EXHIBIT 4.1

















                             SUBSCRIPTION AGREEMENT
                                For Common Shares






                                 T-REX OIL, INC.

                             A COLORADO CORPORATION

                            (Regulation S Compliant)


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                   SUBSCRIPTION AGREEMENT AND REPRESENTATIONS

TO: T-Rex Oil, Inc.

Gentlemen:

         The Subscriber understands that T-Rex Oil, Inc., a Colorado Corporation
(the "Company") is offering 2,800,000 Common Shares ("Common Shares") at a price
of $6,020,000 in the aggregate.

         Subscriber  hereby offers to purchase  2,800,000 Common Shares and upon
acceptance  by  you,  agree  to  become  a  shareholder  of the  Company  and to
contribute  funds to the  Company  as set forth  herein.  In order to induce the
Company to accept this offer, Subscriber advises you as follows:

         (1) RECEIPT OF COPIES OF THE BUSINESS PLAN  CONTAINING  USE OF PROCEEDS
AND  SUCH  OTHER  DOCUMENTS  AS  SUBSCRIBER  HAS  REQUESTED.  Subscriber  hereby
acknowledge  that Subscriber has received the Business Plan documents (as may be
supplemented from time to time) relating to the Company.

         (2) AVAILABILITY OF INFORMATION. Subscriber hereby acknowledge that the
Company  has made  available  to me the  opportunity  to ask  questions  of, and
receive  answers from the Company and any other  person or entity  acting on its
behalf, concerning the contents of the Plan and the information contained in the
corporate documents and to obtain any additional information,  to the extent the
Company possesses such information or can acquire it without unreasonable effort
or expense,  necessary to verify the accuracy of the information provided by the
Company and any other person or entity acting on its behalf.

         (3) REPRESENTATIONS AND WARRANTIES.  Subscriber represents and warrants
to the  Company  (and  understands  that it is  relying  upon the  accuracy  and
completeness  of such  representations  and  warranties in  connection  with the
availability  of an  exemption  for the  offer and sale of the  shares  from the
registration requirements of applicable federal and state securities laws) that:

         (A)  RESTRICTED SECURITIES.

                  (1)  Subscriber  understands  that  the  Shares  have NOT been
registered  under the Securities Act of 1933, as amended (the Act), or any state
securities laws.

                  (2) Subscriber  understands that if its subscription  offer is
accepted  and the Shares are sold to it,  Subscriber  cannot  sell or  otherwise
dispose of the shares  unless  the  shares are  registered  under the Act or the
state securities laws or exemptions  therefrom are available (and  consequently,
that  Subscriber must bear the economic risk of the investment for an indefinite
period of time):

                  (3) Subscriber  understands that the Company has no obligation
now or at any time to register the shares under the Act or the State  securities
laws or obtain exemptions therefrom.

                  (4) Subscriber  understands that the Company will restrict the
transfer of the shares in accordance with the foregoing representations.

         (B)  LEGEND.

                  Subscriber agrees that any certificate representing the shares
will contain and be endorsed with the following, or a substantially  equivalent,
LEGEND:

          "This share  certificate  has been acquired  pursuant to an investment
          representation  by  the  holder  and  shall  not  be  sold,   pledged,
          hypothecated  or donated,  or  otherwise  transferred  except upon the
          issuance  to Company of a  favorable  opinion by its  counsel  and the

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          submission  to the Company of other  evidence  satisfactory  to and as
          required by counsel to the Company;  that any such  transfer  will not
          violate the Securities Act of 1933, as amended,  and applicable  state
          securities laws."

         (C)  AGE:  CITIZENSHIP.

                  Subscriber incorporated in United Kingdom.

         (D)  ACCURACY OF INFORMATION.

                  All information  which  Subscriber has provided to the Company
concerning  its  financial  position and  knowledge  of  financial  and business
matters is correct and complete as of the date set forth at the end hereof,  and
if there should be any material change in such  information  prior to acceptance
of this subscription offer by the Company,  Subscriber will immediately  provide
the Company with such information.

         (5)  OFFERING PROCEDURE.

