Exhibit
10.2


STRATEX
OIL & GAS HOLDINGS, INC.


STOCK
OPTION AGREEMENT


This
Stock Option Agreement (this "Agreement") is effective as of August 8, 2014 (the "Option Grant Date") by and
between Stratex Oil & Gas Holdings, Inc., a Colorado corporation (the "Company") and Matthew S. Cohen, an individual
residing in the State of New York (the "Optionee"). The Optionee and the Company hereby agree as follows:


1.
Grant. The Company hereby grants to the Optionee an option (the "Option")
to purchase up to an aggregate of 2,000,000 shares of the Company's common stock (the "Optioned Shares") at an exercise
price of $0.30 per Optioned Share (the "Exercise Price").


2.
Term. The Option granted hereby shall terminate no later than at the close of business on August 8, 2019 (the "Termination
Date").


3.
Exercisability. (a) This Option is granted in connection with that certain Employment
Agreement of even date herewith between the Company and the Optionee (the "Employment Agreement"). Subject to the terms
of the Employment Agreement, the Optionee may, prior to the Termination Date, exercise this Option for such number of Optioned
Shares set forth below:


 


	Vesting
Date	 	No. of Optioned Shares
	August
8, 2014	 	1,000,000
	August
8, 2015	 	500,000
	August
8, 2016	 	500,000



 





(b)
Notwithstanding the foregoing, subject to the terms of the Employment Agreement, upon the termination of Optionee’s employment
with the Company, the Optionee shall have the right to exercise this Option only for such number of Optioned Shares that shall
have vested as of that date. Moreover, the Optionee shall have six (6) months from the cessation of his employment with the Company
to exercise this Option for the number of Optioned Shares that vested hereunder.


4.
 Procedure for Exercise.


(a)
Notice. The Optionee may exercise the Option at any time with respect to all or
any part of the number of Optioned Shares which have vested by giving the Secretary of the Company written notice of intent to
exercise. The notice of exercise shall specify the number of Optioned Shares as to which the Option is to be exercised and the
date of exercise thereof, which date shall be at least five days after the giving of such notice unless an earlier time shall
have been mutually agreed upon.


 




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(b)              
Payment of Exercise Price. Full payment (in U.S. Dollars) by the Optionee of the
Exercise Price for the Optioned Shares purchased shall be made on or before the exercise date specified in the notice of exercise
in cash, or, with the prior written consent of the Board, in whole or in part through the surrender of previously acquired shares
of common stock (valued at their fair market value on the exercise date). If the Optionee fails to pay for any of the Optioned
Shares specified in such notice or fails to accept delivery thereof, the Optionee's right to purchase such Optioned Shares may
be terminated by the Company. The date specified in the Optionee's notice as the date of exercise shall be deemed the date of
exercise of the Option, provided that payment in full for the Optioned Shares to be purchased upon such exercise shall have been
received by such date.


In
addition to the method of payment set forth above, provided that the Company's common stock is either registered on a national
securities exchange or quoted by the NASDAQ at the time of exercise, Optionee shall have the right to exercise this Option in
full or in part by delivering written notice to the Company, and Optionee shall receive the number of Optioned Shares equal to
the product of (x) the number of Optioned Shares as to which this Option is being exercised, multiplied by (y) a fraction, the
numerator of which is the Market Price (defined below) of the Company's common stock minus the Exercise Price of the Optioned
Shares and the denominator of which is the Market Price of the Company's common stock. As used in this Agreement, the phrase "Market
Price" at any date shall be deemed to be the last reported sale price, or, in case no such reported sale takes place on such
day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by
the principal securities exchange on which the Company's common stock is listed or admitted to trading, or, if the common stock
is not listed or admitted to trading on any exchange, the average closing sale price as furnished by the NASD through The NASDAQ
Stock Market, Inc. ("NASDAQ").


(c)               
Other Limitations on Exercise. The obligation of the Company to deliver shares
of common stock upon the exercise hereof shall be subject to the condition that if at any time the Company's Board of Directors
shall determine in its sole discretion that the listing, registration or qualification of the Option or the Optioned Shares upon
any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the grant of this Option or the issuance or purchase of stock
hereunder, then this Option may not be exercised in whole or in part unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors.


5.
  Adjustment of and Changes in Stock of Company. If the Company at any time after
the Option Grant Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced and the number of shares of Common Stock obtainable upon exercise of this Option will be proportionately
increased. If the Company at any time after the Option Grant Date combines (by combination, reverse stock split or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately
prior to such combination will be proportionately increased and the number of Optioned Shares issuable upon exercise of this Option
will be proportionately decreased. Any adjustment under this Section 5 shall become effective at the close of business on the
date the subdivision or combination becomes effective.


 






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6.     Non-Transferability
of Option. During the Optionee's lifetime, this Option shall be exercisable only by the Optionee or any guardian or
legal representative of the Optionee, and the Option shall not be transferable except, in case of the death of the Optionee, by
will or the laws of descent and distribution, nor shall the Option be subject to attachment, execution or other similar process.
In the event of (a) any attempt by the Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of this Option,
except as provided for herein, or (b) the levy of any attachment, execution or similar process upon the rights or interest hereby
conferred, the Company may terminate the Option by notice to the Optionee and it shall thereupon become null and void.


7.      Restrictions
on Underlying Stock. The shares of common stock issuable upon exercise of this Option may not be sold, pledged, hypothecated,
transferred or assigned in the absence of an effective registration statement for the securities under the applicable federal
and state securities laws or an opinion of counsel satisfactory to the Company to the effect that such registration is not required
thereunder.


8.      "Piggy-Back" Registration Rights. If at any time commencing on the first
anniversary of the date hereof and expiring five (5) years hereafter, the Company proposes to register any of its securities under
the Securities Act of 1933 (other than in connection with an initial public offering or in connection with a Form S-8), then the
Company shall afford the Optionee the opportunity to include for sale in such registration statement, shares of common stock acquired
by the Optionee upon the exercise of this Option, provided however, that if the Company's underwriter shall advise the Company
in writing that in its opinion the number of shares to be included in such registration is too large, then the Company will include
only such number of Optioned Shares as such underwriter shall so advise.


9.     Nonqualified Option. The Option granted hereby shall be treated as a nonqualified
stock option and not as an incentive stock option under the Internal Revenue Code.


10.   No
Rights as Stockholder. Neither the Optionee nor any personal representatives shall be, or shall have any of the rights
and privileges of, a stockholder of the Company with respect to any shares of common stock purchasable or issuable upon the exercise
of this Option, in whole or in part, prior to the date of exercise of this Option in accordance with the provisions hereof.


11.   Successors
and Assigns. This Option shall not be assignable by the Optionee without the prior consent of the Company, which shall
not be unreasonably withheld. This Option shall be binding upon the successors and assigns of the Company, and shall be expressly
assumed by any successor to the Company pursuant to a merger in which the Company is not the surviving entity.


 






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12. 
Miscellaneous. This Option and any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is
sought. This certificate is deemed to have been delivered in the State of New York and shall be construed and enforced in
accordance with and governed by the laws of such State. The headings in this Stock Option Agreement are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.


	 	STRATEX OIL & GAS HOLDINGS, INC.
	 	 
	 	By: 	/s/ Stephen Funk
	 	 	Stephen Funk
Chief Executive Officer
	 	 	 
	 	 	/s/ Matthew S. Cohen
	 	 	MATTHEW S. COHEN



 


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