Recovery Energy, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 16th, 2016 • Lilis Energy, Inc. • Crude petroleum & natural gas

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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COMMON STOCK PURCHASE WARRANT RECOVERY ENERGY, INC.
Security Agreement • June 4th, 2010 • Recovery Energy, Inc. • Motor vehicle parts & accessories

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Recovery Energy, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 16th, 2016 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June __, 2016, between Lilis Energy, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT LILIS ENERGY, INC.
Warrant Agreement • June 4th, 2014 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or [his, her or its] assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 30, 2014 (the “Initial Exercise Date”) and on or prior to 3:00 p.m. Mountain Time on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lilis Energy, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 4th, 2014 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 30, 2014, between Lilis Energy, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE MAY 16, 2014
Convertible Security Agreement • August 15th, 2013 • Recovery Energy, Inc. • Crude petroleum & natural gas • New York

THIS 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of Recovery Energy, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 1900 Grant Street, Suite #720, Denver, Colorado, 80203, designated as its 8% Senior Secured Convertible Debenture due May 16, 2014 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

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COMMON STOCK PURCHASE WARRANT LILIS ENERGY, INC.
Security Agreement • June 16th, 2016 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or [his, her or its] assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____________ (the “Initial Exercise Date”) and on or prior to 3:00 p.m. Mountain Time on the second year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lilis Energy, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIOIN
Merger Agreement • September 8th, 2016 • Lilis Energy, Inc. • Crude petroleum & natural gas

On December 29, 2015, Lilis Energy, Inc. (“Lilis” or the “Company”), Lilis Merger Sub, Inc. (“Merger Sub”) and Brushy Resources, Inc. (“Brushy”) entered into an Agreement and Plan of Merger (the “merger agreement”). Pursuant to the merger agreement, each outstanding share of Brushy common stock will be exchanged for approximately .4449 shares of Lilis common stock, after effecting a reverse stock split (the “merger consideration”), and Merger Sub will merge with and into Brushy (the “merger”) with Brushy continuing as the surviving corporation and a direct wholly-owned subsidiary of Lilis.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 23rd, 2009 • Recovery Energy, Inc. • Motor vehicle parts & accessories • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 16, 2009, among Recovery Energy, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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Date: January 17, 2014 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF LILIS ENERGY, INC.
Warrant Agreement • June 17th, 2014 • Lilis Energy, Inc. • Crude petroleum & natural gas

THIS IS TO CERTIFY that, for value received, David E. Castaneda and his successors and assigns (collectively, the “Holder” or “Holders”), are entitled to purchase, subject to the terms and conditions hereinafter set forth, Two Hundred and Fifty Thousand (250,000) shares of Lilis Energy, Inc., a Nevada corporation (the “Company”) common stock, $0.0001 par value per share (the “Common Stock”), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $2.33 (two dollar and thirty three cents) per share (the “Exercise Price”). This Warrant is issued in connection with the Management Consulting Agreement between Holder and the Company dated January 17, 2013 (the “Consulting Agreement”).

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Thirteenth Amended and Restated Employment Agreement
Employment Agreement • October 2nd, 2012 • Recovery Energy, Inc. • Crude petroleum & natural gas • Colorado

Thirteenth Amended and Restated Employment Agreement (this "Agreement") dated as of September 26, 2012 by and between Recovery Energy, Inc a Nevada corporation (the "Company"), and Roger A. Parker (the “Executive”).

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COMMON STOCK PURCHASE WARRANT LILIS ENERGY, INC.
Security Agreement • February 6th, 2014 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or [his, her or its] assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______, 20141 (the “Initial Exercise Date”) and on or prior to 3:00 p.m. Mountain Time on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lilis Energy, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is entered into as of January 23, 2017 (the “Effective Date”), by and between Lilis Energy, Inc. (the “Company”) and Joseph C. Daches (“Executive”). Executive and the...
Executive Employment Agreement • August 20th, 2018 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 18th, 2010 • Recovery Energy, Inc. • Motor vehicle parts & accessories • Colorado

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of this 17th day of June, 2010 by and among Recovery Energy, Inc., a Nevada corporation (the “Company”), and Hexagon Investments, LLC, a Colorado limited liability company, and any assignees or transferees thereof (the “Investor”).

