Exhibit 10.1


 





MASTER GEOPHYSICAL DATA-USE LICENSE


(Multiple Transaction)


 


This Master Geophysical Data-Use License (the
“License”) is dated effective this 12TH day of June, 2014, between Seismic Exchange, Inc., a Louisiana corporation
(“Licensor”) and Virtus Oil and Gas Corp., a Nevada corporation (“Licensee”).


 


In consideration of the mutual promises contained
in this License and other good and valuable consideration, Licensor agrees to grant to Licensee and Licensee agrees to accept a
non-exclusive license to use certain Data from time to time upon the terms and conditions set forth in this License. Upon each
occasion Licensor licenses specific Data to Licensee, the Parties will execute a supplemental agreement (“Supplement”)
to this License. The Supplement will be in substantially the form attached to this License as Exhibit A and will identify the specific
Data licensed, the consideration to be paid by Licensee, and other particulars concerning the license transaction to which the
Parties mutually agree.


 





 


	1.	 	 Definitions: Capitalized terms used in this License have
the following meanings:



 


	 	1.1		“Acquirer(s)” means Third Parties that acquire, either directly
or indirectly, Ownership or Control, whether accomplished by statutory merger, consolidation or stock purchase, or an asset sale
representing one hundred percent (100%) of the oil and gas assets of Licensee.



 


	 	1.2		“Confidentiality Agreement(s)” means a written agreement between
Licensee and a Third Party to maintain the Data and Derivatives in strict confidence as provided herein and not to Show or transfer
the Data, Derivatives, or any analyses or interpretations thereof to any Third Party.



 


	 	1.3		“Consultant(s)” means Third Parties which are bona fide, recognized
consultants in the geophysical industry engaged by Licensee to interpret, reprocess, or make other technical studies of the Data
for the sole use and benefit of Licensee. Licensee’s Consultants may not be Prospective Partners, Partners, Prospective
Acquirers or Acquirers, marketers of geophysical data, or any individual or organization that owns a working interest position
in/under any of the area (land acreage or marine blocks) covered by the Data. Additionally, any individual or organization that
is qualified to be an operating rights holder or operator (under federal regulations) shall be excluded from the definition of
Consultant(s).



 


	 	1.4		“Control(s)” means the ability to direct, manage and/or dictate
the actions of and/or determine the management of the entity in question whether by the election of members of the Board of Directors
or other governing body of such entity, or by having a majority number of members of such governing body or by other means.



 


	 	1.5		“Data” means geophysical and geological information, regardless
of the form or medium on which it is displayed or stored. Data also includes interpretations created by Licensor for license to
Third Parties. Specific Data subject to this License is more particularly described in each Supplement.



 


	 	1.6		“Data Owner” means the entity that holds actual title and ownership
interest in and to the Data and is identified specifically on the Supplement(s).



 


	 	1.7		“Derivative(s)” means all processed and reprocessed Data regardless
of the form or medium on which it is displayed or stored whether produced by Licensee or Third Parties.
	 	 	 	 
	 	1.8	 	“License” means this agreement as supplemented by each Supplement.
	 	 	 	 
	 	1.9	 	“Licensee” is defined in the first paragraph of this License.
	 	 	 	 
	 	1.10	 	“Licensor” is defined in the first paragraph of this License.



 


	 	1.11		“Licensee Interpretation(s)” means products created by Licensee
or its Consultants that are based upon space and time location of the Data and/or Derivatives but do not directly incorporate
actual Data or Derivative values or magnitudes.



 


	 	1.12		“Ownership” or “Owns” means, in the case of a corporation
or other entity that issues voting securities, greater than 50% of the outstanding common stock or other voting securities and,
in the case of a partnership trust or other entity, greater than 50% of the interest in the profits thereof.
	 	 	 	 
	 	1.13	 	“Parties” means Licensor and Licensee. “Party”
means either Licensor or Licensee.



