Xun Energy, Inc. Sample Contracts

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 4th, 2014 • Xun Energy, Inc. • Services-business services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of the 11th day of July 2013 (the “Agreement”) between AGS Capital Group, LLC (the “Investor”), and Xun Energy, Inc. (the “Company”).

AMENDED AND RESTATED RESERVE EQUITY FINANCING AGREEMENT
Reserve Equity Financing Agreement • February 4th, 2014 • Xun Energy, Inc. • Services-business services, nec • Florida

THIS AGREEMENT dated as of the 27th day of November 2013 (the “Agreement”) between AGS Capital Group, LLC (the “Investor”), and Xun Energy, Inc. (the “Company”) amends and restates the prior agreement signed on May 7th, 2013 which amended and restated the original agreement on April 30, 2013 and amended on July 11, 2013.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 4th, 2010 • Real Value Estates Inc • Services-business services, nec • Nevada

STOCK PURCHASE AGREEMENT, dated as of February 24, 2010 (this “Agreement”), by the undersigned purchaser (the “Purchaser”), Real Value Estates, Inc., a Nevada corporation quoted on the OTC Bulletin Board under the ticker symbol “RVLU” (the “Company”), and the undersigned selling stockholder (the “Selling Stockholder,” and together with the Purchaser, the “Parties” or “parties” and each a “Party” or “party”).

ASSIGNMENT OF OIL AND GAS LEASE
Assignment of Oil and Gas Lease • March 4th, 2011 • Xun Energy, Inc. • Services-business services, nec

SEQUACHEE OIL AND GAS LLC, having a mailing address of P.O. Box 328, Stanford, Kentucky, 40484 and MICHAEL BRADLEY GRUBB having a mailing address of 617 HWY 577 East, Tyner, Kentucky, 40486, ("Assignor") and NUX HOLDINGS OF KENTUCKY, INC., having a mailing address of 12518 NE Airport Way, Suite 148 No. 156, Portland Oregon, 97230, ("Assignee") agree, effective February 28, 2011, that:

December 1, 2012 Xun Energy, Inc. 12518 NE Airport Way, Suite 148 No. 156, Portland, Oregon, 97230 Attention: Jerry G. Mikolajczyk, President and CEO Dear Jerry, Re: Oil And Gas Well Location Agreement Dated August 31, 2012
Oil and Gas Well Location Agreement • March 18th, 2013 • Xun Energy, Inc. • Services-business services, nec

We are pleased to receive confirmation of the financial commitment which will provide approximately $700,000 to drill, commission and commence production with the first 4 oil and gas wells in Venango County, Pennsylvania as outlined in the Oil and Gas Well Location Assignment dated August 31, 2012 between Xun Energy, Inc. and Vencedor Energy Partners, subject to completion and execution of the necessary documentation with Xun Energy, Inc., and certain of its affiliates and certain shareholders, and the investment company.

AMENDMENT NUMBER ONE TO SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • April 15th, 2010 • Real Value Estates Inc • Services-business services, nec • Nevada

REAL VALUE ESTATES, INC., a Nevada corporation, with a principal place of business located at 3970 Casa Blanca Road, Reno, Nevada 89502 (“RV Estates”)

Charles Morgan Securities, Inc. Letterhead)
Investment Banking and Advisory Agreement • September 25th, 2012 • Xun Energy, Inc. • Services-business services, nec • New York

INVESTMENT BANKING AND ADVISORY AGREEMENT, made this twelfth day of April 2012, between the two parties on by and between, Xun Energy, Inc. having its principal place of business at 12518 NE Airport Way, Portland, Oregon 97230, (the “Company”) and Charles Morgan Securities Inc., having its principal place of business at 120 Wall St., 16th Fl New York, NY 10005, hereinafter the (the “Consultant”).