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COMMON STOCK PURCHASE WARRANT LILIS ENERGY, INC.
Security Agreement • August 25th, 2016 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, SOSV Investments LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 23, 2016 (the “Initial Exercise Date”) and on or prior to 3:00 p.m. Mountain Time on the second year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lilis Energy, Inc., a Nevada corporation (the “Company”), up to 200,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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Contract
Senior Secured Revolving Credit Agreement • October 16th, 2018 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York
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RECOVERY ENERGY, INC. STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • June 11th, 2014 • Lilis Energy, Inc. • Crude petroleum & natural gas • Colorado

This Stock Option Award Agreement (the “Agreement”), is made as of the 25th day of June 2013, by and between Recovery Energy, Inc., a Nevada corporation (the “Company”), and W. Phillip Marcum (the “Participant”).

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EIGHTH AMENDMENT TO SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement • December 7th, 2020 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

This EIGHTH AMENDMENT TO SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”) dated as of December 2, 2020, is among Lilis Energy Inc., a Nevada corporation (the “Borrower”), certain Subsidiaries of the Borrower (the “Guarantors”), BMO Harris Bank N.A. (“BMO”), as Administrative Agent for the Lenders, and the other Lenders from time to time party hereto.

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RECOVERY ENERGY, INC. 2012 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • April 15th, 2015 • Lilis Energy, Inc. • Crude petroleum & natural gas • Colorado

This Stock Option Award Agreement (the “Agreement”), is made as of the 14th day of April 2015, by and between Lilis Energy, Inc., a Nevada corporation (the “Company”), and Eric Ulwelling (the “Participant”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 7th, 2019 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 5, 2019, by and among Lilis Energy, Inc., a Nevada corporation (the “Company”), and The Värde Fund VI-A, L.P., Värde Investment Partners, L.P., The Värde Fund XI (Master), L.P., Värde Investment Partners (Offshore) Master, L.P., The Värde Skyway Fund, L.P., The Värde Skyway Mini-Master Fund, L.P. and The Värde Fund XII (Master), L.P. (each, a “Värde Party” and, collectively, the “Värde Parties”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 15th, 2015 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 16th day of March, 2015 (the “Effective Date”) by and between Lilis Energy, Inc. (the “Company”), and Ariella Fuchs (“Executive”). Executive and the Company are referred to individually as a “Party” and collectively as the “Parties.”

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Independent Director Appointment Agreement
Independent Director Appointment Agreement • May 21st, 2012 • Recovery Energy, Inc. • Crude petroleum & natural gas • Colorado

This Independent Director Appointment Agreement (“Agreement”) is entered into and made effective on May 18, 2012 (the "Effective Date"), by and between Recovery Energy, Inc. a Nevada corporation (the “Company”), and D. Kirk Edwards (“Director”).

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FOURTH AMENDMENT TO CREDIT AGREEMENT (Third Credit Agreement)
Credit Agreement • April 17th, 2013 • Recovery Energy, Inc. • Crude petroleum & natural gas

This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated effective as of March 1, 2013 (the “Effective Date”), is between Recovery Energy, Inc., a Nevada corporation (“Borrower”), and Hexagon, LLC, a Colorado limited liability company, formerly known as Hexagon Investments, LLC (“Lender”).

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AMENDMENT NO. 1 AND JOINDER TO CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • April 27th, 2017 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

This Amendment No. 1 and Joinder to Credit and Guaranty Agreement (this "Agreement") dated as of April 24, 2017 (the "Effective Date"), is among Lilis Energy, Inc., a Nevada corporation (the "Borrower"), the undersigned subsidiaries of the Borrower constituting the Initial Guarantors (as such term is defined below), the undersigned subsidiary of the Borrower constituting the New Guarantor (as such term is defined below), the undersigned Lenders constituting the Lenders required to be party hereto pursuant to the terms of Section 9.1 of the Credit Agreement referred to below, the undersigned New Lenders (as such term is defined below), and T.R. Winston & Company, LLC, as collateral agent for the Lenders (together with its successors and assigns, the "Collateral Agent").

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Second Amended and Restated Independent Director Appointment Agreement
Independent Director Appointment Agreement • May 20th, 2010 • Recovery Energy, Inc. • Motor vehicle parts & accessories • Colorado

This Second Amended and Restated Independent Director Appointment Agreement (“Agreement”) is entered into and made effective as of May 1, 2010, by and between Recovery Energy, Inc. a Nevada corporation (the “Company”), and James J. Miller (“Miller”).