                  Subscriber understands that this subscription offer is subject
to each of the following terms and conditions:

                  (a) The  Company may reject  this  subscription  offer for any
reason,  and this subscription  offer shall become binding upon the Company only
when accepted, in writing, by the Company.

                  (b)This subscription offer may not be withdrawn by Subscriber.

         (6)  SUITABILITY.  Subscriber hereby warrants and represents:

                  (a)  That  Subscriber  can  afford  a  complete  loss  of  the
investment and can afford to hold the securities  being purchased  hereunder for
an indefinite period of time;

                  (b) That  Subscriber  considers  this  investment  a  suitable
investment, and Subscriber considers itself a sophisticated investor;

                  (c) That  Subscriber has had substantial  prior  experience in
financial matters and investments.

         (7)  RESTRICTIONS.

         This  subscription  is personal to the investor  whose name and address
appear below. It may not be sold, transferred, assigned or otherwise disposed of
to any other person, natural or artificial.

         (8)  CONDITIONS.

                  This subscription shall become binding upon the Company and me
only when accepted, in writing, by the issuer.

         (9) REPRESENTATIONS.

                  (a)  Subscriber  has been furnished and has carefully read the
Company SEC filings and any documents  Subscriber has requested,  including this
Subscription Agreement. Subscriber is aware that:

                         (1)  There  are  substantial   risks  incident  to  the
ownership of shares in the  Company,  and such  investment  is  speculative  and
involves a high degree of risk of loss by Subscriber of its entire investment in
the Company;

                         (2) No  federal or state  agency  has  passed  upon the
Shares or made any  finding or  determination  concerning  the  fairness of this
investment;

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                  (b) Subscriber  acknowledges  that Subscriber has been advised
to consult its own attorney concerning the investment.

                  (c) Subscriber acknowledges that the investment in the Company
is an illiquid investment. In particular, Subscriber recognizes that:

                         (1) Due to restrictions  described  below,  the lack of
any market existing or to exist for these shares, in the event Subscriber should
attempt  to sell its  shares  in the  Company,  its  investment  will be  highly
illiquid and, probably must be held indefinitely.

                         (2)   Subscriber   must  bear  the  economic   risk  of
investment in the shares for an indefinite period of time, since the shares have
not been registered under the Securities Act of 1933, as amended. Therefore, the
shares cannot be offered,  sold,  transferred,  pledged,  or hypothecated to any
person  unless  either  they are  subsequently  registered  under said Act or an
exemption  from such  registration  is available  and the  favorable  opinion of
counsel for the Company to that effect is obtained, which is not anticipated.

                         (3) Its  right to  transfer  its  shares  will  also be
 restricted as provided in this Subscription Agreement.

                  (d)  Subscriber  covenants,  represents  and  warrants  to the
Company that:

                         (1)  Subscriber  has carefully  reviewed and understand
the risks of,  and other  considerations  relating  to, a  purchase  of  shares,
including the risks set forth in this Agreement.

                         (2)  Subscriber and its  investment  advisors,  if any,
have been  furnished  all  materials  relating to the  Company and its  proposed
activities, the offering of shares, or anything set forth in the Plan which they
have  requested and have been afforded the  opportunity to obtain any additional
information   necessary  to  verify  the  accuracy  of  any  representations  or
information set forth in the Plan;

                         (3)  The  Company  has  answered  all  inquiries   that
Subscriber  and its investment  advisors,  if any, have put to it concerning the
Company and its proposed activities and the offering and sale of the Shares;

                         (4) Neither Subscriber nor its investment advisors,  if
any, have been  furnished any offering  literature  other than the Business Plan
and the documents  that may be attached as exhibits  thereto and  Subscriber and
its investment advisors,  if any, have relied only on the information  contained
in the  Business  Plan and such  exhibits and the  information,  as described in
subparagraphs  (b) and (c) above,  furnished  or made  available  to them by the
Company;

                         (5)   Subscriber,   on   behalf   of   a   corporation,
partnership,  trust,  or other  form of  business  entity,  affirm  that:  it is
authorized  and  otherwise  duly  qualified  to purchase  and hold shares in the
Company;  recognize that the  information  under the caption as set forth in (a)
above related to  investments  by an individual and does not address the federal
income tax consequences of an investment by any of the  aforementioned  entities
and have  obtained  such  additional  tax  advice  that  Subscriber  has  deemed
necessary;  such entity has its principal  place of business as set forth below;
and such entity has not been formed for the specific purpose of acquiring shares
in the Company.

