O & G ENERGY PARTNERS, LLC Austin, Texas 78746 Telephone: (512) 327-6122 Facsimile: (512) 327-9626 June 11, 2009Exchange Option Agreement • June 16th, 2009 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas • Texas
When executed by you on behalf of Daybreak Oil and Gas, Inc. (“Daybreak”), in the space provided below, this letter shall constitute the agreement between Daybreak, O & G Energy Partners, LLC (“O & G”) and San Joaquin Investments, Inc. (“San Joaquin”), by which O & G and San Joaquin may acquire a 25% working interest in Daybreak’s leasehold position in the East Slopes Project in exchange for certain cash payments, the delivery of a production payment interest, and the assignment to Daybreak of a 25% interest in certain oil and gas leases and option agreements held by O & G and San Joaquin in the vicinity of the East Slopes Project. Daybreak, O & G and San Joaquin are sometimes collectively referred to herein as the “Parties”, and individually as a “Party”.