 


	 	1.14		“Partner(s)” means Third Parties contractually related to Licensee
in Third Party Business Transactions (whether or not such relationships constitute a partnership at law).



 


	 	1.15		“Processor(s)” means Third Parties which are bona fide recognized
contractors that are engaged by Licensee to provide reformatting or reprocessing services for geophysical and geological data
for the sole use and benefit of Licensee; provided that such contractors are not, directly or indirectly, related to or in the
business of exploring for or producing hydrocarbons.



 


	 	1.16		“Prospective Acquirer(s)” means any Third Party who is conducting
bona fide negotiations in an endeavor to become an Acquirer.



 


	 	1.17		“Prospective Partner(s)” means any Third Party who is conducting
bona fide negotiations in an endeavor to become a Partner.



  


	 	1.18		“Related Entity or Related Entities” means any entity which, as
of the date of this License, is (i) wholly owned by Licensee (Licensee’s subsidiary), or (ii) wholly owns Licensee (Licensee’s
parent), or (iii) is a result of an internal reorganization provided such reorganization shall not include entities formed after
the date hereof to accomplish a statutory merger, asset sale or purchase, stock sale or purchase or any other transaction with
an entity that is not defined as a Related Entity as of the date of this License.





 





	Licensor __________	Page 1 of 6	Licensee
    __________







 


SEI®
Corpus Christi • Dallas • Denver • Houston • New Orleans • Tulsa







 






    	 



    	 



    

 





	 	1.19		“Show(n)”
means to display or otherwise allow passive viewing, under the direct supervision and control of Licensee, of the Data or
Derivatives for short periods of time to a Third Party in secure environments whereby such Third Parties are not able to (i) operate
any computer workstation on which the Data or Derivatives are displayed; (ii) make copies, summaries, transcriptions, reproductions
or interpretations of any type; (iii) remove copies, summaries or transcriptions of the Data or Derivatives from Licensee’s
premises; or (iv) otherwise impair the intellectual property value of such Data or Derivatives.





 





	 	1.20	 	“Storage Contractor(s)” means Third Parties which are bona fide recognized contractors that are engaged by
Licensee to provide central storage facilities and retrieval services and/or electronic databases for geophysical and geological
data for the sole use and benefit of Licensee; provided that such contractors are not, directly or indirectly, related to or in
the business of exploring for or producing hydrocarbons and are not competitors of Licensor.




 





	 	1.21	 	“Supplement(s)” is defined
in the second paragraph of this License.
	 	 	 	 
	 	1.22 	 	“Third Party” or “Third
Parties” means any corporation, individual, partnership, trust, or other entity not a party to this License (including
Prospective Acquirers and Prospective Partners) other than a Related Entity.
	 	 	 	 
	 	1.23 	 	“Third Party Business Transaction(s)”
means farmouts, operating agreements, acreage trades, areas of mutual interest, joint development agreements, joint bidding agreements
and similar business transactions entered with Third Parties for the joint exploration and/or development of a particular geographical
area(s).






 





	2.	 	 Data Ownership/Confidential Treatment:



 








	 	2.1 	 	Ownership/Confidentiality. Licensor owns or otherwise has the right to license to others
    the right to house the Data. Licensor represents, and Licensee acknowledges, that the Data and Derivatives, regardless of
    the form or the medium on which they are stored, constitute a valuable and highly confidential trade secret that are not generally
    available and are the sole property and proprietary information of Licensor (and/or Data Owner on behalf of which Licensor
    acts). Title to the Data shall remain in Licensor (and/or Data Owner on behalf of which Licensor acts) and Licensee shall
    acquire, under the terms hereof, only the non-exclusive right to utilize such Data on the terms provided herein. Licensee
    shall in no event disclose or transfer the Data or any derivation thereof to any individual or entity whatsoever, except as
    may specifically be provided in this License. Licensor shall have the right at any time to license any part of the Data to
    persons or entities other than the Licensee at such prices and on such terms as are determined by Licensor. Except as expressly
    permitted by this License, Licensee agrees (a) to keep strictly confidential, and shall ensure that its employees and agents
    keep strictly confidential, the Data and Derivatives and (b) not to Show, allow the use of, or deliver the Data or Derivatives
    to any other person.
	 	 	 	 
