PARTICIPATION AGREEMENT

Exhibit 10.10

PARTICIPATION AGREEMENT

This Participation Agreement (hereinafter "Agreement") is made and entered into effective August   1     ,  2013, by and between PetroShare Corp., hereinafter referred to as "PetroShare", and Royale Investments, LLC, a Florida registered Limited Liability Co. ("Participant").

RECITALS:

A. PetroShare has acquired certain oil and gas leases described on Exhibit "A", attached hereto ("Existing Leases").

B. Participant wishes to participate with PetroShare in the drilling, and development of the Leases pursuant to the provisions of this Agreement.

Now therefore, the parties hereto, for the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, do hereby contract and agree as follows:

I. DEFINITIONS

1.  Effective Date: The Effective Date is August 1, 2013.

2.  Existing Leases: The oil and gas leases on Exhibit "A", attached hereto.

3.  Obligation Xxxxx: The xxxxx will be drilled from a common well pad and will be the Xxxxxx #3-25 well, located in XXXX Xxxxxxx 00, X0X X00X, a vertical well bore and the Xxxxxxxx #3-25 well, located in XXXX Xxxxxxx 00, X0X X00X; directional well bore to test the Niobrara formation.

4.  Operator: PetroShare Corp.

5.  Operating Agreement:A joint operating agreement substantially in the form attached hereto as Exhibit "B".

6.  Participant Interest: A Working Interest in the Leases and Obligation Xxxxx of ten percent (10.0%).

6.  Working Interest: The cost bearing interest created by oil and gas leases. Working Interest may also refer to the share of ownership attributable to an unleased mineral interest.

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II.  PROSPECT FEE

A.     Payment of Prospect Fee. Participant shall pay an aggregate prospect fee to PetroShare upon the execution of this Agreement equal to the sum of Seventy Five Thousand Dollars ($75,000)  ("Prospect  Fee").

III.  DRILLING AND DEVELOPMENT.

A.      Obligation Xxxxx. Participant agrees to pay for its Participant Interest share of the drilling, completion and equipping, or the plugging and abandonment, of the Obligation Xxxxx. PetroShare shall use its commercially reasonable efforts to commence the drilling of the first Obligation Well by October 15. 2013.

B.      Interests Earned.    Upon Participant paying the Prospect Fee, together with its share of the costs for the drilling, completion and equipping, or the plugging and abandonment of an Obligation Well, Participant shall be assigned an undivided interest in and to the Leases equal to Participant's Interest of PetroShare's interest in the Existing Leases as to the unit for such Obligation Well, and as to all depths from the surface to the deepest depth drilled in the Obligation Well. All assignments will be subject to all royalties, overriding royalties, production payments, net profits interests and similar burdens existing as of the date hereof.

C.      Subsequent Drilling and Development Operations. After drilling and completion of the Obligation Xxxxx, all subsequent xxxxx ("Subsequent Xxxxx") and subsequent operations with respect to the Obligation Xxxxx shall be proposed in accordance with the Operating Agreement and the provisions of this Agreement with Participant being responsible for its Participant Interest, subject to any elections to not participate in the Operating Agreement.

IV.  OPERATIONS WITHIN PROJECT AREA

A.     Operating Agreement. All operations within the Project Area shall be conducted pursuant to the joint operating agreement attached hereto as Exhibit "B" ("Operating Agreement"), reference to which is hereby made for all purposes, except as expressly modified by the terms hereof. PetroShare Corp., shall be designated as Operator subject to the resignation and removal provisions of the Operating Agreement. In the event of a conflict between this Agreement and the Operating Agreement, this Agreement shall control.

B. Cash Advances.   Notwithstanding   anything  in the  Operating  Agreement  to  the contrary, PetroShare shall have the right to require cash advances from Participant with respect to the proposed drilling and completion of one or more Obligation Xxxxx. Such request shall be in the form of one or more Authorities for Expenditure ("AFEs") and payment shall be due within 20 days following receipt of the AFEs.