                         (6)  Subscriber has adequate means of providing for its
current needs and personal  contingencies and have no need for liquidity in this
investment; and

                  (a) Subscriber hereby adopt,  accept, and agree to be bound by
all the  terms and  conditions  of this  Agreement,  and by all of the terms and
conditions  of the  Articles  of  Incorporation,  and  amendments  thereto,  and
By-Laws.  Upon  acceptance  of  this  Subscription  Agreement  by  the  Company,
Subscriber  shall  become  a  shareholder  for  all  purposes,  and  the  shares
subscribed shall be issued.

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                  (b) The Subscription, upon acceptance by the Company, shall be
binding upon the heirs, executors,  administrators,  successors,  and assigns of
Subscriber.

                  (c) Subscriber  further hereby  represents that Subscriber has
such knowledge and experience in business and financial  matters that Subscriber
is capable of evaluating the Company and proposed activities thereof,  the risks
and merits of  investment  in the Shares  and of making an  informed  investment
decision thereon, and am not utilizing a purchaser  representative in connection
with evaluating such risks and merits.

                  (d) Subscriber has  previously  invested in private  placement
securities (such as stock,  equipment leasing,  mineral,  oil and gas, or cattle
feeding syndications).

                  (e) That Subscriber hereby agrees to indemnify the Company and
hold the Company harmless from and against any and all liability,  damage, cost,
or expense incurred on account of or arising out of:

                         (i)    Any    inaccuracy    in    its     declarations,
representations, and warranties hereinabove set forth;

                         (ii)  The  disposition  of  any  of  the  shares  which
Subscriber   will   receive,    contrary   to   its   foregoing    declarations,
representations, and warranties; and

                         (iii) Any action, suit or proceeding based upon (1) the
claim that said declarations,  representations, or warranties were inaccurate or
misleading or otherwise cause for obtaining damages or redress from the Company;
or (2) the disposition of any of the shares or any part thereof.

                  (f) This Agreement  shall be construed in accordance  with and
governed by the laws of the State of Colorado,  except as to the manner in which
the  subscriber  elects to take title to shares in the  Company  which  shall be
construed in accordance with the Country of its domicile.

                  (g) Subscriber agrees that in no event shall the Subscriber be
allowed or entitled to purchase  shares at a time when the sum of (1) the number
of shares of Common Stock  beneficially  owned by the Holder and its affiliates;
and (2) the  number  of  shares  of Common  Stock  issuable  upon the  purchaser
hereunder with respect to which the determination of this proviso is being made,
would result in  beneficial  ownership by the Holder and its  affiliates of more
than  4.99% of the  outstanding  shares of Common  Stock.  For  purposes  of the
proviso to the immediately  preceding  sentence,  beneficial  ownership shall be
determined in accordance  with Section 13(d) of the  Securities  Exchange Act of
1934, as amended and Regulations 13D-G thereunder.

         (10) SUBSCRIPTION FOR SHARES.

Number of Shares subscribed for: 2,800,000

Total consideration:  $6,020,000.00 payable in  increments   with  delivery  of
                      certificates as increments are paid.

Subscriber:
         Name (please print)         NRC HOLDING, LTD

         A United Kingdom corporation registered under the Companies Act.

         Address:                    Bruningstrasse 23

         (including Postal Code)     D - 21614 Buxtehude

         Phone                      (0049) 172 450 31 27

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         (11) TITLE. Subscriber will hold title to its interest as follows:

                  NRC Holding LTD. (associated company)

         12. REGULATION S COMPLIANCE. A) Subscriber agrees and warrants that the
offer and sale of the securities by the Company,  the Purchaser,  a distributor,
any of their respective affiliates, or any person acting on behalf of any of the
foregoing, shall be deemed to occur outside the United States within the meaning
of CFRss.230.901, if

         (1) The offer or sale is made in an off-shore transaction;

         (2) No directed  selling  efforts are made in the United  States by the
issuer, a distributor,  any of their respective affiliates, or any person acting
on behalf of any of the foregoing.

