EXHIBIT 4.37



JOINT
DEVELOPMENT AGREEMENT



THIS JOINT DEVELOPMENT
AGREEMENT (“Agreement”) is dated as of April 11, 2014 (the “Execution Date”), by and among Quadrant
Resources LLC, a Florida limited liability company (“Participant”), Eagleford Energy, Zavala Inc., a Nevada corporation
(“EEZ”), and Stratex Oil & Gas Holdings, Inc., a Colorado corporation (“Stratex”). Each of Participant,
EEZ, and Stratex may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.



RECITALS



WHEREAS, EEZ and Stratex
are the owners of the Matthews Lease (as defined herein), covering approximately 2,629.42 acres of land in Zavala County, Texas;



WHEREAS, Participant
desires to acquire from EEZ and Stratex assignments of certain interests in the Matthews Lease in consideration of its performance
of the Hydrocarbon drilling and reworking operations on the Matthews Lease described herein as the Phase I Work Program; and



WHEREAS, Participant
is willing to select, define, and fully describe each of the components of the Phase I Work Program and is willing to bear and
pay one hundred percent (100%) of all costs and expenses incurred in the performance of, but does not wish to serve as operator
with respect to, the Phase I Work Program;



WHEREAS, Stratex is
the operator of record of the Matthews Lease and is willing to serve as operator, on behalf and at the direction of Participant,
with respect to the Phase I Work Program, and Stratex and EEZ are willing to convey to Participant such interests in the Matthews
Lease upon the Completion of the Phase I Work Program, subject to and in accordance with the terms of this Agreement.



NOW, THEREFORE, for
and in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:



ARTICLE
I

DEFINITIONS AND INTERPRETATION



1.1       	Defined
Terms. In addition to the terms defined in the introductory paragraph
and the Recitals of this Agreement, for purposes hereof, the capitalized expressions and terms set forth in Schedule 1.1shall have the meanings set forth therein, unless expressly indicated otherwise. Other terms may be defined elsewhere in this Agreement
and shall, for purposes hereof, have the meanings so specified, unless expressly indicated otherwise.



1.2       		References.
The words “hereby,” “herein,” “hereinabove,” “hereinafter,” “hereinbelow,”
“hereof,” “hereto,” “hereunder,” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular article, section, or provision of this Agreement. References in this
Agreement to articles, sections, exhibits, or schedules are to such articles, sections, exhibits, or schedules of this Agreement
unless otherwise specified.



1.3	       	Articles
and Sections. This Agreement, for convenience only, has been divided
into articles and sections. The rights and other legal relations of the Parties shall be determined from this Agreement as an entirety
and without regard to the aforesaid division into articles and sections and without regard to headings prefixed to such articles
and sections.



1.4          Number
and Gender. Whenever the context requires, reference herein made to a single number shall be understood to include the plural;
and likewise, the plural shall be understood to include the singular. Words denoting sex shall be construed to include the masculine,
feminine, and neuter, when such construction is appropriate; and the words “include”, “includes”, and
“including” shall mean, in each case, “include, without limitation”, “includes, without limitation”,
and “including, without limitation.” Specific enumeration shall not exclude the general but shall be construed as
cumulative. Definitions of terms defined in the singular or plural shall be equally applicable to the plural or singular, as applicable,
unless otherwise indicated.



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ARTICLE
IICASH CONSIDERATION



As part of the consideration
to be provided by Participant pursuant to this Agreement, Participant agrees to pay to EEZ, in cash in currency of the United
States, the sum of THREE HUNDRED SIXTY THOUSAND AND NO/100 DOLLARS (U.S. $360,000.00) (the “Cash Consideration”).
The Cash Consideration shall be payable by Participant to EEZ as follows: (a) $100,000.00, concurrently with the execution
of this Agreement; (b) $65,000.00, on July 8, 2014; (c) $65,000.00, on October 6, 2014; (d) $65,000.00, on January
5, 2015; and (e) $65,000.00, on April 6, 2015; provided, however, that if Participant becomes entitled to receive the Conveyance
under Section 5.2, Participant shall pay to EEZ, prior to the execution and delivery of the Conveyance, all installments of the
Cash Consideration then outstanding. All payments shall be made by bank wire transfer of immediately available funds to an account
designated by EEZ to Participant. Stratex shall not participate in the Cash Consideration.



ARTICLE
III

PHASE I WORK PROGRAM



3.1           Matters
Related to Title.



(a)          Stratex
and EEZ represent and warrant, jointly and severally, to Participant that Stratex and EEZ have Defensible Title to an undivided
eighty-five percent (85%) Working Interest and not less than an undivided sixty-three and seventy-five one hundredths percent
(63.750%) Net Revenue Interest in the Matthews Lease, insofar only as the Matthews Lease covers and includes the Surface-San Miguel
Interval. Stratex and EEZ also represent and warrant, jointly and severally, to Participant that Stratex and EEZ are contractually
entitled, under the terms of the Full Settlement, Release, and Indemnity Agreement, to receive a reconveyance of an undivided
fifteen percent (15%) Working Interest in the Matthews Lease (the “Reconveyance Interest”). For purposes of this Agreement,
the Matthews Lease, with respect to all of the lands covered thereby, but INSOFAR ONLY AS the Matthews Lease covers and includes
the Surface-San Miguel Interval underlying such lands, shall be referred to as the “Development Area”. The representation
and warranty contained in this Section 3.1(a) shall terminate on the effective date of the Conveyance.



(b)          Prior
to the Execution Date, Stratex and EEZ have provided to Participant copies of (i) the Original Title Opinion dated July 24,
2010, prepared by Winstead for Dyami Energy LLC and Gottbetter Partners, LLP, covering title to 1,380 acres of land out of the
2,629.42 acres covered by the Matthews Lease described therein, as of July 1, 2010, at 5:00 p.m., and (ii) the Title Report
dated April 30, 2010, prepared by Winstead for Dyami Energy LLC and Gottbetter Partners, LLP, covering certain matters specified
therein relating the title to such 2,629.42 acres of land. Stratex, in coordination with Participant, shall be responsible for
causing to be conducted all additional title examinations, and obtaining all additional title opinions, required, in the reasonable
judgment of Stratex, in connection with the Phase I Program. Stratex and EEZ shall bear and pay all costs and expenses incurred
in connection with all such additional title examination and title opinions in accordance with arrangements between Stratex and
EEZ separate from this Agreement.



(c)          The
right of Stratex and EEZ to execute and deliver the Conveyance to Participant is expressly conditioned upon the acquisition by
Stratex and EEZ of the consent to the Conveyance of the lessors under the Matthews Lease. Participant agrees to provide to Stratex
and EEZ reasonable cooperation and assistance in obtaining such consent. If Participant becomes entitled to receive the Conveyance
under Section 5.2, Stratex and EEZ shall nonetheless have no obligation to execute and deliver the Conveyance to Participant unless
and until the required consent thereto is obtained from the lessors under the Matthews Lease. Notwithstanding the absence of such
consent, Participant shall remain entitled contractually to all of its rights and interests, and contractually responsible for
the performance and discharge of its obligations and Liabilities, under this Agreement and the Operating Agreement.



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(d)          The
Parties acknowledge that: (i) pursuant to Paragraph 3.J of the Matthews Lease, the lessee thereunder is obligated to pay to the
lessors, from time to time as provided therein during the term of the Matthews Lease, a “Minimum Royalty Payment”
(as defined in the Matthews Lease) of up to $850,000.00 annually (the “Minimum Royalty Amount”); (ii) prior to the
execution of this Agreement, Stratex and EEZ have paid to the lessors under the Matthews Lease other amounts owed under the Matthews
Lease equal to, in the aggregate, $390,000.00; and (iii) pursuant to Paragraph 3.J(2) of the Matthews Lease, such amounts paid
by Stratex and EEZ shall be credited against the Minimum Royalty Amounts due or to become due under the terms of the Matthews
Lease. Stratex, as Operator, shall be responsible for remitting such Minimum Royalty Payments to the lessors under the Matthews
Lease in a timely manner. Within five (5) Business Days after its receipt of notice from Stratex requesting payment, Participant
shall reimburse Stratex and EEZ for thirty-three and one third percent (33.3333%) of the amounts of all Minimum Royalty Payments,
including the Minimum Royalty Payment of $153,333.00 paid on April 10, 2014, that become due under the Matthews Lease on and after
April 10, 2014, until Participant becomes entitled to receive the Conveyance under Section 5.2. All Minimum Royalty Payments
that become due under the Matthews Lease after Participant becomes entitled to receive the Conveyance under Section 5.2 shall
be borne and paid by the Parties in the proportions of fifty percent (50%) by Participant and twenty-five percent (25%) by each
of Stratex and EEZ. All other Lease Maintenance Payments that may become due under the Matthews Lease (x) prior to Participant
becoming entitled to receive the Conveyance under Section 5.2, shall be borne fifty percent (50%) by each of Stratex and EEZ and
(y) after Participant thus becomes entitled to the Conveyance, shall be borne fifty percent (50%) by Participant and twenty-five
percent (25%) by each of Stratex and EEZ.



3.2           Scope
of Phase I Work Program. During the Phase I Period, Stratex, as Operator, shall conduct, or cause to be conducted, the following
operations on the Development Area on behalf and at the direction of Participant (collectively, the “Phase I Work Program”):



(a)          Stratex,
on behalf and at the direction of Participant, shall drill, or cause to be drilled, three (3) Hydrocarbon wells (each, a “Drilled
Phase I Well”), either horizontally or vertically, in Participant’s discretion in consultation with Stratex, at legal
locations on the Development Area selected by Participant in consultation with Stratex, to a total vertical depth (and, if applicable,
a horizontal displacement) sufficient to test the San Miguel Formation. Stratex, on behalf and at the direction of Participant,
shall thereupon log, core, and test each Drilled Phase I Well and perform either Well Completion Operations and Equipping Operations
therein or, subject to the terms of Section 3.5, Abandonment Operations therein, all as provided herein.



(b)          Stratex,
on behalf and at the direction of Participant, shall also conduct, or cause to be conducted, Reworking Operations in the Dyami/Matthews
No. 3V Well and four (4) other temporarily abandoned or plugged and abandoned Hydrocarbon wells located on the Development Area
selected by Participant in consultation with Stratex (each, a “Reworked Phase I Well”), with the objective of obtaining,
re-establishing, or enhancing Hydrocarbon production from the San Miguel Formation through such Reworked Phase I Well. If such
Reworking Operations successfully achieve, re-establish, or enhance Hydrocarbon production from a Reworked Phase I Well, Stratex,
on behalf and at the direction of Participant, shall take such steps as would a reasonably prudent operator to cause such Reworked
Phase I Well to commence Hydrocarbon production, including the performance of Well Completion Operations and Equipping Operations
therein to the extent necessary. If such Reworking Operations fail to obtain or re-establish Hydrocarbon production from such
Reworked Phase I Well, then subject to the terms of Section 3.5, Stratex, on behalf and at the direction of Participant, shall
perform Abandonment Operations in such Reworked Phase I Well.



(c)          Each
Drilled Phase I Well and Reworked Phase I Well may be referred to herein, individually, as a “Phase I Well” and, collectively,
the “Phase I Wells”.