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GUARANTY (Lilis Energy, Inc.)
Guaranty • August 25th, 2016 • Lilis Energy, Inc. • Crude petroleum & natural gas • Texas

This GUARANTY (herein so called) dated June 22, 2016, is by Lilis Energy, Inc., a Nevada corporation (herein referred to as the “Guarantor”). Terms defined in the Credit Agreement (hereinafter defined) are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 11th, 2014 • Lilis Energy, Inc. • Crude petroleum & natural gas

This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated November 8, 2012 (the "Effective Date"), is between Recovery Energy, Inc., a Nevada corporation ("Borrower"), and Hexagon, LLC, a Colorado limited liability company, formerly known as Hexagon Investments, LLC ("Lender").

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April 14, 2020 Mark Christensen 30A Hazelton Avenue, 4th Floor Toronto, Ontario Canada M5R 2E2 RE: Resignation as Director Dear Mr. Christensen:
Resignation Agreement • April 15th, 2020 • Lilis Energy, Inc. • Crude petroleum & natural gas • Texas

This letter agreement (this “Agreement”) sets forth our understanding of the terms of your resignation as a director of Lilis Energy, Inc. (the “Company”). You (referred to herein as “Director”) and the Company are each referred to herein as a “Party” and together as the “Parties.” In consideration of the promises and benefits set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

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MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND PROCEEDS, FINANCING STATEMENT AND FIXTURE FILING FROM RECOVERY ENERGY, INC. (Taxpayer I.D. No. 74-3231613), AS DEBTOR TO HEXAGON, LLC, AS SECURED PARTY Dated as of March 1, 2013
Mortgage, Security Agreement, Assignment of Production and Proceeds, Financing Statement and Fixture Filing • June 11th, 2014 • Lilis Energy, Inc. • Crude petroleum & natural gas • Wyoming

Lessor: Eleanor Elaine Jessop, Individually and as Trustee of the Elaine Jessop Revocable Trust, dated January 5, 1994, and Howard Wayne Jessop, Individually and as Trustee of the Howard Wayne Jessop Revocable Trust, dated January 5, 1994

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EMPLOYMENT AGREEMENT
Employment Agreement • June 17th, 2014 • Lilis Energy, Inc. • Crude petroleum & natural gas • Colorado

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Lilis Energy, Inc., a Nevada corporation (the “Company”), and Robert A. Bell, an individual (“Executive”), effective as of May 1, 2014 (the “Effective Date”).

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Amended and Restated Non-Executive Director Appointment Agreement
Non-Executive Director Appointment Agreement • January 7th, 2010 • Recovery Energy, Inc. • Motor vehicle parts & accessories • Colorado

This Amended and Restated Non-Executive Director Appointment Agreement (“Agreement”) is entered into and made effected December 31, 2009, by and between Recovery Energy, Inc. a Nevada corporation (the “Company”), and Roger A. Parker (“Parker”).

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VOTING AGREEMENT
Voting Agreement • January 5th, 2016 • Lilis Energy, Inc. • Crude petroleum & natural gas • Delaware

This VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 29th day of December, 2015, by and among Lilis Energy, Inc., a Nevada corporation (“Lilis”), Lilis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Lilis (“Merger Sub”), Brushy Resources, Inc., a Delaware corporation (“Brushy”), and SOSventures, LLC (the “Stockholder”).

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VOTING AGREEMENT
Voting Agreement • January 5th, 2016 • Lilis Energy, Inc. • Crude petroleum & natural gas • Delaware

This VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 29th day of December, 2015, by and among Lilis Energy, Inc., a Nevada corporation (“Lilis”), Lilis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Lilis (“Merger Sub”), Brushy Resources, Inc., a Delaware corporation (“Brushy”), and Longview Marquis Fund, L.P., a Delaware limited partnership, LMIF Investments, LLC, a Delaware limited liability company, and SMF Investments LLC, a Delaware limited liability company (the “Stockholders”).

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ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 16th, 2020 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

This ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of March 13, 2020, is among Lilis Energy Inc., a Nevada corporation (the “Borrower”), certain Subsidiaries of the Borrower (the “Guarantors”), BMO Harris Bank N.A. (“BMO”), as Administrative Agent for the Lenders, and the other Lenders from time to time party hereto.

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DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND PROCEEDS, FINANCING STATEMENT AND FIXTURE FILING from RECOVERY ENERGY INC. (Organizational I.D. No. 74-3231613), AS DEBTOR to JACOB B. MUELLER, TRUSTEE and to and for the...
Deed of Trust • March 25th, 2010 • Recovery Energy, Inc. • Motor vehicle parts & accessories • Nebraska
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