EXHIBIT B REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks • Washington
This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of July ___ 2006, by and among Daybreak Oil and Gas, Inc., a corporation (the "COMPANY"), and the investors signatory hereto (each a "INVESTOR" and collectively, the "INVESTORS").
PLACEMENT AGENT AGREEMENT June 28, 2006Placement Agent Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks • Colorado
The Company proposes to offer and sell to qualified investors Units (“Units”) of the Company's securities at an offering price of $3.00 per Unit, and on terms as set forth herein. Each Unit is comprised of the one share of the Company’s convertible preferred stock (“Preferred Stock”) and two warrants (“Warrant”) to purchase a share of Common Stock. As used in this Agreement, the term "Memorandum" refers to a Private Placement Memorandum dated June 28, 2006.
EMPLOYMENT AGREEMENTEmployment Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks • Washington
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into effective the 1st day of March, 2007, between Daybreak Oil and Gas Inc., a Washington corporation (“Daybreak”, "Employer", “Company”) and Bennett W. Anderson, ("Employee").
EXHIBIT ASubscription Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks
The undersigned (the "Subscriber") hereby tenders this subscription for the purchase of units ("Units" or the "Securities") consisting of shares of common stock ("Shares") of Daybreak Oil & Gas, Inc. (the "Company") and warrants to purchase Shares. The Units are described in the Company's Private Placement Memorandum dated June 30,2006 (the "Memorandum"). The Subscriber understands that a subscription for the Securities may be rejected for any reason and that, in the event that this subscription is rejected, the funds delivered herewith will be promptly returned, without interest thereon or deduction therefrom. By execution below, the Subscriber acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with their obligations under applicable securities laws.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks • Washington
This Consulting Services Agreement (“Agreement”) is entered into effective the 1st day of March, 2007, by and between Daybreak Oil and Gas, Inc., (“Daybreak”), a Washington corporation, and Jeffrey R. Dworkin located in Calgary, Alberta, Canada.
CONSULTING SERVICES AGREEMENT DAYBREAK MINES, INC. AND ANMAC ENTERPRISES INC.Consulting Services Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks
This Agreement is made effective the 1st day of March 2005, between DayBreak Mines, Inc. (the “Company”) and AnMac Enterprises Inc. (the “Consultant”) located at 1496 Bramwell Road, West Vancouver B.C. Canada V7 2N9
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks • Washington
This Consulting Services Agreement (“Agreement”) is made as of the 1st day of March, 2007 to the 28th day of February, 2008, by and between Daybreak Oil and Gas, Inc., (“Daybreak”), a Washington corporation, and Michael J. Hooper, an individual.
Daybreak Oil and Gas, Inc. Off: (509) 232-7674 Fax: (509) 455-8483 OFFICE LEASE AGREEMENT BETWEEN: TERRANCE J. DUNNE & ASSOCIATES INC. (The Tenant) AND DAYBREAK OIL AND GAS, INC. (The Subtenant)Office Lease Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks
WHEREAS, the Tenant leases a total of 3,136 rentable square feet from Joshua Green Corporation (The Landlord) pursuant to a Lease Renewal and Modification Agreement for the term commencing on May 1, 2007 and ending on April 30, 2008;
Daybreak Oil and Gas, Inc. Off: (509) 232-7674 Fax: (509) 455-8483 CONSULTING SERVICES AGREEMENT BETWEEN: DAYBREAK OIL AND GAS, INC. (The Company) AND MICHAEL J. HOOPER (The Consultant)Consulting Services Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks
WHEREAS, the Company desires to be assured of the association and services of the Consultant in order to avail itself of the Consultant’s experience, skills, abilities, knowledge and background as an accounting and accounting systems analyst and is therefore willing to engage the Consultant upon the terms and conditions set forth herein.
CONSULTING SERVICES AGREEMENT BETWEEN:Consulting Services Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks
WHEREAS, the Company desires to be assured of the association and services of the Consultant in order to avail itself of the Consultant's experience, skills, abilities, knowledge and background as an public oil and gas industry executive and to advise the Company in public oil and gas industry business and/or financial matters and is therefore willing to engage the Consultant upon the terms and conditions set forth herein.
CONSULTING SERVICES AGREEMENT DAYBREAK MINES, INC. AND ERIC L. MOEConsulting Services Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks
This Agreement is made effective the 1st day of March 2005, between DayBreak Mines, Inc. (the “Company”) and Eric L. Moe (the “Consultant”) located at 8305 North Colton Place, Spokane, WA. 99208
Daybreak Oil and Gas, Inc. Off: (509) 232-7674 Fax: (509) 455-8483 OFFICE LEASE AGREEMENT BETWEEN: TERRANCE J. DUNNE & ASSOCIATES INC. (The Tenant) AND DAYBREAK OIL AND GAS, INC. (The Subtenant)Office Lease Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks
WHEREAS, the Tenant leases a total of 3,136 rentable square feet from Joshua Green Corporation (The Landlord) pursuant to a Lease Renewal and Modification Agreement (Schedule “A”) dated April 27, 2006 at a rental rate of $16.00 per square foot for the term commencing on May 1, 2006 and ending on April 30, 2007;
CONSULTING AGREEMENTConsulting Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks • Washington
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington and the parties agree to attorn to the jurisdiction of the courts of the State of Washington.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 21st, 2007 • Daybreak Oil & Gas Inc • Blank checks • Washington
This Consulting Services Agreement (“Agreement”) is made as of the __2nd day of January, 2007 to the _29th day of February, 2008, by and between Daybreak Oil and Gas, Inc., (“Daybreak”), a Washington corporation, and Timothy R. Lindsey, doing business as Lindsey Energy and Natural Resources (“Consultant”), 18331 Langsbury Drive, Houston, Texas 77084.