(d)          During
the Phase I Period, the Parties may, by the agreement of all Parties, elect to modify the number of Drilled Phase I Wells and Reworked
Phase I Wells comprising the Phase I Work Program, depending upon the performance of each Phase I Well.



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3.3           Undertakings
of Stratex and Participant.



(a)          Stratex
will cause all Phase I Operations presented to it by Participant pursuant to Section 3.3(d) to be prosecuted with diligence and
in a workmanlike manner consistent with the practices of a reasonably prudent operator and in compliance with all applicable Laws
and the terms of the Matthews Lease, this Agreement, the Operating Agreement (to the extent not inconsistent or in conflict with
the terms of this Agreement), and the Surface Use Agreement; provided, however, that in no event shall Stratex have any Liability
to any other Party in its capacity as Operator hereunder for Liabilities sustained or incurred that arise out of or result from
Stratex’s conduct of operations on the Development Area during the Phase I Work Program, except for Liabilities sustained
or incurred as the result of or arising out of the gross negligence, intentional torts, or willful misconduct of Stratex.





(b)          Stratex
shall conduct the operations included in the Phase I Work Program as an independent contractor and under the management, direction,
and control of Stratex in accordance with the terms hereof, except to the extent otherwise provided herein. Participant shall provide
general direction only with respect to the definition, description, and planning of each Phase I Operation but shall not have the
right at any time to provide direct supervision, management, or control of Stratex’s individual servants or employees in
the performance of the individual components of such Phase I Operations. The specific manner, means, and method of performing all
Phase I Operations shall be under the control of Stratex. Neither Stratex nor anyone employed by Stratex shall be deemed to be
an employee, agent, attorney-in-fact, servant, or representative of Participant. Stratex’s agreement to serve as Operator
on behalf and at the direction of Participant during the Phase I Work Program shall terminate when Stratex Completes its performance
of the Phase I Operations required hereunder to be performed in the eighth (8th), and last, Phase I Well as part of
the Phase I Work Program.



(c)          Stratex
and EEZ shall supply to Participant currently-owned reservoir, geological, well logging, and production data to assist in the determination
of the location and details for the Phase I Work Program.



(d)          Prior
to commencing each Phase I Operation, Participant shall provide to Stratex and EEZ (i) a written notice identifying (A) the Phase
I Operation to be performed, (B) the Phase I Well to be drilled, re-entered, or reworked, and (C) in the case of a Drilled
Phase I Well, (1)  whether the proposed Drilled Phase I Well will be a vertical or horizontal well, (2) the surface location
of such Drilled Phase I Well, and (3) the anticipated total vertical depth (which shall, in all events, penetrate the San Miguel
Formation) and (if applicable) horizontal displacement of such Drilled Phase I Well and the location of the terminus of the horizontal
wellbore, and (ii) an AFE setting forth the estimated costs and expenses to be incurred (based on a 100% Working Interest) in connection
with the proposed Phase I Operation. If the proposed Phase I Operation is a Drilling Operation, such AFE shall include the estimated
costs for the Drilling Operation as well as the Well Completion Operations and Equipping Operations that may be conducted in or
with respect to such Drilled Phase I Well.



(e)          (i)
Participant, in consultation with Stratex and EEZ, shall assess and determine the surface and, if applicable, bottom hole locations
of each Drilled Phase I Well; and (ii) Stratex shall: (A) make, or cause to be made, a survey of each such location; (B) cause
each surface location to be staked; (C) prepare the surface location of each Phase I Well and the access thereto for the Phase
I Operation to be conducted; and (D) shall settle surface damages, if any, occasioned by these operations (which shall be paid
by Participant); all in accordance with the applicable terms of the Matthews Lease and the Surface Use Agreement.



(f)          Stratex
shall obtain, with the cooperation and assistance of Participant and EEZ, all drilling and other permits from the RRC and other
Governmental Authorities having jurisdiction required in connection with the relevant Phase I Operation.



(g)          Stratex
shall furnish, or cause to be furnished, an appropriate drilling, completion, workover, or other rig and all equipment, employee
staff, contract labor, mud and chemicals, surface casing, protection casing if necessary, cement, water, other materials, and fuel
required for the Phase I Operation; shall move the applicable rig on and off location; and shall perform such other services as
may be required to perform such Phase I Operation.



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(h)          Stratex
shall furnish, or shall cause to be furnished, such on-site geological and engineering supervision as it deems necessary or appropriate.



(i)          During
each Phase I Operation, Stratex, in consultation with Participant, shall conduct, or cause to be conducted, such coring and testing
as would a reasonably prudent operator. Upon reaching the San Miguel Formation in each Drilled Phase I Well, Stratex shall run,
or cause to be run, from the base of the surface casing of such well to its total depth and full horizontal displacement, such
electrical induction logs, density logs, or other logs as Stratex deems necessary to test the San Miguel Formation as encountered
in such Drilled Phase I Well for the presence of Hydrocarbons.





(j)          Stratex
agrees that Participant, EEZ, and their respective representatives shall, at all times, have access at their own risk to the location
of each Phase I Well to witness all operations therein and to inspect the logs and other records kept with respect to such Phase
I Well. Stratex shall use reasonable commercial efforts to provide Participant and EEZ with at least forty-eight (48) hours written
notice concerning the anticipated time that any logging, coring, testing, Well Completion Operations, or Abandonment Operations
will take place on each Phase I Well to allow Participant, EEZ, and/or its representatives sufficient time to be present at the
wellsite to witness the same.



(k)          During
and, if appropriate, after the performance of each Phase I Operation hereunder, Stratex shall furnish to Participant and EEZ copies
of each of the following:





| | (i) | daily drilling reports or workover progress reports, sent by
facsimile or electronic mail;
| | --- | ------------------------------------------------------------------------------------------



| | (ii) | drillstem tests, analyses, and other tests, sent by facsimile
or electronic mail immediately when available;
| | ---- | ------------------------------------------------------------------------------------------------------------



| | (iii) | mud logs and related reports, if run, sent by facsimile or electronic
mail daily;
| | ----- | ---------------------------------------------------------------------------------



| | (iv) | sidewall or conventional core analyses or evaluation results,
sent by facsimile or electronic mail when available;
| | ---- | ------------------------------------------------------------------------------------------------------------------



| | (v) | electrical induction logs and surveys, density logs, and/or other
open logs run, together with evaluation results, sent electronically when available;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vi) | production tests, fluid analyses, pressure tests, and other well
tests, sent by facsimile or electronic mail when available;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------



| | (vii) | completion reports, plugging reports, and other reports to the
RRC and other Governmental Authorities having jurisdiction, sent by facsimile or electronic mail when available;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (viii) | all permits received from the RRC or any other Governmental Authority;
and
| | ------ | --------------------------------------------------------------------------



| | (ix) | all data generated by and received by Stratex from the production
monitoring system installed by Stratex at each successful Phase I Well.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------







(l)          Stratex,
in consultation with EEZ and Participant, shall make arrangements for the gathering, treatment, processing, transportation, and
marketing of Hydrocarbons produced from the Phase I Wells once production is established.



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3.4           Pre-Completion
Additional Operations. Prior to Participant’s final decision whether to direct Stratex to perform Well Completion Operations
in a Drilled Phase I Well, Participant shall be entitled to direct Stratex to perform one or more Pre-Completion Additional Operations
in the relevant Drilled Phase I Well if Participant determines, in its reasonable judgment exercised in a manner consistent with
the standard of the reasonably prudent operator and in consultation with Stratex, that the performance of such Pre-Completion
Additional Operation may reasonably be expected to enhance the likelihood that such Drilled Phase I Well will be Completed as
a well capable of producing Hydrocarbons. If Participant elects to direct Stratex to conduct one (1) or more Pre-Completion Additional
Operations in a Drilled Phase I Well, Participant shall provide to Stratex and EEZ written notice of such fact, together with
an AFE covering the estimated costs for the relevant Pre-Completion Additional Operation.



3.5           Completion
Decision; Plugging and Abandonment.



(a)          When
Stratex has Completed the performance of Drilling Operations in a Drilled Phase I Well, Stratex shall provide written notice of
such fact to Participant and EEZ, together with its recommendation concerning whether Well Completion Operations or Abandonment
Operations should be performed in such Drilled Phase I Well. Participant shall have twenty-four (24) hours (exclusive of Saturdays,
Sundays, and legal holidays) after its receipt of Stratex’s notice within which to advise Stratex whether Participant concurs
with Stratex’s recommendation. The failure of Participant to respond to such notice within such twenty-four hour period
shall constitute Participant’s agreement with Stratex’s recommendation. If Participant desires to perform Well Completion
Operations in a Drilled Phase I Well, Stratex shall perform such Well Completion Operations and the related Equipping Operations
in such Drilled Phase I Well utilizing proven completion techniques and in accordance with the terms of this Agreement, the Matthews
Lease, the Surface Use Agreement, and applicable Law. If Participant proposes not to attempt to perform Well Completion Operations
in a Drilled Phase I Well, the provisions of Section 3.5(c) shall apply.



(b)          Consistent
with Section 3.5(a), when Stratex has Completed the performance of Reworking Operations in a Reworked Phase I Well, Stratex shall
provide written notice of such fact to Participant and EEZ, including a statement whether such Recompletion Operations have successfully
established, re-established, or enhanced Hydrocarbon production from the relevant Reworked Phase I Well and Stratex’s recommendation
concerning any additional operations to be performed in such Reworked Phase I Well (including the performance of Abandonment Operations
or any necessary Well Completion Operations and Equipping Operations). Participant shall have twenty-four (24) hours (exclusive
of Saturdays, Sundays, and legal holidays) after its receipt of Stratex’s notice to advise Stratex whether Participant concurs
with Stratex’s recommendation. The failure of Participant to respond to such notice within such twenty-four hour period
shall constitute Participant’s agreement with Stratex’s recommendation. If Stratex recommends operations other than
the performance of Abandonment Operations, and Participant concurs with Stratex’s recommendation, Stratex shall perform
such recommended operations, including any recommended Well Completion Operations and related Equipping Operations, utilizing
proven completion techniques and in accordance with the terms of this Agreement, the Matthews Lease, the Surface Use Agreement,
and applicable Law. If Participant desires to perform Abandonment Operations in such Reworked Phase I Well, however, the provisions
of Section 3.5(c) shall apply.