	 	2.2	 	 Original Data-Retention/Licensing, Right to
Destroy. It is the intent of Licensor to retain the original Data (such as field tapes and other related information obtained
during acquisition); however, Licensee acknowledges that original media may erode, become damaged, and/or contain Data not relevant
to the licensed area and n such situations, Licensor may be unable to provide Licensee the portion of the original Data thereby
affected. Licensor shall have the sole right to delete or discard the original Data at Licensor’s sole discretion. Licensee
may obtain a license to use such original Data subject to such additional terms and conditions as Licensor deems necessary, which
terms may include the payment of an additional license fee.
	 	 	 	 
	 	2.3	 	 Notice of Restricted Use. Licensee may
make copies of any Data and Derivatives for the sole purpose of using such copies pursuant to the rights granted herein; provided
that all such copies shall have the following Notice printed thereon or attached to it or its container:
	 	 	 	 
	 	 	 	 NOTICE


 


“This Data is proprietary to and a trade secret of Seismic Exchange, Inc. (“Licensor”)
or Data Owner. The use of this Data and Derivatives is restricted to those individuals and entities holding a valid use license
from Licensor or Data Owner and is subject to the confidentiality terms of that license.

This notice shall not be removed, obliterated, concealed
or otherwise obscured by Licensee or those to whom the Data or Derivatives is disclosed or transferred, as may be permitted in
this License.

	 	 	 	 








	3.	 	 Disclosure of Data & Derivatives: Licensee shall
have the non-exclusive right to use the Data and Derivatives for its internal purposes only. Licensee shall not show, transfer
or otherwise dispose of or allow access to, or use of any or all, of the Data or Derivatives except as specifically provided for
in this Article 3. Copies of any Confidentiality Agreements between Licensee and Third Parties as required by the terns of this
License shall be provided to Licensor upon written request.



 








	 	3.1		Related Entities. Related Entities shall
have the same right of usage of the Data and Derivatives as has Licensee, provided that such Related Entity shall be bound by the
terms of this License to the same extent as is Licensee. In the event that any such Related Entity should cease to exist or no
longer meet the definition of a Related Entity, all rights of usage by such entity in the Data and Derivatives shall immediately
cease and any copies of the Data and Derivatives, or physical manifestations thereof, then in the possession of such entity shall
immediately be returned to Licensee.
	 	 	 	 
	 	3.2	 	Government Agencies



 


	 	 	3.2.1 	Notwithstanding the foregoing, the Data and derivatives
may be disclosed to the extent such disclosure is specifically required by law, governmental or court decree, order rule or regulation,
or by any similar legal process. In the event Licensee is required by law, governmental or court decree, order, rule or regulation,
or by any similar legal process to disclose any Data or derivatives, Licensee shall give Licensor prompt notice of such process
so that Licensor may seek an appropriate protective order (or other appropriate remedy) with respect to maintaining the confidentiality
of the affected Data and Derivatives before disclosure thereof by Licensee. If, in the absence of a protective order, Licensee
is nevertheless compelled to disclose Data or derivatives, Licensee may disclose only that portion of the Data or Derivatives that
Licensee is advised by written opinion of counsel is legally required to be disclosed in compliance with the relevant process.
In the event of such disclosure, Licensee shall give Licensor written notice of the Data or Derivatives that Licensee is advised
by written opinion of counsel is legally required to be disclosed in compliance with the relevant process. In the event of such
disclosure, Licensee shall give Licensor written notice of the Data or Derivatives to be disclosed as far in advance of its disclosure
as practicable, and upon Licensor’s request, Licensee shall use reasonable efforts to obtain assurances that the disclosed
Data or Derivatives will be accorded confidential treatment.