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V.  PROPORTIONATE REDUCTION

A.      Proportionate Reduction Clause: Ifan oil and gas lease or other Mineral Interest covers less than the entire mineral fee estate, or if a party's interest in the applicable lease or Mineral Interest is less than a 100% ownership interest, any interest conveyed or reserved pursuant to this Agreement is intended to be proportionately reduced to accord to (i) the proportion of mineral interest covered by the relevant oil and gas lease or other Mineral Interest, and (ii) the proportion of ownership held by the conveying party, in the case of a conveyance, or the burdened party, in the case of a reservation of interest.

VI. CONFIDENTIALITY

A.      Confidentiality. The parties acknowledge that the information that is the subject matter of this Agreement (including but not limited to all well information acquired by operations conducted under the Operating Agreement) is sensitive and confidential proprietary information belonging to the parties. Each party, for itself and its Affiliates, agrees not to release or disclose or otherwise make the information available to or to furnish any of said information to any third party without (i) obtaining the  agreement of the third party to maintain such information confidential and to not use such information other than in connection with investing in or participating with or purchasing interests from the disclosing party, or (ii) first obtaining the express written consent of the other party. Any such release or disclosure if approved shall be conditioned upon the third party expressly agreeing to all terms herein and becoming a party to and subject to this Confidentiality Agreement. Nothing contained above shall restrict or impair any party's right to use or disclose any of the information which is: (1) at the time of disclosure available to the public through no act or omission of that party; (2) can be shown was lawfully in that party's possession prior to the time of this Confidentiality Agreement; or (3) is independently made available to that party by a third party who is independently entitled to disclose such information and that party shows that the right of such third party to disclosure existed prior to the date of this Agreement.

B.   Public Disclosure. Subject to the exceptions set forth below, and unless otherwise agreed upon by the parties, prior to substantial leasing completion in the AMI as contemplated by this Agreement, the parties intend to keep material information concerning the entering into of this Agreement and the location of the Project Area confidential to the extent any disclosure thereof could impair the leasing activities of the parties. Notwithstanding such intent, either party may make any public disclosure to the extent that, upon advice of such party's counsel, such disclosure is advisable to comply with United States or state securities laws, rules or regulations. Any proposed press release or other disclosure, shall be provided  to the other party in advance on a confidential basis for its information and comment.

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VII. TAX ELECTION

This Agreement is not intended to create, and shall not be construed to create, a relationship of partnership or an association for profit between or among the parties hereto except as provided herein. Each party hereby affected elects to be excluded from the application of all the provisions of Subchapter "K", Chapter 1, Subtitle "A", of the Internal Revenue Code of 1986 and all amendments thereto.

VIII. PAYMENT OF DELAY RENTALS AND LEASE EXTENSIONS

Operator shall be responsible for making any payment of delay rentals, shut in royalties and minimum royalty payments on the Leases. Participant shall bear and pay its share of such payments. Participant shall be billed and shall pay for said costs in the manner set forth for the billing and paying of direct costs in the XXXXX accounting procedures attached to the form of Operating Agreement. Operator shall not be liable to Participant for any loss resulting from a good faith effort to properly do so.

IX.  NO JOINT LIABILITY

The rights, duties, obligations and liabilities of the parties hereto shall be several and not joint or collective. Each party hereto shall be responsible only for its obligations as herein set out and shall be liable only for its share of the cost and expense as herein provided; it being the express purpose and intention of the parties that their interest in this Agreement and the rights and property acquired in connection herewith shall be held by them as tenants in common. Except for the tax election which the parties may have made, it is not the purpose or intention of this Agreement to create any mining partnership, commercial partnership or other partnership.

X.  ASSIGNMENTS OF LEASES

Any assignment of any interest pursuant to this Agreement by and between the parties hereto shall be made with a special warranty of title by through and under the assignor, but not otherwise and on the form attached hereto as Exhibit "C" which shall be for recording in the official records of the county in which the Lease lies. Where applicable, separate assignments of operating rights shall likewise be made on such State and Federal forms as required by rule or regulation. Any assignment hereafter executed shall specifically refer to, and be made subject to, the terms and conditions hereof.

