0001213900-10-002538 Sample Contracts

COMMON STOCK PURCHASE WARRANT
Security Agreement • June 18th, 2010 • Recovery Energy, Inc. • Motor vehicle parts & accessories • Nevada

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Market Development Consulting Group, Inc. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from RECOVERY ENERGY, INC., a Nevada corporation (the “Company”), up to 250,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 18th, 2010 • Recovery Energy, Inc. • Motor vehicle parts & accessories • Colorado

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of this 17th day of June, 2010 by and among Recovery Energy, Inc., a Nevada corporation (the “Company”), and Hexagon Investments, LLC, a Colorado limited liability company, and any assignees or transferees thereof (the “Investor”).

MANAGEMENT CONSULTING AGREEMENT
Management Consulting Agreement • June 18th, 2010 • Recovery Energy, Inc. • Motor vehicle parts & accessories

THIS MANAGEMENT CONSULTING AGREEMENT is made as of the 14th day of June 2010, by and between Market Development Consulting Group, Inc. d/b/a MDC Group ("Consultant"), a Wisconsin corporation with registered agent at Lawdock 411 E. Wisconsin Avenue, Suite 2040, Milwaukee, WI, 53202-4497, and Recovery Energy, Inc., (“Company), a Nevada corporation with principal executive offices located at 1515 Wynkoop St., Suite 200, Denver, Colorado, 80202.

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