(c)          If,
in response to Stratex’s notice under Section 3.5(a) or Section 3.5(b), Participant directs Stratex to conduct Abandonment
Operations in the relevant Phase I Well, then regardless of the recommendation made by Stratex, no such Abandonment Operations
shall be performed without the consent of both Stratex and EEZ. Each of Stratex and EEZ shall have forty-eight hours (exclusive
of Saturdays, Sundays, and legal holidays) after its receipt of Participant’s response to Stratex’s notice under Section
3.5(a) or Section 3.5(b) within which to provide notice to Participant concerning whether such Party consents to the proposed
Abandonment Operation. The failure of either Stratex or EEZ to respond to Participant’s responsive notice within such forty-eight
hour period shall constitute the consent of the non-responding Party to the proposed Abandonment Operation. If both Stratex and
EEZ consent to Participant’s proposed Abandonment Operation, Stratex shall perform such Abandonment Operation in the relevant
Phase I Well in accordance with the terms of this Agreement, the Matthews Lease, the Surface Use Agreement, and applicable Law.
If either Stratex or EEZ does not consent to Participant’s proposed Abandonment Operation, the Party not granting its consent
(the “Non-Abandoning Party”) shall, at its sole cost, risk, Liability, and expense, take over and conduct such further
operations in the relevant Phase I Well as the Non-Abandoning Party deems appropriate, subject to and in accordance with the terms
of the Operating Agreement. If the relevant Phase I Well is taken over by a Non-Abandoning Party pursuant to this Section 3.5(c),
Participant shall relinquish to the Non-Abandoning Party, by assignment and bill of sale without warranty of title, all of Participant’s
rights, titles, and interests under this Agreement in and to such Phase I Well and all Hydrocarbons that may be produced therefrom,
as well as all of Participant’s rights, titles, and interests in and to the well bore of such Phase I Well and all surface
and subsurface equipment, personal property, fixtures, and facilities installed or constructed in connection therewith. Upon such
assignment, Participant shall have no further obligation, responsibility, or Liability with respect to subsequent operations by
the Non-Abandoning Party(ies) in such Phase I Well; provided, however, that Participant shall not be relieved of its obligations
hereunder with respect to the payment of any of the costs and expenses described in Section 3.6(a) incurred prior to the takeover
of such Phase I Well by the Non-Abandoning Party. If both Stratex and EEZ are Non-Abandoning Parties, all costs, risks, Liabilities,
and expenses of further operations in the relevant Phase I Well shall be borne and paid, and all rights, titles, and interests
in and with respect to such Phase I Well relinquished by Participant to the Non-Abandoning Party under this Section 3.5(c) shall
be owned, in each case in the proportions of fifty percent (50%) by each of Stratex and EEZ. Participant’s relinquishment
of its rights and interests in a Phase I Well under this Section 3.5(c) shall not reduce or otherwise adjust Participant’s
rights hereunder with respect to any other Phase I Well.



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(d)          If
Abandonment Operations are performed in a Phase I Well drilled to a total vertical depth within the San Miguel Formation hereunder,
Participant shall be deemed to have performed and discharged in full its obligations (other than its payment obligations) under
this Agreement (including, without limitation, for purposes of Section 5.2) with respect to the Phase I Operations required for
such Phase I Well hereunder.



3.6           Responsibility
for Costs – Phase I Work Program.



(a)          As
between Participant, on the one hand, and Stratex and EEZ, on the other hand, subject to the terms of Section 3.5(c), Participant
shall bear and pay one hundred percent (100%) of all costs and expenses incurred by Stratex in connection with the Phase I Wells
during the Phase I Period, including the following items of cost: (a) Drilling Costs; (b) Pre-Completion Additional Operation
Costs; (c) Completion Costs; (d) Equipping Costs; (e) Reworking Costs; and (f) Abandonment Costs. Participant shall also bear
and pay one hundred percent (100%) of all Operating Expenses incurred in connection with the Phase I Wells until the occurrence
of Payout.



(b)          Stratex
and Participant shall cooperate to assure that all contractors, subcontractors, service providers, and vendors are aware that
Participant is the responsible Person for the payment of all costs and expenses described in Section 3.6(a) and shall jointly
direct all such contractors, subcontractors, service providers, and vendors to address to, and to deliver directly to, Participant
all invoices reflecting charges for labor, materials, and services incurred by Stratex in connection with the performance of the
Phase I Operations. Participant shall pay all such invoices promptly when due (and shall cause all of its subcontractors to pay
promptly when due all similar charges incurred by them) and shall not permit any Liens to be filed (or, if filed, shall take prompt
action to have the same removed) by any Person against the Matthews Lease or any Phase I Well location, Phase I Well, equipment,
or appurtenances related thereto.



(c)          As
assurance of Participant’s undertakings under this Section 3.6, concurrently with the execution of this Agreement, Participant
has deposited with Stratex the sum of $50,000.00 for use by Stratex to pay any costs and expenses for which Participant is obligated
under this Agreement and which Participant fails to pay before such costs and expenses become past due according to their terms.
Upon Participant’s satisfaction in full of its obligations under Section 3.6(e), Stratex shall refund the unexpended portion
of such amount to Participant.



(d)          If,
for any reason (including Stratex’s failure to Complete, by the June 30, 2015, the performance of all Phase I Operations
required hereunder to be performed during the Phase I Work Program), Participant has not received, by June 30, 2015, invoices from
the relevant contractors, subcontractors, service providers, or other vendors covering all costs and expenses incurred or to be
incurred in connection with the Phase I Operations required to be performed hereunder during the Phase I Work Program, Participant
agrees to pay to Stratex, no later than five (5) days after its receipt of Stratex’s invoice, the estimated amounts of such
unbilled costs and expenses based on the AFE(s) prepared by Participant with respect to the relevant Phase I Operations (including
any Phase I Operations in progress but not Completed, and any Phase I Operations not yet commenced, as of June 30, 2015).





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(e)          If
(i) by June 30, 2015, Participant has paid all invoices received by Participant prior to such date covering the costs and expenses
described in Section 3.6(a) incurred in connection with the Phase I Work Program required to be performed hereunder, and (ii)
Participant thereafter pays, in a timely manner, the full amount of any estimated, unbilled costs and expenses invoiced by Stratex
to Participant in accordance with Section 3.6(d) and any amounts owed by Participant under Article II, Participant shall be deemed
to have performed and discharged in full its obligations under this Agreement regarding the payment of costs and expenses incurred
in connection with the Phase I Work Program for purposes of becoming entitled to receive the Conveyance under Section 5.2; provided,
however, that nothing contained in this Section 3.6(e) shall relieve Participant of its obligation to bear and pay one hundred
percent (100%) of the actual costs and expenses described in Section 3.6(a) incurred in connection with the Phase I Work Program,
regardless of when Participant receives invoices for such actual costs and expenses.





3.7           Failure
to Perform. If (a) prior to June 30, 2015, Participant fails to provide to Stratex proposals and AFEs for the Phase I Operations
to be conducted hereunder in all Phase I Wells required hereunder, or (b) Participant fails to satisfy in full and in a timely
manner its payment obligations under Section 3.6(e), Stratex and EEZ shall become entitled to terminate this Agreement in accordance
with Article VII. Upon such a termination, Participant shall (a) not become entitled to receive the Conveyance pursuant to Section
5.2, (b) not be entitled to any reimbursement from EEZ with respect to the portion of the Cash Consideration paid by Participant
prior to the expiration of the Phase I Period, and (c) assign to Stratex and EEZ, by assignment and bill of sale without warranty
of title, all of Participant’s rights, titles, and interests under this Assignment in and to all Phase I Wells, as well
as all of Participant’s rights, titles, and interests in and to the well bores of all Phase I Wells and all surface and
subsurface equipment, personal property, fixtures, and facilities constructed or installed in connection therewith, in each case
without reimbursement from Stratex and EEZ for any of the costs and expenses previously paid by Participant in connection with
the Phase I Work Program, or any compensation for any of such well bores, personal property, fixtures, equipment, or facilities.
No such termination shall relieve Participant of any unfulfilled obligation or Liability of Participant hereunder that accrued
prior to such termination (including all obligations of Participant to pay to EEZ the full amount of the Cash Consideration under
Article II and all other obligations of Participant to make payment under Section 3.6). All such obligations and Liabilities shall
survive such termination.



3.8           Force
Majeure. If any Party is rendered unable, wholly or in part, by reason of force majeure to carry out its obligations under this
Agreement, other than the obligation to make money payments, such Party shall give to all other Parties prompt written notice
of the force majeure with reasonably full particulars concerning the force majeure. Thereupon, the obligations of the Party giving
the notice, so far as they are affected by the force majeure, shall be suspended during, but no longer than, the continuance of
the force majeure. The affected Party shall use all reasonable diligence to remove the force majeure situation as quickly as practicable,
but neither this Agreement nor the Operating Agreement shall be terminated by reason of the suspension of operations due to the
occurrence of force majeure. The requirement that any force majeure shall be remedied with all reasonable dispatch shall not require
the settlement of strikes, lockouts, or other labor difficulty by the Party involved, contrary to its wishes, and the manner in
which all such difficulties shall be handled shall be entirely within the discretion of the Party concerned. The term “force
majeure,” as here employed, shall mean any act of God, strike, lockout, or other industrial disturbance, act of the public
enemy, war, blockage, public riot, lightning, fire, storm, flood, explosion, governmental laws, rules, regulations, orders, action,
delay, restraint or inaction, unavailability of equipment, or any other cause, whether of the kind specifically enumerated above
or otherwise, which is not reasonably within the control of the Party claiming suspension.



ARTICLE
IV

OPERATING AGREEMENT



4.1           Execution.
Concurrently with the execution of this Agreement, Participant, Stratex, and EEZ have executed an Operating Agreement identical
in form and substance to the form of Operating Agreement attached hereto and made a part hereof as Exhibit C (the “Operating
Agreement”) that names Stratex as “Operator” and Participant and EEZ as “Non-Operators” and establishes
the Development Area as the “Contract Area” for purposes thereof.



8







4.2           Operations.



(a)          The
Operating Agreement shall be effective as of the Execution Date. During the Phase I Period, all Phase I Operations shall be governed
by the terms of this Agreement, except to the extent that this Agreement does not specifically address an issue relating to the
Phase I Operations, in which case the applicable terms of the Operating Agreement shall govern. Without limiting the foregoing,
during the Phase I Period, no Party shall be entitled to propose, under the Operating Agreement, the drilling of a new well on
the Development Area or the performance of any other operation in any Phase I Well or any other existing Hydrocarbon well located
on the Development Area, it being the intention of the Parties that, during the Phase I Period, the Phase I Operations shall be
the only Hydrocarbon operations to be conducted by the Parties in and on the Development Area. Nothing contained in this Agreement,
however, shall prohibit or restrict in any way the right of Stratex and EEZ to conduct operations on the Matthews Lease in subsurface
intervals below the base of the Surface-San Miguel Interval.



(b)          If
Participant becomes entitled to receive the Conveyance under Section 5.2, then all Hydrocarbon operations conducted in and on
the Development Area on and after the effective date of the Conveyance (including all operations subsequently proposed with respect
to the Phase I Wells and all operations relating to new wells to be located on the Development Area, including the proposal to
drill and the election whether to participate in the drilling of the new well) shall be governed by the terms of the Operating
Agreement, except to the extent such terms differ from, conflict with, or are otherwise inconsistent with the terms of this Agreement,
in which case the terms of this Agreement shall govern. If Participant does not become entitled to receive the Conveyance under
Section 5.2, however, the Operating Agreement shall thereupon terminate without further action by the Parties.



4.3           Designation
of Participant as Successor Operator. If Participant becomes entitled to receive the Conveyance under Section 5.2, Participant
shall be entitled, upon thirty (30) days’ prior written notice to Stratex and EEZ, to take over the operation of the Development
Area from Stratex and to become the Operator thereof subject to the terms of the Operating Agreement, but without having to comply
with the procedures for Operator removal and the selection of a successor Operator set forth in Article V.B thereof. Any such
assumption by Participant of the role of Operator of the Development Area under the Operating Agreement shall be effective as
of the first day of the month following the month in which the thirty-day period after Participant’s notice under this Section
4.3 expires.



