0001213900-12-001237 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 21st, 2012 • Recovery Energy, Inc. • Crude petroleum & natural gas • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 19, 2012, between Recovery Energy, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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Sixth Amended and Restated Employment Agreement
Employment Agreement • March 21st, 2012 • Recovery Energy, Inc. • Crude petroleum & natural gas • Colorado

Sixth Amended and Restated Employment Agreement (this "Agreement") dated as of March 14, 2012 by and between Recovery Energy, Inc a Nevada corporation (the "Company"), and Roger A. Parker (the “Executive”).

8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE FEBRUARY 8, 2014
Convertible Security Agreement • March 21st, 2012 • Recovery Energy, Inc. • Crude petroleum & natural gas • New York

THIS 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of Recovery Energy, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 1515 Wynkoop Street, Suite 200, Denver, Colorado, 80202, designated as its 8% Senior Secured Convertible Debenture due February 8, 2014 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

SECOND AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURE
8% Senior Secured Convertible Debenture • March 21st, 2012 • Recovery Energy, Inc. • Crude petroleum & natural gas • New York

This Amendment (“Amendment”), made as of March 19, 2012, by and between Recovery Energy, Inc., a Nevada corporation (the “Company”), and each holder identified on the signature page hereto (the “Holders”), amends those certain 8% Senior Secured Convertible Debentures due February 8, 2014 of the Company, as previously amended December 16, 2011 (“Debentures”). Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

AMENDMENT TO CREDIT AGREEMENT (First Credit Agreement)
Credit Agreement • March 21st, 2012 • Recovery Energy, Inc. • Crude petroleum & natural gas

This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated March 15, 2012 (the “Effective Date”), is between Recovery Energy, Inc., a Nevada corporation (“Borrower”), and Hexagon, LLC, a Colorado limited liability company, formerly known as Hexagon Investments, LLC (“Lender”).

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