 
















	Licensor __________	Page
    2  of 6	Licensee
    __________







 


SEI®
Corpus Christi • Dallas • Denver • Houston • New Orleans • Tulsa







 



    	 



    	 



    

 





	 	 	3.2.2	Pursuant to regulations issued by the Bureau of Ocean Energy Management
    (“BPEM”) or the Bureau of Safety and Environmental Enforcement (“BSEE”), agencies of the United
    States government, or precedessors or successors as applicable, licensor hereby notifies Licensee, and Licensee hereby
    acknowledges that by licensing to Licensee of geological and/or giophysical Data or Derivatives, Licensee assumes the
    obligations under 30 CFR Parts 250-252 and/or 550-551, as applicable, and as amended or superseded from time to time. The
    provisions of this paragraph do not limit or supersede the provisions of Section 3.2.1 above.



 


	 	3.3	 	Outside Service Providers



 


	 	 	3.1.1	Consultants    The Data and Derivatives may be made
    available to Licensee’s Consultant for the sole use and benefit of Licensee provided the Consultant signs a Confidentiality
    Agreement in advance of the restricted use of the Data or Derivatives. The Data and Derivatives shall remain on the premises
    of Licensee and all analyses or interpretations hereof by Consultant shall be done on such premises and shall not be removed
    therefrom without the prior written consent of Licensor. Upon completion of the work for which Consultant has been engaged,
    the Consultant shall not retain any copies of the Data, Derivative, or any analyses or interpretations of the Data or Derivatives. 
	 	 	 	 
	 	 	 	In the event Licensee deems it necessary for Data and Derivatives, or portions thereof, to
    be     removed from Licensee’s premises for utilization by a Consultant, Licensee hereby agrees to do so only under
    the     following conditions: Licensee shall submit a request in writing to Licensor for removal of the Data and
    Derivatives     which shall include a) the name and address of such Consultant, b) a copy of Licensee’s agreement with
    such Consultant whereby Consultant agrees to the conditions set forth herein for such Licensee’s representation and
    warranty that Consultant is contracted to provide consulting services exclusively for Licensee, d) Licensee’s
    representation and warranty that Licensee shall be responsible for compliance herewith by such Consultant, e)
    Licensee’s agreement that upon the occurrence of any breach hereof by License or its Consultant, including, but not
    limited to, the unauthorized disclosure of the Date and Derivatives to third party or use of the Data and Derivatives by
    Consultant for purposes other than for the benefit of Licensee, then in such event Licensees shall pay Licensor damages, and
    not as a penalty, a fee equal to Licensor’s then current license fee for each linear or square mile of the the Data
    and     Derivatives involved in such breach or unauthorized disclosure or use. Licensor shall not unreasonably withhold its
    consent     to Licensee’s request for such removal of the Data Derivatives from Licensee’s premises for use by a
    Consultant     in accordance herewith, provided, however, Licensor may condition such consent on additional assurances, as
    Licensor deems     necessary, to protect the confidentiality of the Data and Derivatives.
	 	 	 	 
	 	 	3.3.2	Processors       The Data may be made available
    to Licensee’s Processors for the purpose of creating Derivatives provided the Processor signs a Confidentiality Agreement
    in Advance of the restricted use of the Data and immediately returns the Data and Derivatives to Licensee upon the completion
    of the work for which the Processor has been engaged. All Derivatives shall be marked as provided in Section 2.3 above to
    identify it as containing Data proprietary to Licensor. Upon completion of the work for which Processor has been engaged,
    the Processor shall not retain any copies of the Data, derivatives, or any analyses or interpretations of the Data or Derivatives.
	 	 	 	 
	 	 	3.3.3	Storage Contractors       The Data and Derivatives
    may be delivered to the custody of Licensee’s Storage Contractor provided the Storage Contractor (i) signs a Confidentiality
    Agreement prior to the delivery of any Data; (ii) makes such Data and Derivatives available only to Licensee or Licensee’s
    Related Entities as authorized by Licensee as provided herein; and (iii) immediately returns all copies of the Data and Derivatives
    to Licensee upon completion of the service engagement with Licensee.
	 	 	 	 