ARTICLE
V

INTERESTS EARNED; ASSIGNMENT



5.1           Dyami/Matthews
No. 3V Well. Immediately prior to the execution and delivery to Participant of the Conveyance pursuant to Section 5.2, Stratex
shall convey and assign to EEZ, by recordable instrument of conveyance in a form mutually acceptable to Stratex and EEZ made effective
as of the date of execution of such conveyance, all of Stratex’s rights, titles, and interests in and to the Matthews Lease,
INSOFAR ONLY AS the Matthews Lease covers and includes the wellbore for the Dyami/Matthews No. 3V Well, all surface and subsurface
equipment, personal property, fixtures, and facilities installed therein or thereon or appurtenant thereto, and all Hydrocarbon
production therefrom. Such conveyance shall contain a special warranty of title and shall expressly be made subject to the terms
of the Full Settlement, Release and Indemnity Agreement, the Amended Eagleford-Stratex JDA, this Agreement, and the Operating
Agreement. Such conveyance shall also provide that EEZ shall assume and agree to pay, perform, and discharge all Liabilities arising
out of or relating to the interests in the Dyami/Matthews No. 3V Well thus assigned by Stratex to EEZ effective as of the date
of execution of such conveyance.



5.2           Conveyance.
If (a) prior to June 30, 2015, Participant provides to Stratex and EEZ proposals and AFEs for the Phase I Operations to be conducted
in all of the Phase I Wells required hereunder, and (b) Participant pays to Stratex and/or other Persons, in full and in a timely
manner, all amounts that Participant is obligated to pay Stratex and/or such other Persons under the terms of Section 3.6(e),
Stratex and EEZ (or, in the case of the Dyami/Matthews No. 3V Well, EEZ) shall execute and deliver to Participant, subject to
the terms of Section 5.3, an Assignment, Bill of Sale, and Conveyance substantially in the form attached hereto as Exhibit B (the
“Conveyance”) that conveys to Participant an undivided fifty percent (50%) Working Interest in and to the Development
Area. The Conveyance shall also convey to Participant an undivided fifty percent (50%) of the rights, titles, and interests of
Stratex and EEZ in and to all of the Phase I Wells, all other Hydrocarbon wells located on the Development Area that produce from
the Surface-San Miguel Interval, all surface and subsurface equipment, personal property, fixtures, and facilities installed therein
or thereon or appurtenant thereto, and all Hydrocarbon production therefrom. The Conveyance shall be made effective as of the
date on which both of the conditions stated in the first sentence of this Section 5.2 are fulfilled by Participant. The Conveyance
shall be made subject to Lease Burdens no greater than twenty-five percent (25%) (based on a 100% Working Interest), with the
result that the Net Revenue Interest attributable to the undivided fifty percent (50%) Working Interest assigned to Participant
pursuant to the Conveyance shall be not less than thirty-seven and five tenths percent (37.500%). If EEZ has not received its
conveyance of the Reconveyance Interest prior to the execution and delivery to Participant of the Conveyance, the continued existence
of the Reconveyance Interest as a separately held Working Interest in the Matthews Lease shall have no effect on the interest
in the Development Area conveyed to Participant pursuant to the Conveyance.



9







5.3           Excluded
Assets. There is hereby excluded from the rights and interests in the Matthews Lease that Participant is entitled to earn hereunder,
and Stratex and EEZ except and reserve to themselves, all of the rights, titles, and interests of Stratex and EEZ in and to the
Matthews Lease, INSOFAR ONLY AS the Matthews Lease covers and includes (a) the wellbore of the Dyami/Matthews No. 2 H Well
and (b) all subsurface intervals below the base of the Surface-San Miguel Interval, all Hydrocarbon wells completed in such subsurface
intervals below the base of the Surface-San Miguel Interval (including the Dyami/Matthews No. 1 H Well), all Hydrocarbons produced
therefrom, and all surface and subsurface equipment, personal property, fixtures, and facilities constructed or installed therein
or thereon or appurtenant thereto.



5.4           Allocation
of Costs – Post-Phase I Work Program. Notwithstanding, but assuming, the execution and delivery by Stratex and EEZ to Participant
of the Conveyance, and notwithstanding any provision of the Operating Agreement to the contrary:



(a)          All
costs and expenses incurred in connection with Hydrocarbon operations conducted by the Parties in and on each of the six (6) Phase
I Wells (including Operating Expenses incurred in connection with each such Phase I Well) after the Completion of the Phase I Operations
required hereunder in each such Phase I Well shall be borne and paid by the Parties as follows:



(i)          With
respect to the Dyami/Matthews No. 3V Well:



| | (A) | prior to the occurrence of Payout hereunder:
| | --- | --------------------------------------------



|Party       |  | Cost Percentage |      
|----------- |  | --------------- | -----
|Participant |  |                 | 100  
|EEZ         |  |                 | - 0 -
|Stratex     |  |                 | - 0 -



(B)         after
the occurrence of Payout hereunder:

|Party       |  | Cost Percentage |       
|----------- |  | --------------- | ------
|Participant |  |                 | 50.000
|EEZ         |  |                 | 50.000
|Stratex     |  |                 | - 0 - 



(ii)         With
respect to each other Phase I Well:



(A)         prior
to the occurrence of Payout hereunder:



|Party       |  | Cost Percentage |      
|----------- |  | --------------- | -----
|Participant |  |                 | 100  
|Stratex     |  |                 | - 0 -
|EEZ         |  |                 | - 0 –



10







(B)         after
the occurrence of Payout hereunder:



|Party       |  | Cost Percentage |       
|----------- |  | --------------- | ------
|Participant |  |                 | 50.000
|Stratex     |  |                 | 25.000
|EEZ         |  |                 | 25.000



(b)          All
costs and expenses incurred in connection



with all operations conducted in Hydrocarbon wells (other than
the Phase I Wells) located on the Development Area after the Execution Date shall be borne and paid as follows



(i)          prior
to the effective date of the Conveyance::



|Party       |  | Cost Percentage |       
|----------- |  | --------------- | ------
|Participant |  |                 | - 0 - 
|Stratex     |  |                 | 50.000
|EEZ         |  |                 | 50.000



(ii)         after
the effective date of the Conveyance:



|Party       |  | Cost Percentage |       
|----------- |  | --------------- | ------
|Participant |  |                 | 50.000
|Stratex     |  |                 | 25.000
|EEZ         |  |                 | 25.000



5.5           Allocation
of Revenues. Notwithstanding, but assuming, the execution and delivery by Stratex and EEZ to Participant of the Conveyance, and
notwithstanding any contrary provision of the Operating Agreement, all proceeds from the sale of Hydrocarbons produced from the
Development Area after the Execution Date (net of Lease Burdens and applicable Production Taxes) shall be allocated among the
Parties as follows:



(a)          With
respect to the Dyami/Matthews No. 3V Well:



| | (i) | prior to the occurrence of Payout hereunder:
| | --- | --------------------------------------------



|Party       |  | Revenue Percentage |       
|----------- |  | ------------------ | ------
|Participant |  |                    | 66.667
|EEZ         |  |                    | 33.333
|Stratex     |  |                    | - 0 - 



| | (ii) | after the occurrence of Payout hereunder:
| | ---- | -----------------------------------------



|Party       |  | Revenue Percentage |       
|----------- |  | ------------------ | ------
|Participant |  |                    | 50.000
|EEZ         |  |                    | 50.000
|Stratex     |  |                    | - 0 - 



(b)          With
respect to all other Phase I Wells:



(i)          prior
to the occurrence of Payout hereunder:



|Party       |  | Revenue Percentage |       
|----------- |  | ------------------ | ------
|Participant |  |                    | 66.667
|Stratex     |  |                    | 16.666
|EEZ         |  |                    | 16.667



11







(ii)         after
the occurrence of Payout hereunder:



|Party       |  | Revenue Percentage |       
|----------- |  | ------------------ | ------
|Participant |  |                    | 50.000
|Stratex     |  |                    | 25.000
|EEZ         |  |                    | 25.000



(c)          With
respect to all current and future wells located in and on the Development Area, other than the Phase I Wells:



(i)          prior
to the effective date of the Conveyance:



|Party       |  | Revenue Percentage |       
|----------- |  | ------------------ | ------
|Participant |  |                    | - 0 - 
|Stratex     |  |                    | 50.000
|EEZ         |  |                    | 50.000



(ii)         after
the effective date of the Conveyance:



|Party       |  | Revenue Percentage |       
|----------- |  | ------------------ | ------
|Participant |  |                    | 50.000
|Stratex     |  |                    | 25.000
|EEZ         |  |                    | 25.000



5.6           Terms
of Conveyance. The Conveyance shall contain a special warranty of title and be made free and clear of all Liens (including the
Lien identified in clause (c) of the definition of Permitted Encumbrances), but shall otherwise be made subject to the existence
of the Permitted Encumbrances. The Conveyance also shall expressly be made subject to the terms of the Full Settlement, Release,
and Indemnity Agreement, the Amended Eagleford-Stratex JDA, this Agreement, and the Operating Agreement. The Conveyance shall
also provide for the assumption by Participant, and the agreement of Participant to pay, perform, and discharge, all Liabilities
arising out of or relating to the interest in the Development Area conveyed to Participant pursuant thereto, effective as of the
effective date of the Conveyance.



ARTICLE
VI

REPRESENTATIONS AND WARRANTIES



6.1           Representations
and Warranties of Participant. Participant represents and warrants to Stratex and EEZ as follows



(a)          Organization;
Good Standing. Participant is a limited liability company duly formed, validly existing, and in good standing under the Laws of
the State of Florida. Participant has all requisite power and authority to own and operate its properties and to carry on its
business as now conducted.



(b)          Due
Authorization; Enforceability. Participant has full capacity, power, and authority to enter into and perform this Agreement, the
documents executed in connection herewith, and the transactions contemplated herein and therein. The execution, delivery, and
performance by Participant of this Agreement and the documents executed in connection herewith have been duly and validly authorized
and approved by all necessary limited liability company action on the part of Participant, and this Agreement and the documents
executed in connection herewith are, or upon their execution and delivery will be, the valid and binding obligations of Participant
and enforceable against Participant in accordance with their respective terms, subject to the effects of bankruptcy, insolvency,
reorganization, moratorium, and similar Laws, as well as to principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).



12







(c)          Non-Contravention.
The execution, delivery, and performance by Participant of this Agreement and the documents executed in connection herewith and
the performance of the transactions contemplated herein and therein will not (a) conflict with or result in a breach of any provisions
of the organizational or governing documents of Participant, (b) result in the creation of a Lien against any of Participant’s
assets, (c) result in a material breach of or material default under, or give rise to any right of termination, revocation, cancellation,
or acceleration under, any of the terms of any lease, contract, credit agreement, note, bond, mortgage, indenture, license, or
other agreement, document, or instrument to which Participant is a party or by which Participant or any of its assets may be bound;
or (d) violate any order, writ, injunction, judgment, decree, or Law applicable to Participant or its assets.



(d)          Litigation.
There is no legal, administrative, or arbitration proceeding pending, and to the knowledge of Participant, no Claim has been threatened,
in either case against Participant or its assets that reasonably may be expected adversely to affect in any material respect the
ability of Participant to consummate the transactions contemplated in this Agreement or perform its obligations hereunder.



