Quaterra Resources Inc.: Exhibit 4.2 - Filed by newsfilecorp.com






SERVICE AGREEMENT 

THIS SERVICE AGREEMENT (the “Agreement”) is dated effective the
1st day of April, 2019. 

	BETWEEN: 
	               
                         
         MANEX RESOURCE GROUP INC. 
	               
                         
         1100 – 1199 West Hastings Street 
	               
                         
         Vancouver, BC V6E 3T5 
	  
	               
                         
         (“Manex”) 
	  
	AND: 
	               
                         
         QUATERRA RESOURCES INC. 
	               
                         
         1100 – 1199 West Hastings Street 
	               
                         
         Vancouver, BC V6E 3T5 
	  
	               
                         
         (the “Company”) 


WHEREAS: 

	A. 	
      Manex provides office space, and administrative,
      corporate and other services to the Company;

	 	 
	B. 	
      The parties wish to formalize such arrangement by
      entering into this Agreement on the terms and conditions set out
      herein;



NOW THEREFORE in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto covenant and agree
with the other as follows: 

	1. 	
      APPOINTMENT

	 	 	 
	1.1 	
      The Company hereby appoints Manex and Manex hereby
      accepts such appointment to provide office space, and administrative,
      corporate and other services to the Company.

	 	 	 
	2. 	
      OFFICE ACCOMMODATIONS

	 	 	 
	2.1 	
      Manex agrees to provide to the Company the following
      office space and accommodations (collectively, the “Office
      Accommodations”):

	 	 	 
		(a) 	
      an address, telephone number, meeting and board rooms,
      appropriate furniture, computer equipment and software, telephone,
      copiers, fax, and other reasonable office related equipment; and

	 	 	 
		(b) 	
      dedicated office space, that being the office currently
      in use by Thomas Patton, together with the adjoining office.

	 	 	 
	3. 	
      SERVICES

	 	 	 
	3.1 	
      Manex agrees to provide to the Company the following
      services (collectively, the
“Services”):








		(a) 	
      maintenance of share capital records and liaison with the
      Company’s transfer agent;

	 	 	 
		(b) 	
      maintenance of records for common shares, stock options,
      warrants and exercise of convertible securities such as options and
      warrants;

	 	 	 
		(c) 	
      coordinate annual general meetings; assistance with
      preparation of annual meeting materials inclusive of information circular
      and U.S. Forms 20-F/40-F as applicable;

	 	 	 
		(d) 	
      attending board and/or committee meetings for preparation
      of minutes or resolutions; and

	 	 	 
		(e) 	
      assistance with office administration.

	 	 	 
	3.2 	
      Manex will provide, as requested, corporate strategic and
      contract advice, corporate finance and financing advice, geological,
      corporate development, accounting and administrative services and services
      related to divestiture of the Company’s assets and assistance in equity
      raises relative to maintenance of the subscription book, fund transfers
      and all matters relating to closing of subscription agreements inclusive
      of debt or equity funding agreements (“Specified
  Services”).

	 	 	 
	4. 	
      LEGAL SERVICES

	 	 	 
	4.1 	
      Manex does not provide legal services to the Company and
      the Company agrees to obtain its own legal advice and counsel.

	 	 	 
	5. 	
      REMUNERATION

	 	 	 
	5.1 	
      The Company hereby agrees to pay Manex:

	 	 	 
		(a) 	
      $7,500 per month in advance for Office Accommodations and
      provision of the Services; and

	 	 	 
		(b) 	
      fees for the Specified Services rendered at the rates
      outlined at Schedule “A”.

	 	 	 
	5.2 	
      The Company further agrees to reimburse Manex for the
      actual out-of-pocket expenses and/or disbursements incurred on behalf of
      the Company plus 15% thereof by Manex, its consultants, advisors,
      sub-agents and employees, in connection with the provision of any of the
      services hereunder including, but not limited to, office supplies,
      couriers and filing fees, as well as any tax imposed (other than income
      tax) on any of Manex's fees, out -of- pocket expenses or disbursements
      (collectively, the “Expenses”), PROVIDED ALWAYS THAT Manex will provide to
      the Company receipts or vouchers detailing such Expenses and, if the
      statute implementing any tax imposed obligates Manex to collect and remit
      that tax, Manex shall be at liberty to add that tax to its accounts as a
      separate item AND PROVIDED FURTHER that the Company shall advance from
      time to time and at any time, upon request by Manex, funds sufficient to
      cover anticipated Expenses to be incurred on behalf of the Company, it
      being acknowledged by the Company that, in the absence of such advance,
      Manex may but will not be obligated to cause such Expenses to be incurred
      on behalf of the Company.

	 	 	 
	5.3 	
      The Company agrees to pay Manex for travel time of a
      maximum of eight (8) hours per person per day charged at the rates
      outlined in Schedule “A”.



