0001079973-14-000375 Sample Contracts

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
Settlement Agreement And • July 3rd, 2014 • PetroShare Corp. • Crude petroleum & natural gas • Colorado

This Settlement Agreement and Mutual General Release (hereinafter, this “Agreement”) is made and entered into as of the 5th day of May 2014, by and between Rancher Energy Corp., a Nevada corporation (“Rancher”) and PetroShare Corp., a Colorado corporation (“PetroShare”). Rancher and PetroShare are referred to jointly herein as the “Parties” and individually as a “Party.”

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PETROSHARE CORP. STOCK OPTION AGREEMENT
Stock Option Agreement • July 3rd, 2014 • PetroShare Corp. • Crude petroleum & natural gas

THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into effective _______ (the “Date of Grant”) by and between PetroShare Corp., a Colorado corporation (the “Corporation”), and ________________ (the “Optionee”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 3rd, 2014 • PetroShare Corp. • Crude petroleum & natural gas • Colorado

This Asset Purchase Agreement (this "Agreement") dated April 16, 2013 (the "Effective Date"), by and between Buck Peak, LLC, a Colorado limited liability company ("Seller"), and PetroShare Corp., a Colorado corporation ("Buyer"). Seller and Buyer shall hereinafter be referred to collectively as the "Parties" and individually as a "Party".

EMPLOYMENT AGREEMENT
Employment Agreement • July 3rd, 2014 • PetroShare Corp. • Crude petroleum & natural gas • Colorado

THIS EMPLOYMENT AGREEMENT (the "Agreement"), effective as of the 1st day of March, 2013, by and between PETROSHARE CORP, a Colorado corporation with its principal place of business located at 7200 S. Alton Way #B-220, Centennial, Co 80111 (hereinafter referred to as "Company" or "Employer") and Frederick J. Witsell (hereinafter referred to as the "Employee").

EMPLOYMENT AGREEMENT
Employment Agreement • July 3rd, 2014 • PetroShare Corp. • Crude petroleum & natural gas • Colorado

THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of the 1st day of November 2013, by and between PETROSHARE CORP., a Colorado corporation with its principal place of business located at 7200 S. Alton Way, #B-220, Centennial, Co 80111 (the “Company” or “Employer”) and Stephen J. Foley, an individual residing in the State of Colorado (the “Employee”).

IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SUBSCRIPTION AGREEMENT and LETTER OF INVESTMENT INTENT
Subscription Agreement • July 3rd, 2014 • PetroShare Corp. • Crude petroleum & natural gas • Colorado

The undersigned (“Subscriber”) wishes to subscribe for common stock of PetroShare Corp. (the “Company”). The Subscriber understands that once this Subscription Agreement is completed, it should be returned to the Company at the address set forth above, together with a check or wire transfer for the amount of the subscription.

PARTICIPATION AGREEMENT
Participation Agreement • July 3rd, 2014 • PetroShare Corp. • Crude petroleum & natural gas • Colorado

This Participation Agreement (hereinafter “Agreement”) is made and entered into effective September 30, 2013, by and between PetroShare Corp., hereinafter referred to as “PetroShare”, and U.S. Energy Development Co. (“Participant”).

PARTICIPATION AGREEMENT
Participation Agreement • July 3rd, 2014 • PetroShare Corp. • Crude petroleum & natural gas • Colorado

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").

PARTICIPATION AGREEMENT
Participation Agreement • July 3rd, 2014 • PetroShare Corp. • Crude petroleum & natural gas • Colorado

This Participation Agreement (hereinafter "Agreement") is made and entered into effective November 1, 2013, by and between PetroShare Corp., hereinafter referred to as "PetroShare", and LLOCO L.L.C. ("Participant").

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