(e)          Consents
and Approvals. Except for approvals by Governmental Authorities customarily obtained after the Execution Date, no authorization,
consent, approval, exemption, franchise, permit, or license of, or filing with, any Governmental Authority or any other Person
is required to authorize, or is otherwise required in connection with, the valid execution and delivery by Participant of this
Agreement, or the documents executed in connection herewith, or the performance by Participant of its obligations hereunder and
thereunder.



(f)          No
Brokers. Participant has not engaged any financial advisor, broker, agent, or finder, or incurred any Liability, contingent or
otherwise, in favor of any other such Person relating to the transactions contemplated by this Agreement for which Stratex or
EEZ will have any responsibility.



(g)          No
Bankruptcy. There are no bankruptcy, insolvency, reorganization, or arrangement proceedings pending, being contemplated by, or,
to the knowledge of Participant, threatened against Participant, or any Affiliate that controls Participant.



6.2           Representations
and Warranties of Stratex. Stratex represents and warrants to Participant and EEZ as follows:



(a)          Organization.
Stratex is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Colorado, and is
qualified to do business as a foreign corporation and is in good standing under the Laws of the State of Texas. Stratex has all
requisite power and authority to own and operate its interest in the Matthews Lease and to carry on its business as now conducted.



(b)          Due
Authorization; Enforceability. Stratex has full capacity, power, and authority to enter into and perform this Agreement, the documents
executed in connection herewith, and the transactions contemplated herein and therein. The execution, delivery, and performance
by Stratex of this Agreement and the documents executed in connection herewith have been duly and validly authorized and approved
by all necessary corporate action on the part of Stratex, and this Agreement and the documents executed in connection herewith
are, or upon their execution and delivery will be, the valid and binding obligations of Stratex and enforceable against Stratex
in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, and similar
Laws, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law).



(c)          Non-Contravention.
The execution, delivery, and performance by Stratex of this Agreement and the documents executed in connection herewith and the
performance of the transactions contemplated herein and therein will not (a) conflict with or result in a breach of any provisions
of the organizational or governing documents of Stratex, (b) result in the creation of a Lien against any of Stratex’s interests
in the Matthews Lease, (c) subject to acquiring the consent of the lessors to the execution and delivery of the Conveyance required
under the terms of the Matthews Lease, result in a material breach of or material default under, or give rise to any right of
termination, revocation, cancellation, or acceleration under, any of the terms of the Matthews Lease or any other lease, contract,
credit agreement, note, bond, mortgage, indenture, license, or other agreement, document, or instrument to which Stratex is a
party or by which Stratex or any of its assets may be bound; or (d) violate any order, writ, injunction, judgment, decree, or
Law applicable to Stratex or its assets.



13







(d)          Litigation.
There is no legal, administrative, or arbitration proceeding pending and, to Stratex’s knowledge, no Claim has been threatened,
in either case against Stratex that reasonably may be expected (i) to challenge the title of Stratex to its interests in the Matthews
Lease, (ii) adversely to affect in any material respect the ability of Stratex to own, develop, and operate the Matthews Lease,
or (iii) adversely to affect in any material respect the ability of Stratex to consummate the transactions contemplated in this
Agreement.



(e)          Consents
and Approvals. Except for the consent to the execution and delivery of the Conveyance required to be obtained from the lessors
under the terms of the Matthews Lease, and except for approvals by Governmental Authorities customarily obtained after the Execution
Date, no authorization, consent, approval, exemption, franchise, permit, or license of, or filing with, any Governmental Authority
or any other Person is required to authorize, or is otherwise required in connection with, the valid execution and delivery by
Stratex of this Agreement and the documents executed in connection herewith or the performance by Stratex of his obligations hereunder
and thereunder.



(f)          No
Brokers. Stratex has not engaged any financial advisor, broker, agent, or finder, or incurred any Liability, contingent or otherwise,
in favor of any other such Person relating to the transactions contemplated by this Agreement for which Participant or EEZ will
have any responsibility.



(g)          No
Bankruptcy. There are no bankruptcy, insolvency, reorganization, or arrangement proceedings pending, being contemplated by, or,
to Stratex’s knowledge, threatened against Stratex or any Affiliate that controls Stratex.



6.3           Representations
and Warranties of EEZ. EEZ represents and warrants to Participant and Stratex as follows:



(a)          Organization.
EEZ is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada. EEZ has all
requisite power and authority to own and operate its interests in the Matthews Lease and to carry on its business as now conducted.



(b)          Due
Authorization; Enforceability. EEZ has full capacity, power, and authority to enter into and perform this Agreement, the documents
executed in connection herewith, and the transactions contemplated herein and therein. The execution, delivery, and performance
by EEZ of this Agreement and the documents executed in connection herewith have been duly and validly authorized and approved
by all necessary corporate action on the part of EEZ, and this Agreement and the documents executed in connection herewith are,
or upon their execution and delivery will be, the valid and binding obligations of EEZ and enforceable against EEZ in accordance
with their respective terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, and similar Laws, as
well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).



(c)          Non-Contravention.
The execution, delivery, and performance by EEZ of this Agreement and the documents executed in connection herewith and the performance
of the transactions contemplated herein and therein will not (a) conflict with or result in a breach of any provisions of the
organizational or governing documents of EEZ, (b) result in the creation of a Lien against any of EEZ’s interests in the
Matthews Lease, (c) subject to acquiring the consent of the lessors to the execution and delivery of the Conveyance required under
the terms of the Matthews Lease, result in a material breach of or material default under, or give rise to any right of termination,
revocation, cancellation, or acceleration under, any of the terms of the Matthews Lease or any other lease, contract, credit agreement,
note, bond, mortgage, indenture, license, or other agreement, document, or instrument to which EEZ is a party or by which EEZ
or any of its assets may be bound; or (d) violate any order, writ, injunction, judgment, decree, or Law applicable to EEZ or its
assets.

14







(d)          Litigation.
There is no legal, administrative, or arbitration proceeding pending and, to EEZ’s knowledge, no Claim has been threatened,
in either case against EEZ that reasonably may be expected (i) to challenge the title of EEZ to its interests in the Matthews
Lease, (ii) adversely to affect in any material respect the ability of EEZ to own, develop, and operate the Matthews Lease, or
(iii) adversely to affect in any material respect the ability of EEZ to consummate the transactions contemplated in this Agreement.



(e)          Consents
and Approvals. Except for the consent to the execution and delivery of the Conveyance required to be obtained from the lessors
under the terms of the Matthews Lease, and except for approvals by Governmental Authorities customarily obtained after the Execution
Date, no authorization, consent, approval, exemption, franchise, permit, or license of, or filing with, any Governmental Authority
or any other Person is required to authorize, or is otherwise required in connection with, the valid execution and delivery by
EEZ of this Agreement and the documents executed in connection herewith or the performance by EEZ of his obligations hereunder
and thereunder.



(f)          No
Brokers. EEZ has not engaged any financial advisor, broker, agent, or finder, or incurred any Liability, contingent or otherwise,
in favor of any other such Person relating to the transactions contemplated by this Agreement for which Participant or Stratex
will have any responsibility.



(g)          No
Bankruptcy. There are no bankruptcy, insolvency, reorganization, or arrangement proceedings pending, being contemplated by, or,
to EEZ’s knowledge, threatened against EEZ or any Affiliate that controls EEZ.



ARTICLE
VIITERM, TERMINATION



7.1           Term;
Termination. This Agreement shall be binding upon and effective between the Parties as of the Execution Date. Unless earlier terminated
as provided herein, this Agreement shall remain in full force and effect until the expiration of the Phase I Period.



7.2           Consequences
of Termination. If Participant becomes entitled to receive the Conveyance under Section 5.2, then upon the termination of this
Agreement pursuant to Section 7.1, the provisions of Section 4.2(b), Section 5.4, Section 5.5, this Article VII, Section 9.1,
Section 9.2, Section 9.4, Section 9.8, and Section 9.14 shall survive such termination and remain in effect according to their
respective terms. If Participant does not become entitled to receive the Conveyance under Section 5.2, then upon the termination
of this Agreement under Section 7.1, only the provisions of this Article VII, Section 9.2, Section 9.8, and Section 9.14 shall
survive such termination and remain in effect according to their respective terms. The termination of this Agreement shall, in
no event, affect the continued validity and effectiveness of the Operating Agreement, and subject to the terms of Section 4.2,
the Operating Agreement shall survive the termination hereof and remain in effect for so long as provided in Article XIII thereof.
No termination of this Agreement shall relieve any Party of any unfulfilled Liability or obligation of such Party that had accrued
prior to such termination (including any obligation to make payment) or the consequences of any breach or default of any warranty
or covenant contained in this Agreement. All such obligations and Liabilities shall survive such termination.



ARTICLE
VIIIRELATIONSHIP OF PARTIES; TAXATION



8.1           No
Joint Venture. It is not the purpose of this Agreement to create, and this Agreement shall not be construed as creating, a joint
venture, partnership, or other relation whereby any Party shall be liable for the acts, either of omission or commission, of any
other Party. Furthermore, the respective rights and obligations of the Parties hereto shall, in all respects, be several and not
joint, and shall be governed by the express provisions hereof.



8.2           Tax
Partnership. Notwithstanding any other provision of this Agreement to the contrary, the Parties agree that their relationship
for purposes of U.S. federal and state income taxation shall be governed by the provisions of the “Agreement Concerning
Election to be Taxed Pursuant to Subchapter K (Tax Partnership)” attached as Exhibit G to the Operating Agreement (the “Tax
Partnership Agreement”). In the event of a conflict between the terms of the Tax Partnership Agreement and the terms of
this Agreement, the terms of the Tax Partnership Agreement shall govern and control.



15









ARTICLE
IX

MISCELLANEOUS



9.1           Survival.
All representations, warranties, covenants, and agreements of the Parties under this Agreement shall (a) survive the delivery
of the Conveyance pursuant to Section 5.2, (b) not be merged with or into the Conveyance, and (c) remain in force and effect until
the termination of this Agreement pursuant to Section 7.1 (unless earlier terminated elsewhere in this Agreement), subject to
the terms of Section 7.2. Such survival does not obligate any Party to make any further or continuing representation or warranty
after the Execution Date.



9.2           Notices.
All notices, consents, approvals, requests, demands, and other communications required or permitted to be given hereunder or in
connection with the transactions contemplated hereby shall be in writing and shall be deemed to have been duly given if (a) delivered
personally with receipt acknowledged in writing by the receiving Party, (b) sent by bonded overnight courier, (c) mailed either
registered or certified U.S. mail, with return receipt requested, (d) sent by facsimile, or (e) sent by electronic mail, to the
indicated individuals at the following addresses:



|If to Participant:
        Quadrant Resources LLC
        295 Madison Avenue, Floor 22
        New York, New York 10017
        Attention: David S. Khan
        Telephone: (305) 298-0709
        Email: dskhan1969@yahoo.com | If to Stratex:
        Stratex Oil & Gas Holdings, Inc.
        30 Echo Lake Road
        Watertown, Connecticut 06795
        Attention: Mr. Steven Funk
        Telephone: (860) 604-1472
        Email: sfunk@stratexoil.com
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|If to EEZ:Eagleford Energy, Zavala Inc.1 King Street West, Suite 1505Toronto, Ontario, Canada  M5H 1A1Attention:  Mr. James CassinaTelephone:  (416) 364-4039Facsimile:  (416) 364-8244Email:  cassina@bellnet.ca              | With a copy to:Buchanan Ingersoll & Rooney PC1290 Avenue of the Americas, 30th FloorNew York, New York  10104Attention:  Mr. Matthew S. CohenTelephone:  (212) 440-4478Facsimile:  (212) 440-4401Email:  matt.cohen@bipc.com   



All
notices given in accordance with the provisions of thisSection 9.2shall be deemed to have been received by the Party to whom such notices are directed on the date on which delivered whether
personally or by registered or certified U.S. mail, bonded overnight courier, facsimile, or electronic mail, unless delivery or
transmission is made after 5:00 p.m., in which case delivery shall be deemed to have been made on the next Business Day. Each
Party may change the address to which such communications are to be directed by giving written notice to the other Parties in
the manner provided in this Section 9.2.



