0001079973-15-000561 Sample Contracts

Representative's Warrant Agreement
Representative's Warrant Agreement • August 27th, 2015 • PetroShare Corp. • Crude petroleum & natural gas • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AN UNDERWRITER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ANY SUCH UNDERWRITER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

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UNDERWRITING AGREEMENT between
Underwriting Agreement • August 27th, 2015 • PetroShare Corp. • Crude petroleum & natural gas • New York

The undersigned, PetroShare Corp., a corporation formed under the laws of the State of Colorado (the "Company"), hereby confirms its agreement (this "Agreement") with Noble Financial Capital Markets (the "Underwriter" or "Representative") as follows:

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