0001515971-14-000245 Sample Contracts

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • May 29th, 2014 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • New York

This SHARE EXCHANGE AGREEMENT (this “Agreement”) is made as of May 19, 2014 by and among DAYBREAK OIL AND GAS, INC., a Washington corporation (the “Company”), and MAXIMILIAN INVESTORS LLC, a Delaware limited liability company (the “Shareholder”).

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FIRST AMENDMENT TO WARRANT AGREEMENT
Warrant Agreement • May 29th, 2014 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • New York

This FIRST AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is dated as of February 14, 2014, between DAYBREAK OIL AND GAS, INC., a Washington corporation with its chief executive offices located at 601 W. Main Ave., Suite 1017, Spokane, Washington 99201 (the “Company”), and MAXIMILIAN INVESTORS LLC, a Delaware limited liability company with an address of 152 West 57th Street, 54th Floor, New York, New York 10019 (together with any successors or assigns, the “Subscriber”).

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