9.3           Assignment.
Subject to the succeeding provisions of this Section 9.3, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and permitted assigns of the Parties. Notwithstanding the foregoing:



(a)          During
the Phase I Period, Participant shall not sell, assign, or otherwise transfer all or any portion of its rights and interests,
or delegate any of its obligations and Liabilities, under this Agreement without the prior written consent of the other Parties,
which consent may be withheld by Stratex or EEZ in its sole discretion. Any such sale, assignment, or other transfer made without
the consent of Stratex and EEZ shall be null and void.



16







(b)          Neither
Stratex, EEZ, nor, after the expiration of the Phase I Period, Participant may assign all or any portion of its rights and interests,
or delegate any of its obligations and Liabilities, under this Agreement without the consent of the other Parties, which consent
will not be unreasonably withheld, conditioned, or delayed; provided, however, that the requirement for consent to assignment
contained in this Section 9.3(b) shall not apply to: (i) the transfer or assignment by a Party of its rights and interests in,
or the delegation by a Party of its obligations and Liabilities under, this Agreement to an Affiliate; or (ii) the granting by
a Party of a deed of trust, mortgage, security agreement, collateral assignment, pledge, or other security instrument covering
its rights and interests under this Agreement or its interests in the Matthews Lease as security for indebtedness of such Party.
In addition, if a Party sells or conveys all or a portion of its interests in the Development Area, such Party shall assign to
the transferee, in whole or in part to the extent of the interests in the Development Area to be transferred, its rights and interests
under this Agreement. Such a transfer shall not be subject to the requirement for consent to assignment contained in this Section
9.3(b) if the transferee expressly agrees to be bound by the terms hereof and to assume, perform, and discharge, to the extent
of the interests in this Agreement thus assigned, the obligations and Liabilities of the transferring Party hereunder.



(c)          No
permitted assignment will relieve any Party of any of its obligations under this Agreement. Upon the assumption by a permitted
transferee of the obligations and Liabilities of the transferring Party under this Agreement, the transferee shall become primarily
liable with respect to all of such assumed obligations that accrue after the effective date of the permitted transfer. If, however,
the permitted transferee fails to perform any of the obligations thus assumed, the transferring Party shall remain liable for the
performance thereof.



(d)          The
terms of this Agreement shall constitute covenants running with the land with respect to the Development Area.



9.4           Confidentiality.
Each Party agrees to keep the terms of this Agreement confidential and not to disclose the terms hereof to any third Person without
the prior written consent of the other Parties; provided, however, that each Party shall have the right to disclose the terms
of this Agreement to: (a) an Affiliate of such Party (or the shareholders, members, or partners of such Party or its Affiliate);
(b) attorneys, accountants, engineers, financial advisors, and other consultants engaged by such Party where disclosure of such
information is essential to such attorney’s, accountant’s, engineer’s, financial advisor’s, or consultant’s
work for such Party; (c) prospective or actual contractors engaged by such Party where disclosure of such information is essential
to such contractor’s or consultant’s work for such Party; (d) a bona fide prospective transferee of such Party’s
interest in the Matthews Lease; (e) a bona fide prospective investor in such Party; and (f) a bank or other financial institution
to the extent necessary to arrange for financing. The restrictions set forth in this Section 9.4, do not apply to any disclosures
required under compulsion of judicial process or by Law or Governmental Authority to which a Party is subject; provided, however,
that if disclosure is sought through judicial process or by a Governmental Authority, the Party from whom disclosure is sought
shall promptly notify the other Parties to provide the other Parties the opportunity to participate in such proceedings and, if
they so choose, to contest such disclosure at such other Parties’ sole expense. This Section 9.4 shall survive the termination
of this Agreement for a period of one (1) year.



9.5           Further
Assurances. The Parties agree to execute such additional documents, instruments, and agreements as may be necessary to effectuate
the intents and purposes of this Agreement.



9.6           Exhibits.
All exhibits and schedules referred to in this Agreement are hereby incorporated into this Agreement by reference and constitute
a part of this Agreement for all purposes. Each Party and its counsel has received a complete set of exhibits and schedules prior
to and as of the Execution Date.



9.7           Entire
Agreement; Amendment. This Agreement, together with the Operating Agreement and the Conveyance, constitute the entire agreement
and understanding between the Parties and supersede any and all other written or oral agreements or undertakings between the Parties
concerning the subject matter hereof. This Agreement may not be changed or amended in any way, except with the mutual consent
of all Parties, expressed in a written document executed by all Parties.



17







9.8           Choice
of Law. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED UNDER, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES THAT MIGHT REFER THE CONSTRUCTION, INTERPRETATION, OR ENFORCEMENT
HEREOF TO THE LAWS OF ANOTHER JURISDICTION.



9.9           Fees;
Recordation. Each Party shall be responsible for paying the fees and expenses of its attorneys, accountants, and the other advisors,
and all other costs and expenses that it incurs, in connection with the negotiation, documentation, and consummation of the transactions
contemplated in this Agreement. All required documentary, filing, and recording fees and expenses incurred in connection with
the filing and recording of the Conveyance shall be borne by Participant.



9.10         Waiver;
Rights Cumulative. Any of the terms, covenants, representations, warranties, or conditions hereof may be waived only by a written
instrument executed by or on behalf of the Party waiving compliance. No oral statement or course of dealing on the part of any
Party, or its respective officers, employees, agents, or representatives, or any failure by any Party to exercise any of its rights
under this Agreement, shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce
the performance of such provision. No waiver by any Party of any condition, or any breach of any term, covenant, representation,
or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing
waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term, covenant, representation,
or warranty. The rights of each Party under this Agreement shall be cumulative, and the exercise or partial exercise of any such
right shall not preclude the exercise of any other right.



9.11         Severability.
If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of Law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any Party. Upon such
determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate
in good faith for a reasonable time to modify this Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.



9.12         No
Third Party Beneficiaries. This Agreement is not intended to confer upon any Person not a Party hereto any rights or remedies
hereunder, and no Person other than the Parties is entitled to rely on any representation, covenant, or agreement contained herein.



9.13         Proration
of Taxes. Each Party shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, franchise
taxes, margin taxes, and other similar taxes (including any applicable interest or penalties) incurred by or imposed upon such
Party with respect to or as a result of the transactions described in this Agreement, except that Participant shall assume responsibility
for, and shall bear and pay, all Transfer Taxes incurred or imposed with respect to the Conveyance. Each Party shall be responsible
for, and shall bear and pay, all Production Taxes and all Property-Related Taxes assessed against each Party’s interests
in the Development Area, including all Phase I Wells, and all Hydrocarbons produced therefrom.



9.14         LIMITATION
ON DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION
OF ANY COVENANT, CONDITION, OR PROVISION CONTAINED IN THIS AGREEMENT BY ANOTHER PARTY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES,
AND EXCEPT AS PROVIDED HEREINAFTER, NO PARTY SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY ANY OTHER DAMAGES FOR SUCH BREACH
OR VIOLATION, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, LOST PROFITS, OR BUSINESS INTERRUPTION
DAMAGES, UNLESS THE PARTY SEEKING REIMBURSEMENT FOR SUCH DAMAGES IS LEGALLY REQUIRED TO PAY SAME TO A THIRD PERSON.



9.15         Counterparts.
This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all of such counterparts shall constitute for all purposes one agreement. At the Parties’ election, this
Agreement may be executed by the Parties in different locations and shall become binding upon all Parties upon the exchange by
the Parties of executed signature pages by facsimile or electronic mail.



18







[Signature pages follow.]



19







IN WITNESS WHEREOF, Participant has executed
this Agreement on the Execution Date.



| | QUADRANT RESOURCES LLC
| | ----------------------
| |                       
| | By:                   
| |                       
| |                       





Signature Page to Joint Development Agreement











IN WITNESS WHEREOF, EEZ has executed this Agreement on the Execution
Date.



| | EAGLEFORD ENERGY, ZAVALA INC.
| | -----------------------------
| |                              
| | By:                          
| |                              
| |                              





Signature Page to Joint Development Agreement











IN WITNESS WHEREOF, Stratex has executed
this Agreement on the Execution Date.



| | STRATEX OIL & GAS HOLDINGS, INC.
| | --------------------------------
| |                                 
| | By:                             
| |                                 
| |                                 



|EXHIBITS AND SCHEDULES
|----------------------



|Schedule 1.1 | – | Definitions                  
|------------ | - | -----------------------------
|             |   |                              
|EXHIBIT A    | – | Description of Matthews Lease
|EXHIBIT B    | – | Form of Conveyance           
|EXHIBIT C    | – | Form of Operating Agreement  





Signature Page to Joint Development Agreement













Schedule
1.1.

Defined
terms



The following terms
and expression will have the meanings set forth hereinafter:



“Abandonment
Costs” means all costs and expenses incurred in connection with the performance of Abandonment Operations in a Phase
I Well.



“Abandonment
Operations” means, with respect to each Phase I Well, the temporary or permanent plugging and abandonment of a Drilled
Phase I Well as a dry hole or upon the unsuccessful Completion of Reworking Operations in a Reworked Phase I Well and, in each
case, the restoration of the surface of the drillsite premises in accordance with the terms of the Matthews Lease and applicable
Laws.



“Affiliate”
means, with respect to a Party, any Person that directly or indirectly controls, is controlled by, or is under common control with,
the relevant Party. For purposes of this definition, the term “control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities,
contract, voting trust, membership in management or in the group appointing or electing management, or otherwise through formal
or informal arrangements or business relationships.



“AFE”
means authority for expenditure.



“Amended
Eagleford-Stratex JDA” means the Joint Development Agreement dated December 3, 2013 (as amended by First Amendment to
Joint Development Agreement dated as of January 24, 2014), between Eagleford Energy, Inc., Eagleford Energy, Zavala Inc., and Stratex
Oil & Gas Holdings, Inc.



“Cash Consideration”
is defined in Article II.



“Claims”
means any and all claims, demands, Liens, notices of non-compliance or violation, notices of liability or potential liability,
investigations, actions (whether judicial, administrative, or arbitrational), causes of action, suits, and controversies.



