah
This FORBEARANCE AGREEMENT (this “Agreement”), dated as of October 24, 2011, is by and among DAYBREAK OIL AND GAS, INC., a Washington corporation (“Daybreak”) and WELL WORKS, LLC, a Utah limited liability company (“Well Works”).
Consulting AgreementConsulting Agreement • June 15th, 2005 • Daybreak Mines Inc • Blank checks • California
This agreement sets forth the terms (the “Agreement”) between Summitt Ventures Inc (Summitt) and Company (CLIENT), on behalf of Company Daybreak Mines, Inc. (“the Company”) concerning business management services (hereafter being referred to as the “Services) rendered to the Company from December 15, 2004 and continuing through May 1, 2005.