FINANCING FACILITIES CONSULTING AGREEMENT
Consulting Agreement • November 4th, 2013 • Xun Energy, Inc. • Services-business services, nec • New York

This Agreement is entered into effective as of August 31, 2012, between Xun Energy, Inc., (hereinafter "Client") and Prodigy Asset Management, LLC, (hereinafter “Consultant.”)

Weinberg & Baer LLC
Consent of Independent Auditor • February 4th, 2014 • Xun Energy, Inc. • Services-business services, nec

We consent to the incorporation in the Registration Statement of Xun Energy, Inc. on Form S-1 of our report on the financial statements of the Company as its registered independent auditor dated September 2, 2013, as of and for the periods ended May 31, 2013 and 2012 and from inception to May 31, 2013. We further consent to the reference to our firm in the section on Experts.

February 14, 2012 Jerry G. Mikolajczyk Riverside Center
Bill of Sale • February 15th, 2012 • Xun Energy, Inc. • Services-business services, nec
This Agreement is by and between
Accounts Receivable Assignment • December 2nd, 2010 • Xun Energy, Inc. • Services-business services, nec • Florida

Comtax Services Inc., a Florida corporation having its principal office located at 333 North Atlantic Avenue, Suite 412, Cocoa Beach, Florida, 32931, hereinafter “Assignor”

February 13, 2012 Altmann Revocable Living Trust, RLT
Bill of Sale • February 15th, 2012 • Xun Energy, Inc. • Services-business services, nec
OIL & GAS LEASE
Oil & Gas Lease • April 7th, 2011 • Xun Energy, Inc. • Services-business services, nec
Redemption Agreement Between
Redemption Agreement • March 30th, 2011 • Xun Energy, Inc. • Services-business services, nec

WHEREAS this Redemption Agreement outlines the essential terms of the agreement entered into among XUN ENERGY and SELLER with respect to redemption of Common voting shares hereafter referred to,

BOARD MEMBER AGREEMENT BETWEEN XUN ENERGY, INC. AND KEVIN M. GRAPES AS DIRECTOR Contract No. S20110901
Board Member Agreement • September 8th, 2011 • Xun Energy, Inc. • Services-business services, nec

THIS AGREEMENT, effective as of September 1, 2011 is entered into between XUN ENERGY, INC. (XUN), a Nevada corporation and KEVIN M. GRAPES (GRAPES), a resident of Maryland.

BOARD MEMBER AGREEMENT BETWEEN XUN ENERGY, INC. AND WILLIAM D. SPIER AS DIRECTOR Contract No. S20150602
Board Member Agreement • June 8th, 2015 • Xun Energy, Inc. • Services-business services, nec • New York

THIS AGREEMENT, effective as of June 1, 2015 is entered into between XUN ENERGY, INC. (XUN), a Nevada corporation and WILLIAM D. SPIER (SPIER).

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 1st, 2012 • Xun Energy, Inc. • Services-business services, nec

AMENDMENT NO. 3 TO PURCHASE AND SALE AGREEMENT, dated as of April 30, 2012 (this “Amendment”), among Edward S. Nichols, Thad Purcell, Barry Benton, Vesta LP, Sean Sassin, Renee Sasin, James C. Gibson and Susan G. Goodwin (collectively “Seller”), Edwin S. Nichols Exploration, Inc. (Operator) and XUN Oil Corporation as successor to Crockett Energy Corporation (“Buyer” and together with the Seller, Operator and the “Parties”).

MANAGEMENT AND FINANCIAL SERVICES AGREEMENT BETWEEN XUN ENERGY, INC. AND WOMACK HOLDINGS, INC. FOR MANAGEMENT AND FINANCIAL SERVICES FOR: PRESIDENT, CHIEF EXECUTIVE OFFICER and INTERIM CHIEF FINANCIAL OFFICER Contract No. S20150605
Management and Financial Services Agreement • June 8th, 2015 • Xun Energy, Inc. • Services-business services, nec

THIS AGREEMENT, effective as of June 1, 2015 is entered into between XUN ENERGY, INC. (“XUN”), a Nevada corporation and WOMACK HOLDINGS, INC. (“WOMACK”).