“Complete”,
when used with respect to a Phase I Operation, means the point in time: (a) in the case of a Drilling Operation, when Participant
releases the drilling rig used to drill the relevant Drilled Phase I Well; (b) in the case of a Well Completion Operation, when
Participant releases the frack and wireline crews from the location of the relevant Phase I Well after the performance of hydraulic
fracturing or other formation stimulation operations therein; (c) in the case of Equipping Operations, when such Phase I Well is
physically ready to commence the production of Hydrocarbons into storage facilities or a gathering pipeline for sale; (d) in the
case of Reworking Operations, when Participant releases the workover rig used in the performance of such Reworking Operations from
the location of the relevant Reworked Phase I Well; and (e) in the case of an Abandonment Operation, when Participant releases
the drilling rig, workover rig, completion rig, or other rig on location at the relevant Phase I Well after the plugging and abandonment
thereof.



“Conveyance”
is defined in Section 5.2.



“Defensible
Title” means, with respect to the Development Area, record title free and clear of Liens and other encumbrances other
than Permitted Encumbrances and that is otherwise free from reasonable doubt as to matters of law and fact, such that a prudent
operator of oil and gas properties, advised of the facts and their legal significance, would willingly accept such title.



“Development
Area” is defined in Section 3.1(a).



“Drilled
Phase I Well” is defined in Section 3.2(a).



“Drilling
Costs” means all costs and expenses (including all costs and expenses associated with the procurement of an appropriate
drilling or other rig and the necessary labor, equipment, materials, mud and chemicals, casing, cement, water, and fuel) incurred
by Participant in connection with the performance of Drilling Operations in a Drilled Phase I Well hereunder.



“Drilling
Operations” means the drilling of a Drilled Phase I Well to its total vertical depth and, if applicable, full horizontal
displacement and the performance of all necessary testing, logging, and coring therein prior to a decision concerning whether to
perform Well Completion Operations or Abandonment Operations therein.



Schedule 1.1 - i







“Dyami/Matthews
No. 1 H Well” means the Dyami/Matthews No. 1 H Well, API No. 42-507-32759, located in Survey 8, Precilla Graham Survey,
Abstract No. 753, Zavala County, Texas.



“Dyami/Matthews
No. 2 H Well” means the Dyami/Matthews No. 2 H Well, API No. 42-507-32833, located in Survey 8, Precilla Graham Survey,
Abstract No. 753, Zavala County, Texas.



“Dyami/Matthews
No. 3V Well” means the Dyami/Matthews No. 3V Well, API No. 42-507-32784, located in Survey 8, Precilla Graham Survey,
Abstract No. 753, Zavala County, Texas.



“Equipping
Costs” means all costs and expenses incurred in connection with the performance of Equipping Operations in any Phase
I Well.



“Equipping
Operations” means the installation of all surface and subsurface production equipment and facilities, pipelines, flowlines,
and other facilities (including a production monitoring system) necessary to connect a Phase I Well to storage facilities or a
gathering pipeline at or near such Phase I Well, so that such Phase I Well is physically ready to commence the production of Hydrocarbons
into such storage facilities or gathering pipeline.



“Final Settlement,
Release and Indemnity Agreement” means the Final Settlement, Release and Indemnity Agreement dated effective September
1, 2013, between Matthews Family Mineral Account, LP, Delta Star Holdings, LLC, Dyami Energy, LLC, OGR Energy Corporation, OGR
2000, Ltd., Eagleford Energy, Inc., and Texas Onshore Energy, Inc., including the Rule 11 dated April 28, 2013 Agreement in
Cause No. 12-04-12751-ZCV; Matthews Family Mineral Account, LP v. Dyami Energy, LLC, et al., 365th Judicial District
Court, Zavala County, Texas, attached to such Final Settlement, Release and Indemnity Agreement as Exhibit A.



“Governmental
Authority” means any governmental or quasi-governmental federal, state, provincial, county, city, or other political
subdivision of the United States, any foreign country, or any department, bureau, agency, commission, court, or other statutory
or regulatory body or instrumentality thereof.



“Hydrocarbons”
means all crude oil, natural gas, condensate, and other liquid or gaseous hydrocarbons, the right to explore for which, or an interest
in which, is granted pursuant to the Matthews Lease.



“Laws”
means all constitutions, treaties, laws, statutes, ordinances, rules, regulations, orders, and decrees of the United States, any
foreign country, and any local, state, provincial, or federal political subdivision or agency thereof, as well as all judgments,
decrees, orders, and decisions of courts having the effect of law in each such jurisdiction.



“Lease Burdens”
means all lessors’ royalties, overriding royalties, production payments, net profits interests, and similar contractual burdens
upon, payable out of, or measured by Hydrocarbon production from a Phase I Well.



“Lease Maintenance
Payments” means any delay rental, shut-in well payment, or other payment (exclusive of the minimum royalties payable
to the lessors under the Matthews Lease) necessary under the terms of the Matthews Lease to maintain the Matthews Lease in full
force and effect in the absence of production from, or operations on, the lands covered thereby (but not including payment of royalties).



“Liabilities”
means any and all losses, judgments, damages, liabilities, injuries, costs, expenses, interest, penalties, taxes, fines, obligations,
and deficiencies of any kind whatsoever, under any theory of liability or responsibility, whether known or unknown, and whether
fixed, liquidated, or contingent.



“Liens”
means any mortgage, deed of trust, pledge, security interest, lien, or charge of any kind (including any agreement to grant any
of the foregoing), any conditional sale or title retention agreement, any lease in the nature thereof, or the filing of or agreement
to give any financing statement under the Uniform Commercial Code of any jurisdiction.



“Matthews
Lease” is defined and described on Exhibit A.



“Minimum
Royalty Amount” is defined in Section 3.1(d).



“Minimum
Royalty Payment” is defined in Section 3.1(d).



“Net Revenue
Interest” means, with respect to the Development Area, the interest in and to all Hydrocarbons produced and saved from
or attributable to the Development Area, after giving effect to all Lease Burdens, carried interests, reversionary interests, and
other similar interests constituting burdens upon, measured by, or payable out of Hydrocarbons produced and saved from or attributable
to the Development Area.



“Operating
Agreement” is defined in Section 4.1.



Schedule 1.1 - ii







“Operating
Expenses” means all costs and expenses incurred in connection with the operation of each Phase I Well after the Completion
of the applicable Phase I Operation(s) in such Phase I Well and the production and marketing of Hydrocarbons therefrom, including:
(a) all costs of complying with applicable Laws; (b) all costs of lifting and producing Hydrocarbons from each Phase I Well, including
all costs of labor, fuel, repairs, hauling, materials, supplies, utility charges, and other costs incident thereto; (c) all costs
of gathering, compressing, dehydrating, separating, treating, processing, transporting, and marketing Hydrocarbons produced from
each Phase I Well, including the cost of constructing and installing pipelines and other facilities necessary in connection therewith;
(d) all costs of operating Participant’s production monitoring system at each Phase I Well; (e) the expenses of litigation,
collections, Liens, judgments, liquidated liabilities, and Claims incurred incident to the operation and maintenance of each Phase
I Well; (f) insurance premiums for insurance carried with respect to each Phase I Well, together with all expenditures pertaining
to the settlement of any and all Claims, Liabilities, and other expenses, including legal services, relating to each Phase I Well
or operations thereon; and (g) all other costs and expenses incurred in connection with the operation and maintenance of each Phase
I Well and the production and marketing of Hydrocarbons therefrom that are not specifically identified elsewhere in this Agreement.
Operating Expenses shall not include Drilling Costs, Pre-Completion Additional Operation Costs, Reworking Costs, Well Completion
Costs, Equipping Costs, or Abandonment Costs.



“Payout”
means the point in time when Participant has recovered out of the share of the proceeds from the sale of Hydrocarbons produced
from all Phase I Wells that is allocated to Participant under Section 5.5 (after deducting therefrom all Lease Burdens and
Production Taxes actually paid by Participant with respect to such Hydrocarbon production) an amount equal to the sum of
all (a) Drilling Costs, Pre-Completion Additional Operation Costs, Completion Costs, Equipping Costs, Reworking Costs, and Abandonment
Costs incurred by Stratex in connection with all Phase I Wells, plus (b) all Operating Expenses incurred by Stratex in connection
with the Phase I Wells prior to the recoupment by Participant of the items of cost described in the preceding clause (a)
of this definition.



“Permitted
Encumbrances” means:



| | (a) | preferential rights to purchase, required non-governmental, third
Person consents to assignment (including the required consent of the lessors under the Matthews Lease), and similar rights, (i)
the operation of which are not triggered by the transactions contemplated in this Agreement, or (ii) if thus triggered, with respect
to which, prior to the Execution Date or the effective date of the Conveyance, (A) waivers or consents are obtained from the appropriate
Persons, or (B) the appropriate time period for asserting such rights has expired without an exercise of such right;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the terms of the Matthews Lease, the Amended Eagleford-Stratex JDA,
the Final Settlement, Release, and Indemnity Agreement, and the Surface Use Agreement;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | the Liens created by the Deed of Trust, Security Agreement, Financing
Statement and Assignment of Production dated as of February 11, 2014, from Stratex Oil & Gas Holdings, Inc., as Mortgagor,
to Michael P. Pearson, Trustee for the benefit of H. Lee Hornbeck, as Agent, as Mortgagee, recorded in Volume 355, Page 17, Instrument
No. 088531, Official Public Records, Zavala County, Texas;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | Liens created or to be created by a general security agreement from
Eagleford Energy Inc. and Eagleford Energy, Zavala Inc. in favor of Benchmark Enterprises LLC.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | Liens for taxes or assessments not yet delinquent or, if delinquent,
those taxes or assessments that are being contested in good faith by proceedings diligently conducted in the ordinary course of
business;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | all rights to consent by, required notices to, filings with, or other
actions by Governmental Authorities required in connection with the Conveyance, regardless of whether the operation of such consents
is triggered by the transactions contemplated herein, if the same are customarily obtained, given, or made subsequent to the execution
and delivery of the Conveyance;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Schedule 1.1 - iii







| | (g) | all easements, rights-of-way, and other rights to use the surface
affecting or pertaining to the Matthews Lease, but that are not to be assigned pursuant to the Conveyance, and do not interfere
materially with the ownership, operation, value, or use of the Development Area;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (h) | Lease Burdens, carried interests, reversionary interests, rights
to recoupment, unitization, pooling, proration, and spacing designations, orders, and agreements, and similar burdens, if the net
cumulative effect thereof does not operate to cause Stratex and EEZ to receive less than the Net Revenue Interest shown for the
Development Area in Exhibit A, or to pay a share greater than the Working Interest shown on Exhibit A of the costs
and expenses of operations in respect of the Development Area without a proportionate increase in the Net Revenue Interest;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | any lessor’s, operator’s, or other inchoate or undetermined
Lien or charge, whether statutory or contractual, constituting or securing the performance of obligations or the payment, as they
accrue, of costs and expenses which were or will be incurred in the ordinary course of business and incidental to the maintenance,
development, production, or operation of the Matthews Lease, to the extent the same secure amounts not yet due and payable or that
are being contested in good faith by proceedings diligently conducted in the ordinary course of business; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (j) | defects or irregularities in title, Liens, or other encumbrances,
in either case that do not prevent Stratex and EEZ from having Defensible Title to their interest in the Development Area.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



“Person”
means any individual, corporation, limited liability company, partnership, trust, unincorporated organization, Governmental Authority,
or any other form of entity.