XI.  FORCE MAJEURE

Should any party be prevented or hindered from complying with any obligation created hereunder, other than the obligation to pay money, by reason of fire, flood, storm, act of God, governmental authority, governmental action or inaction, failure or delay in obtaining any necessary permits, labor disputes, war, the inability to secure qualified labor, geoscience data, title abstracts, curative title work, lease brokers, entry onto the land, drilling equipment and drilling rig(s) at prevailing market rates, drilling tools, materials or transportation, or any other cause not enumerated herein but which is beyond the normal control of the party whose performance is affected, then the performance of any such obligation shall be suspended during the period of such prevention or hindrance, provided the affected party promptly notifies the other party of such force majeure circumstances and exercises all reasonable diligence to remove the cause of force majeure.

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XII.  EXHIBITS

The following exhibits are attached to this Agreement:

Exhibit "A"- Leases

Exhibit "B" - Form of Joint Operating Agreement

Exhibit "C" - Form of Assignment

If the terms of any of these Exhibits conflict with the terms of this Agreement, this Agreement shall control.

XIII.  MISCELLANEOUS

A.  Assignment: Participant may assign its interest under this Agreement provided that Participant remains liable for or guarantees the performance of its assignee and provided Participant gives PetroShare appropriate documentation evidencing such assignment.. 

B.      Governing Law:  This Agreement and other instruments executed in accordance with it, except for assignments of lands, or the execution hereof shall be governed by and interpreted according to the laws of the State of Colorado. Forum and venue shall be exclusively in Denver, Colorado. As to assignments of lands, they shall be governed by the laws of the State wherein they lie.

C. Entire Agreement: This Agreement, the documents to be executed hereunder, and the Exhibits attached hereto constitute the entire agreement between the parties, supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties except as specifically set forth herein. No supplement, amendment, alteration, modification, waiver or termination of the Agreement shall be binding unless executed in writing by the parties hereto.

D.     Waiver: No waiver of any of the provisions of the Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

E.     Captions; Definition of "Including": The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. The term "including" or "includes", as used herein, shall mean "including, without limitation," and "includes, without limitation".

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F. Binding: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors, assigns and legal representatives.

G. Notices: Any notice hereunder shall be given in writing by mail, courier, personally, E­ mail or by facsimile and shall be effective when delivered to the party intended to be notified. The contact information for each party is as follows:

If to PetroShare:

PetroShare Corp.

0000 Xx. Xxxxx Xxx, Xxx X000 Xxxxxxxxxx, XX 00000

Attn: Xxxxxxxxx X. Xxxxxxx

(000) 000-0000 Office

(000) 000-0000 fax

(000) 000-0000 cell

fwitsel l@xxxxxxxxxxxxxx.xxx

If to Participant:

Royale Investments, LLC

000 Xxxxxxx Xxxxx

Xxxxxx, XX 00000 Attn: Xxxx Xxxx

_________________ Office

_________________ Cell
xxxxxxxx@xxxxxxxxxxxxxxxx.xxx

Any party may change their foregoing contact information by notice to the other party.

H.    Expenses: Except as otherwise provided herein, each party shall be solely responsible for all expenses incurred by it in connection with this transaction (including fees and expenses of its own counsel and accountants).

I. Execution: This Agreement may be executed in multiple original counterparts, all of which shall together constitute a single agreement and each of which, when executed, shall be binding for all purposes thereof on the executed party, its successors and assigns.

J.    Severability: If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any materially adverse manner to either party.