         (b) Purchaser further agrees that:

         (1) the  offer  or  resale  of the  securities,  if made  prior  to the
expiration of a  distribution  compliance  period (in six months),  shall not be
made to a U.S. person or for the account or benefit of a U.S. person (other than
a distributor);

         (2) the  offer  or  resale  of the  securities,  if made  prior  to the
expiration of a six month  distribution  compliance  period, is made pursuant of
the following conditions:

                  (a) The purchaser of the securities (other than a distributor)
certifies  that it is not a U.S.  person and is not acquiring the securities for
the  account  or benefit of any U.S.  person or is a U.S.  person who  purchased
securities in a transaction that did not require registration under the Act;

                  (b) The  purchaser  of the  securities  agrees  to  sell  such
securities   only  in  accordance  with  the  provisions  of  Regulation  S  CFR
(ss.230.901 through ss.230.905 and Preliminary Notes),  pursuant to registration
under the Act, or pursuant to an  available  exemption  from  registration;  and
agrees  not to engage in hedging  transactions  with  regard to such  securities
unless in compliance with the Act;

                  (c) The  securities  shall contain a legend to the effect that
transfer  is  prohibited  except  in  accordance  with  the  provisions  of this
Regulation S (ss.230.901 through ss.230.905, and Preliminary Notes), pursuant to
registration  under  the  Act,  or  pursuant  to  an  available  exemption  from
registration;  and that hedging transactions  involving those securities may not
be conducted unless in compliance with the Act;

                  (d) The issuer is required,  either by contract or a provision
in its bylaws,  articles,  charter or comparable document, to refuse to register
any transfer of the  securities  not made in accordance  with the  provisions of
Regulation  S, CFR  (ss.230.901  through  ss.230.905,  and  Preliminary  Notes),
pursuant to  registration  under the Act, or pursuant to an available  exemption
from registration;

                  (e) Each distributor  selling  securities to a distributor,  a
dealer (as defined in section 2(a)(12) of the Act (15 U.S.C.  77b(a)(12)),  or a
person receiving a selling concession,  fee or other remuneration,  prior to the
expiration of distribution  compliance period in the case of equity  securities,
sends a confirmation or other notice to the purchaser stating that the purchaser
is  subject  to the same  restrictions  on  offers  and  sales  that  apply to a
distributor.

         (c)  Purchaser  further  agrees:  These  securities,  if  acquired by a
repurchase  or a  distributor,  or  any  of  their  respective  affiliates  in a
transaction subject to the conditions of CFR ss.230.901 or ss.230.903 are deemed
to be "restricted securities" as defined in ss.230.144.  Re-sales of any of such
restricted  securities by the offshore purchaser must be made in accordance with
this Regulation S (ss.230.901  through  ss.230.905,  and Preliminary Notes), the
registration requirements of the Act or any exemption therefrom. Any "restricted
securities," as defined in ss.230.144,  that are equity securities of a domestic
issuer will continue to be deemed to be restricted  securities,  notwithstanding
that they were acquired in a resale  transaction  made pursuant to ss.230.901 or
ss.230.904.

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         IN WITNESS  WHEREOF,  subject to acceptance by the Company,  Subscriber
has completed this  Subscription  Agreement to evidence its  Subscription as set
forth   hereinabove  for  2,800,000  shares  of  restricted  common  stock,  and
Subscriber  shall remit  payments by wire  transfer  or check in  increments  of
$250,000  hereafter  until June 30,  2015 for  restricted  Common  Shares.  This
subscription shall expire on June 30, 2015 if not fully paid by such date.

Dated: April 26, 2015

NRC HOLDING LTD.

/s/Norbert Remer
-----------------------------------
Subscriber


Mailing Address for Shareholder Records:

Bruningstra(beta)e 23
D-21614 Buxtehude (Germany)

Email: Norbert.remer@t-online.de


Accepted:

T-REX OIL, INC.



By: /s/ Don Walford
------------------------------------
Don Walford, Chief Executive Officer

Date: April 26, 2015























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