MANAGEMENT AND FINANCIAL SERVICES AGREEMENT BETWEEN XUN ENERGY, INC. AND PETER MATOUSEK FOR MANAGEMENT AND FINANCIAL SERVICES AS VICE PRESIDENT, SHAREHOLDER RELATIONS Contract No. S20150604
Management and Financial Services Agreement • June 8th, 2015 • Xun Energy, Inc. • Services-business services, nec

THIS AGREEMENT, effective as of June 1, 2015 is entered into between XUN ENERGY, INC. (XUN), a Nevada corporation and PETER MATOUSEK (MATOUSEK).

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BOARD MEMBER AGREEMENT BETWEEN XUN ENERGY, INC. AND JERRY G. MIKOLAJCZYK AS DIRECTOR Contract No. S20110902
Board Member Agreement • September 8th, 2011 • Xun Energy, Inc. • Services-business services, nec

THIS AGREEMENT, effective as of September 1, 2011 is entered into between XUN ENERGY, INC. (XUN), a Nevada corporation and JERRY G. MIKOLAJCZYK (MIKOLAJCZYK), a resident of Florida.

BOARD MEMBER AGREEMENT BETWEEN XUN ENERGY, INC. AND DONALD LYNCH AS DIRECTOR, TREASURER AND SECRETARY Contract No. S20100903
Board Member Agreement • September 7th, 2011 • Xun Energy, Inc. • Services-business services, nec

THIS AGREEMENT, effective as of September 1, 2010 is entered into between XUN ENERGY, INC. (XUN), a Nevada corporation and DONALD LYNCH (LYNCH), a resident of Massachusetts.

BOARD MEMBER AGREEMENT BETWEEN XUN ENERGY, INC. AND PETER MATOUSEK AS DIRECTOR Contract No. S20100902
Board Member Agreement • September 7th, 2011 • Xun Energy, Inc. • Services-business services, nec

THIS AGREEMENT, effective as of September 1, 2010 is entered into between XUN ENERGY, INC. (XUN), a Nevada corporation and PETER MATOUSEK (MATOUSEK), a resident of Oregon.

March 18, 2013 Xun Energy, Inc. 12518 NE Airport Way, Suite 148 No. 156, Portland, Oregon, 97230 Attention: Jerry G. Mikolajczyk, President and CEO Dear Jerry, Re: Oil And Gas Well Location Agreement Dated August 31, 2012, Amendment #3
Oil and Gas Well Location Agreement • March 18th, 2013 • Xun Energy, Inc. • Services-business services, nec

As discussed, the permits have been issued by the Pennsylvania Department of Environment Protection (PA-DEP) for five (5) wells on the Rice lease.

BOARD MEMBER AGREEMENT BETWEEN XUN ENERGY, INC. AND JERRY G. MIKOLAJCZYK AS DIRECTOR Contract No. S20120901
Board Member Agreement • September 4th, 2012 • Xun Energy, Inc. • Services-business services, nec • New York

THIS AGREEMENT, effective as of August 31, 2012 is entered into between XUN ENERGY, INC. (XUN), a Nevada corporation and JERRY G. MIKOLAJCZYK (MIKOLAJCZYK), a resident of Florida.

Weinberg & Baer LLC
Consent of Independent Auditor • December 16th, 2013 • Xun Energy, Inc. • Services-business services, nec

We consent to the incorporation in the Registration Statement of Xun Energy, Inc. on Form S-1A of our report on the financial statements of the Company as its registered independent auditor dated September 2, 2013, as of and for the periods ended May 31, 2013 and 2012 and from inception to May 31, 2013. We further consent to the reference to our firm in the section on Experts.