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K. Arbitration: Any dispute arising under this Agreement ("Arbitrable Dispute") shall be referred to and resolved by binding arbitration in Denver, Colorado, to be administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed by the applicable statute of limitations, by one party ("Claimant") giving written notice to the other party ("Respondent") and to the Denver Regional Office of the American Arbitration Association ("AAA"), that the Claimant elects to refer the Arbitrable Dispute to arbitration. All arbitrators must be neutral parties who have never been officers, directors or employees of the parties or any of their Affiliates, must have not less than ten (I0) years experience in the oil and gas industry, and must have a formal financial/accounting, engineering or legal education. The hearing shall be commenced within thirty (30) days after the selection of the arbitrator. The parties and the arbitrators shall proceed diligently and in good faith in order that the arbitral award shall be made as promptly as possible. The interpretation, construction and effect of this Agreement shall be governed by the Laws of Colorado, and to the maximum extent allowed by law, in all arbitration proceedings the Laws of Colorado shall be applied, without regard to any conflicts of laws principles. All statutes of limitation and of repose that would otherwise be applicable shall apply to any arbitration proceeding. The tribunal shall not have the authority to grant or award indirect or consequential damages, punitive damages or exemplary damages.

L. Further Assurances: During the time in which this Agreement is in effect, the parties shall, at any time and from time to time, and without further consideration, execute and deliver or use reasonable efforts to cause to be executed and delivered such other instruments of conveyance and contract, and to take such other actions as either party may reasonably may request effect the intent of this Agreement.

M. Not to be Construed Against Drafter: The parties acknowledge that they have had an adequate opportunity to review each and every provision contained in this Agreement, that they have participated equally in the drafting hereof and that they have had adequate time to submit same to legal counsel for review and comment. Based on said review and consultation, the parties agree with each and every term contained in this Agreement. Based on the foregoing, the parties agree that the rule of construction that a contract be construed against the drafter, if any, shall not be applied in the interpretation and construction of this Agreement.

N.      Laws and Regulations: Any reference to any federal, state, local, or foreign statute or law will be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

O. Third-Party Beneficiaries: This Agreement is not intended to confer any rights or remedies upon any Person other than the parties and their respective successors and permitted assigns.

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P. Investment Representations: Participant understands (1) that the interests evidenced by this Agreement have not been registered under the Securities Act of 1933, the Colorado Securities Act or any other state securities laws (the "Securities Acts") because PetroShare is issuing these interests in reliance upon the exemptions from the registrations requirements of the Securities Acts providing for issuance of Securities not involving a public offering, (2) that PetroShare has relied upon the fact that the interests are to be held by each for investment, and (3) that exemption from registrations under the Securities Acts would not be available if the interests were acquired by Participant with a view to distribution.

Accordingly, Participant hereby confirms to PetroShare that it is acquiring the interests for its own account, for investment and not with a view to the resale or distribution thereof. Participant agrees not to transfer, sell or offer for sale any or any portion of the interests unless there is an effective registration or other qualification relating thereto under the Securities Act of 1933 and under any applicable state securities laws or unless the holder of interests delivers to the PetroShare an opinion of counsel, satisfactory to the PetroShare, that such registration or other qualification under such Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Participant understands that the PetroShare is under no obligation to register the interests or to assist them in complying with any exemption from registration under the Acts if either should at a later date, wish to dispose of the interest. Furthermore, Participant realizes that the interests are unlikely to qualify for disposition under Rule 144 of the Securities and Exchange Commission unless they are not an "affiliate" of PetroShare and the interest has been beneficially owned and fully pa id for by either for at least three years.

Prior to acquiring the interests, Participant has made an investigation of the PetroShare and its business and has had made available to it all information with respect thereto which it needed to make an informed decision to acquire the interest. Participant considers itself to be an entity possessing experience and sophistication as an investor which are adequate for the evaluation of the merits and risks of its investment in the interest.

IN WITNESS WHEREOF, this Agreement is executed effective as of the date hereinabove provided.

Parties: PETROSHARE CORP			ROYALE INVESTMENTS, LLC
/s/ X. X. Xxxxxxx			/s/ Xxxxxxx Xxxx
Name:  Xxxxxxxx X. Xxxxxxx			Name:  Xxxxxxx Xxxx
Title: President			Title:  Manager