“Phase I
Operation” means each Hydrocarbon operation required to be conducted on the Development Area as part of the Phase I Work
Program, which operations consist of (a) all Drilling Operations, Pre-Completion Additional Operations, Well Completion Operations,
and Equipping Operations, or Abandonment Operations, to be conducted in each Drilled Phase I Well, and (b) all Reworking Operations
and, as applicable, Well Completion Operations, Equipping Operations, and Abandonment Operations to be conducted in each Reworked
Phase I Well.



“Phase I
Period” means the period of time commencing with the Execution Date and ending on the earlier of (a) June
30, 2015, or (b) the date on which Stratex Completes the required Phase I Operations in the last Phase I Well required hereunder.



“Phase I
Well” is defined in Section 3.2(c).



“Phase I
Work Program” is defined in Section 3.2.



“Pre-Completion
Additional Operations” means, with respect to a Drilled Phase I Well, any deepening, sidetracking, plugging back, or
other operation performed in such Drilled Phase I Well prior to the Completion thereof.



“Pre-Completion
Additional Operation Costs” means, with respect to a Drilled Phase I Well, all costs and expenses incurred in connection
with the performance of Pre-Completion Additional Operations in such Drilled Phase I Well.



“Production
Taxes” means any and all severance, production, gathering, Btu or gas, transportation, gross receipts, utility, excise,
and other similar taxes (other than income taxes) relating to the production, gathering, or transportation of Hydrocarbons, or
increases therein, and any interest or penalties thereon.



“Property-Related
Taxes” means any and all ad valorem, property, generation, conversion, privilege, consumption, lease, transaction, and
other taxes, franchise fees, governmental charges or fees, licenses, fees, permits, and assessments, or increases therein, and
any interest or penalties thereon, other than Production Taxes, Transfer Taxes, and taxes based on or measured by net income or
net worth.



“Reconveyance
Interest” is defined in Section 3.1(a).



“Reworked
Phase I Well” is defined in Section 3.2(b).



Schedule 1.1 - iv







“Reworking
Costs” means all costs and expenses incurred by Participant in the performance of Reworking Operations in a Reworked
Phase I Well hereunder.



“Reworking
Operation” means an operation conducted in the wellbore of an existing Hydrocarbon well (including a temporarily abandoned
or plugged and abandoned well) designated as provided herein as a Reworked Phase I Well in order to obtain Hydrocarbon production
when there has been none, reestablish production that has ceased or declined, or increase existing production, in each case, from
a subsurface interval within the Surface-San Miguel Interval. Such operations may include, without limitation: (a) the re-entry
of a Hydrocarbon well to conduct deepening, sidetracking, plugging back, and/or recompletion operations (as defined in the Operating
Agreement) therein; (b) the repair or replacement of damaged casing, tubing, or other downhole equipment; (c) cleaning sand or
silt out of the wellbore; (d) the acidization, ASP flooding, or other chemical or mechanical treatment of the relevant subsurface
interval; (e) the installation of equipment for the removal or reduction of excessive brine, water, or condensate from the wellbore;
(f) hydraulic fracturing and other recognized and non-experimental formation stimulation operations; (g) the application of other,
appropriate and non-experimental enhanced production stimulation technology selected by Participant, in consultation with Stratex;
(h) the installation of pumping units or compression; (i) the reperforation of the wellbore in the relevant subsurface interval;
and (j) the performance of associated logging and testing. Drilling Operations do not constitute Reworking Operations for
purposes of this Agreement.



“RRC”
means the Railroad Commission of Texas, or any successor Governmental Authority.



“San Miguel
Formation” means the stratigraphic equivalent of the San Miguel Formation, found at the subsurface interval from a measured
depth of 2,655 feet to its base at a measured depth of 3,004 feet (subsea depth of -1,940 feet to -2,289 feet) in Weatherford’s
Array Density/Neutron Gamma Ray Log dated April 2, 2011, for the Dyami/Matthews No. 3V Well.



“Surface-San
Miguel Interval” means the subsurface interval underlying the Matthews Lease from the surface of the earth to the base
of the San Miguel Formation.



“Surface
Use Agreement” means the Surface Use Agreement dated as of _______________, 2013, between Carroll Dean Fischer and Eagleford
Energy Inc.



“Transfer
Taxes” means any sales, use, stock, stamp, document, filing, recording, registration, and similar tax or charge, including
any interest or penalties thereon.



“Well Completion
Costs” means all costs and expenses incurred in connection with the performance of Well Completion Operations in a Drilled
Phase I Well.



“Well Completion
Operations” means all operations necessary to complete a Phase I Well as a well capable of producing Hydrocarbons from
the Surface-San Miguel Interval as penetrated by such Phase I Well, including (in each case, to the extent determined necessary
or advisable by Participant, in consultation with Stratex, or as otherwise specified in any applicable AFE): (a) the installation
of casing, tubing, packers, and related equipment; (b) the cementing of such Phase I Well and the provision of cementing services;
(c) the installation of the Christmas tree; (d) the perforation of the wellbore; (e) the performance of acidization, ASP flooding,
or other chemical or mechanical treatment of the objective subsurface interval; (f) the performance of all necessary hydraulic
fracturing and other formation stimulation operations therein; (g) the application of other, appropriate and non-experimental enhanced
production stimulation technology selected by Participant, in consultation with Stratex; and (h) the provision of related geological
engineering services



“Working
Interest” means, with respect to the Development Area, the interest that represents the ownership of the oil and gas
leasehold estate created by the Matthews Lease and that is burdened with the obligation to bear and pay costs of operations on
or in respect of the Development Area.



Schedule 1.1 - v







EXhibit
a



Attached to and made a part of

Joint Development Agreement between

Quadrant Resources LLC, Eagleford Energy,
Zavala Inc.,

and Stratex Oil & Gas Holdings, Inc.



DESCRIPTION
OF MATTHEWS LEASE



The “Matthews
Lease” is defined and described as the Oil and Gas Lease dated effective September 1, 2013, by and between Matthews
Family Mineral Account, LP, and Delta Star Holdings, LLC, as lessors, and Eagleford Energy, Zavala Inc., as lessee, a memorandum
of which is recorded in Volume 352, Page 503, Instrument No. 088152, Official Public Records, Zavala County, Texas, covering approximately
2,629.42 acres of land, more or less, described more particularly as follows:



2629.42 acre tract of land,
lying in Zavala County, Texas, being out of and a part of the Precilla Graham Survey No. 8, Abstract No. 753 and the Thomas C,
Rife Survey No. 7, Abstract No. 769 and Survey No. 21 of the Maverick Slough Pasture Subdivision and being out of and a part of
that same certain. 3617.07 acre parent tract of land described in conveyance to Fisher Construction Co. Inc. and recorded in Volume
235, Pages 476 et seq. of the Deed Records of Zavala Co. Texas, said 2629.42 acre tract being more particularly described by metes
and bounds as follows: (The courses, distances and areas shown herein and cited on the corresponding plat conform to the Texas
Coordinate System, North American Datum 1927, Texas South Central Zone)



BEGINNING at a 3⁄4"
steel stake for the southeast corner of said 3617.07 acre parent tract and being the southeast corner of the herein described tract,
from which a 3⁄4" steel stake for the northeast corner of said 3617.07 acre parent tract, at a point on the southeast
right-of-way line of U. S. Highway No. 57 bears N 02° 20' 06" at a distance of 21,790.40 feet;



THENCE: With the boundary line
of the herein described tract and generally with occupied fence for the following four (4) calls:



| | 1.) | S 89° 13' 59" W, at 4322.16 feet pass 3-way fence corner
with fence to the left, at 5747.65 feet pass 3⁄4" steel stake under fence, at 8183.21 feet pass 3⁄4" steel
stake under fence continuing for a total distance of 8652.24 feet to a 3⁄4" steel stake for the southeast corner of said
3617.07 acre parent tract and being the southwest corner of the herein described tract;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.) | N 01° 07' 05" W, for a distance of 6379.47 feet to a 1⁄4"
steel, stake for the lower northwest corner of the herein described tract;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



| | 3.) | N 56° 57' 01" E, for a distance of 3436.38 feet to a point
on the westerly occupied fence of the herein described tract;
| | --- | ------------------------------------------------------------------------------------------------------------------------



| | 4.) | N 01° 02' 07" W, for a distance of 4303.26 feet to a point
on fence at the ostensible lower northwest corner of the Thomas C. Rife, Survey No. 7, Abstract No. 769:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



THENCE: With the northerly line
of said Survey No. 7, Abstract No. 769 and being the northerly line of the herein described tract for the following three (3) calls:



| | 1.) | N 88° 57' 53" E, for a distance of 1480.00 feet to a point
for the ostensible reentrant corner of said Survey No. 7, Abstract No. 769 and being a reentrant corner of the herein described
tract;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.) | N 00° 59' 04", for a distance of 2940.00 feet to the ostensible
upper northwest corner of said Survey No. 7, Abstract No. 769 and being a middle northwest corner of the herein described tract;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3.)	3)
	S 88° 34' 31" E, for a distance of 4700.04 feet to a point for the reentrant corner of the herein described tract;



THENCE: N 02° 20' 18"
E, with the upper westerly line of the herein described tract for a distance of 6486.60 feel to a concrete Highway Department Monument
for the upper northwest corner of this tract, at a point on the southeast right-of-way line of U. S. Highway No. 57 and being the
beginning of a curve to the left, whose radius is 3894.72 feet;



Exhibit A - i







THENCE: Northeasterly with said
curve deflecting continuously and uniformly to the left, for an arc distance of 368.16 feet (chord = N 86° 59' 55" E,
368.03 feet), and continuing on arc to a 3⁄4” steel stake, near 3-way fence corner for the northeast corner of said
3617.07 acre parent tract and being the northeast corner of the herein described tract;



THENCE: S 02° 20' 06"
W, with the easterly line of this tract, with the ostensible westerly line of the Pedro Jose de Aguirre, Eleven League Land Grant,
Abstract No 2 and generally with occupied fence, at 2935.85 feet pass 1" iron Pipe at 3-way fence corner with fence northeasterly,
at 6498.31 feet pass the ostensible northeast corner of said Survey No. 7, Abstract No. 769, at 14,370.96 feet pass 1 1⁄4"
iron pipe at 3-way fence corner with fence northeasterly, at 14,935.25 feet pass the ostensible northeast corner of said Survey
No. 8, Abstract No. 753, at 18,631.15 feet cross apparent buried gas pipeline, continuing for a total distance of 21,790.40 feet
to the Place of Beginning and containing 2629.42 acres of land, more or less.



INTERESTS OF STRATEX AND EEZ IN THE DEVELOPMENT AREA:



|        |  | Working Interest |        |   | Net Revenue Interest | 
|------- |  | ---------------- | ------ | - | -------------------- | 
|Stratex |  |                  | 50.000 | % |                      | 
|EEZ     |  |                  | 50.000 | % |                      | 



Exhibit A - ii







Exhibit
B



Attached to and made a part of

Joint Development Agreement between

Quadrant Resources LLC, Eagleford Energy,
Zavala Inc.,

and Stratex Oil & Gas Holdings, Inc.



Form
of conveyance



See attached pages.



Exhibit B - i







EXhibit C



Attached to and made a part of

Joint Development Agreement between

Quadrant Resources LLC, Eagleford Energy,
Zavala Inc.,

and Stratex Oil & Gas Holdings, Inc.



DESCRIPTION
OF Operating Agreement



See attached pages.