EMPLOYMENT AGREEMENT BETWEEN XUN ENERGY, INC. AND DR. WILLIAM D. SPIER FOR MANAGEMENT AND FINANCIAL SERVICES AS TREASURER Contract No. S20121001
Employment Agreement • October 30th, 2012 • Xun Energy, Inc. • Services-business services, nec

THIS AGREEMENT, effective as of October 23, 2012 is entered into between XUN ENERGY, INC. (XUN), a Nevada corporation and DR. WILLIAM D. SPIER (DR. SPIER), a resident of the State of New York.

MANAGEMENT AND FINANCIAL SERVICES AGREEMENT BETWEEN XUN ENERGY, INC. AND WILLIAM D. SPIER FOR MANAGEMENT AND FINANCIAL SERVICES AS TREASURER Contract No. S20150603
Management and Financial Services Agreement • June 8th, 2015 • Xun Energy, Inc. • Services-business services, nec

THIS AGREEMENT, effective as of June 1, 2015 is entered into between XUN ENERGY, INC. (XUN), a Nevada corporation and WILLIAM D. SPIER (SPIER).

March 18, 2013 Xun Energy, Inc. 12518 NE Airport Way, Suite 148 No. 156, Portland, Oregon, 97230 Attention: Jerry G. Mikolajczyk, President and CEO Dear Jerry, Re: Oil And Gas Well Location Agreement Dated August 31, 2012, Amendment #3
Oil and Gas Well Location Agreement • March 19th, 2013 • Xun Energy, Inc. • Services-business services, nec

As discussed, the permits have been issued by the Pennsylvania Department of Environmental Protection (PA-DEP) for five (5) wells on the Rice lease.

AMENDMENT TO PURCHASE AND SALE AGREEMENT SELLER:
Purchase and Sale Agreement • May 24th, 2012 • Xun Energy, Inc. • Services-business services, nec

Those oil and gas leases in Crockett County, Texas as more fully described in the Purchase and Sale Agreement, dated as of January 31, 2012 as amended from time to time (the “Agreement”).

AGREEMENT FOR SERVICES BETWEEN REAL VALUE ESTATES, INC. AND DENNIS T. KUSHNER FOR MANAGEMENT AND FINANCIAL SERVICES
Services Agreement • March 11th, 2010 • Real Value Estates Inc • Services-business services, nec

THIS AGREEMENT, effective as of March 9, 2010 is entered into between REAL VALUE ESTATES, INC. (RVLU), a Nevada corporation and DENNIS T. KUSHNER (KUSHNER), a resident of California.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 1st, 2012 • Xun Energy, Inc. • Services-business services, nec • Texas

On this 31st day of January, Edwin S. Nichols, Thad Purcell, Barry L. Benton, Vesta, LP, a Texas limited partnership, Sean Sassin, Renee Sassin, James C. Gibson, and Susan G. Godwin those individuals and/or entities more fully set out in Exhibit “A” attached hereto, including their respective owned interests as indicated therein, (collectively hereinafter referred to as “Seller”) and Edwin S. Nichols Exploration, Inc. with an address of 115 West River Street, Meridian, Texas, 76665 (“hereinafter referred to herein as “ESN”) joining herein as the current operator of the Properties referred to herein, and Crockett Energy Corporation or it’s assigns with an address of 3943 Irvine Blvd, Suite 214, Irvine, Ca. 92602, (hereinafter referred to as the “Buyer,”) are entering into this Purchase and Sale Agreement (the “Agreement”), as evidence of Seller’s agreement to sell, and Buyer’s agreement to buy the properties described in and subject to this Agreement.

TERMINATION AGREEMENT
Termination Agreement • November 4th, 2013 • Xun Energy, Inc. • Services-business services, nec • New York

TERMINATION AGREEMENT dated as of October 31, 2013 (this “Agreement”) by and between XUN ENERGY, INC. (“Company”), and PRODIGY ASSET MANAGEMENT, LLC. (“PAM”) (the Company and PAM are each a “Party” and collectively the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Investment Banking and Advisory Agreement (defined below).

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