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	5.4 	
      The Company agrees that it is responsible for all
      business-related taxes including GST and any other applicable taxes and
      acknowledges that the fees set out in Section 5.1 and in Schedule “A” do
      not include business-related taxes.

	 	 
	6. 	
      ACCOUNTS

	 	 
	6.1 	
      Manex will provide the Company with an invoice at the
      beginning of each month for Office Accommodations and Services for that
      month. Manex will provide another invoice for any Expenses and Specified
      Services for the preceding month.

	 	 
	6.2 	
      All invoices are due and payable upon presentation. The
      Company agrees to pay Manex promptly upon receipt of such invoices and
      agrees to pay interest to Manex on the unpaid balance thereof at the rate
      of prime plus 2% per annum calculated from the thirtieth (30th)
      day after receipt of the invoice to the date of payment. Manex may, at its
      option, immediately cease providing services to the Company in the event
      of any non- payment of an account or accrued interest thereon. Manex may,
      without notice in the event of any non-payment of an account or accrued
      interest thereon, pursue any collection remedy available to it at the cost
      of the Company including court costs, filing fees and legal costs on a
      solicitor and his own client basis.

	 	 
	7. 	
      TERMINATION

	 	 
	7.1 	
      Either party may terminate the Agreement with sixty (60)
      days written notice to the other party.

	 	 
	7.2 	
      In the event of default of either party, the
      non-defaulting party may give the defaulting party written notice of
      default which specifies the obligations which the defaulting party has
      failed to perform. If the defaulting party fails to remedy such default
      within thirty (30) days of receiving the notice of default, or such other
      period of time as may be determined by mutual agreement, the
      non-defaulting party may terminate the Agreement by written notice to the
      defaulting party.

	 	 
	8. 	
      NON-DISCLOSURE

	 	 
	8.1 	
      Manex shall not, either during the term of the Agreement
      or within five (5) years after the termination of this Agreement, disclose
      to any person, or make use of itself, any information or trade secrets
      relating to the Company, its business, policies, methods, scientific data,
      information or other private affairs which Manex shall have acquired in
      any manner.

	 	 
	9. 	
      NON-EMPLOYMENT OF MANEX STAFF

	 	 
	9.1 	
      During the term of this Agreement and for a period of
      five (5) years thereafter, the Company shall not hire or otherwise engage
      any employee of Manex, or any person previously employed by Manex within
      one (1) year thereof, without the prior written consent of
Manex.

	 	 
	10. 	
      GENERAL

	 	 
	10.1 	
      The Company represents and warrants to Manex that the
      Company is duly incorporated, validly existing and in good standing under
      the laws of the jurisdiction of its incorporation and has the power and
      capacity to enter into this Agreement and to carry out its terms, and the
      execution and delivery of this Agreement by the Company has been duly and
      validly authorized by all necessary corporate
action.



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	10.2 	
      Manex covenants and agrees to provide the Services
      hereunder in a faithful and diligent manner and to conduct the Services in
      an efficient, trustworthy and business-like manner to the advantage and
      benefit of the Company. 

	  	
      

	10.3 	
      Neither the Agreement nor any rights or benefits arising
      hereunder are assignable without the prior written consent of the other
      party. 

	  	
      

	10.4 	
      Any notices to be given by either party to the other
      shall be well and sufficiently given if delivered personally or by email
      or if sent by double registered mail, postage prepaid, to the parties
      hereto at the respective addresses set out above, or to such other address
      or addresses as the parties hereto may notify to the other from time to
      time in writing. Such notice shall be deemed to have been given at the
      time of delivery, if delivered in person or by email, or forty-eight (48)
      hours from the date of posting if mailed from Vancouver, British Columbia.
      

	  	
      

	10. 5 	
      This Agreement shall be construed and enforced in
      accordance with, and the rights of the parties shall be governed by, the
      laws of the Province of British Columbia and the laws of Canada applicable
      therein. 

	  	
      

	10.6 	
      This Agreement shall enure to the benefit of and be
      binding upon the parties hereto and their respective successors and
      permitted assigns. 



IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written. 

	MANEX RESOURCE GROUP INC. 	 
	 	  	 
	 	/s/ Lawrence Page 	 
	 Per: 		 
	 	Authorized Signatory 	 
	 	  	 
	 	  	 
	QUATERRA RESOURCES INC. 	 
	 	  	 
	 	/s/ Thomas C. Patton 	 
	 Per: 		 
	 	Authorized Signatory 	 


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SCHEDULE “A”


FEES FOR SPECIFIED SERVICES 

	
Position		
Rate (per hour)	
	
Geological Staff		 	
	
      Senior		
$105	
	
      Junior		
$80	
	
Corporate Development		
$100	
	
Corporate Secretarial (Corporate Paralegal)		
$70	
	
Accounting		
$110