	 	 	3.3.4	Compliance       Licensee shall be responsible for
    compliance herewith or Consultant(s), Processor(s), and Storage Contractor(s).



 





	 	3.4	 	Prospective Acquirers/Prospective
    Partners/Partners       Licensee     may Show the Data or Derivatives to Prospective
    Acquirers, Prospective Partners, or Partners provided the respective Third     Party signs a Confidentiality Agreement, to
    be     provided to Licensor upon request, in advance of the disclosure of the Data     or Derivatives, the Data or
    Derivatives Shown     are limited to such portions of the Data or Derivatives directly pertaining to the     prospect(s)
    under negotiation, and that     such disclosures shall occur on Licensee’s premises.
	 	 	 	 
	 	3.5		Partners     Licensee shall not give copies of the Data or
    Derivatives to any Acquirer of Licensee or any Partner or Prospective Partner of Licensee without the express prior written
    consent of Licensor; such consent may be premised upon the payment of a fee to Licensor.
	 	 	 	 
	 	3.6		Internet Disclosures       Licensee shall not Show
    Data or Derivatives to Third Parties via the Internet, E-Commerce sites, virtual data rooms, asset divestiture web sites,
    or any other similar means of virtual access outside of Licensee’s premises without the express written consent of Licensor;
    such consent may be premised upon the payment of a fee to Licensor.



 





	4.	 	Taxes:  In the event any sales, gross receipts, value added,
    use or similar tax is levied or assessed against Licensor as a consequence of the licensing of Data to  Licensee hereunder,
    such taxes shall be for the sole account of Licensee, who shall promptly reimburse Licensor in full for any taxes so paid
    by Licensor upon receipt by Licensee of Licensor’s invoice.
	 	 	 
	5.		Transfer of License:  Licensee shall not sell, sublicense, assign, or transfer
    this License to a Third Party, in whole or in part, or transfer its rights or obligations hereunder.



 


	 	5.1		Acquisition/Mergers       This
    License and all Supplement(s) shall automatically terminate at such time a Third Party becomes an Acquirer of Licensee
    unless Licensor receives payment from either Licensee or the Acquirer in the amount of no greater than fifth percent
    (50%) of the highest current licensee fee as of the date of the acquisition or merger linear mile or per square mile,     as
    applicable, and the Acquirer signs Licensor’s then standard license agreement. Should this License terminate, the
    provisions of Section 8 regarding the return of Data and Derivatives shall apply. 




















	Licensor __________	Page
    3       of 6	Licensee
    __________







 


SEI®
Corpus Christi • Dallas • Denver • Houston • New Orleans • Tulsa






    	 



    	 



    

 


	 	5.2		The provisions of this Section 5 shall not apply to situations where the voting
    securities of Licensee (or any of its parents) are publicly traded and the ownership of such securities changes over time
    in the normal course of business unless, however, Ownership or Control of Licensee (or any of its parents) becomes,
    after the date hereof, concentrated in one unrelated Third Party or more than one such Third Parties acting together.



	6.		WARRANTIES AND DISCLAIMERS:



	 	6.1		LICENSOR WARRANTS ONLY THAT IT OWNS OR CONTROLS THE OWNERSHIP RIGHTS IN THE DATA
    AND HAS FULL AUTHORITY AND POWER TO GRANT TO LICENSEE THE USE RIGHTS COVERED BY THIS LICENSE. LICENSOR ASSUMES ALL
    LIABILITIES WHICH MAY ARISE OUT OF ITS ACTIVITIES IN ACQUIRING AND PROCESSING THE DATA, AND AGREES TO INDEMNIFY, DEFEND AND
    HOLD LICENSEE HARMLESS FROM ANY CLAIMS, ACTIONS, OR DAMAGES, INCLUDING ATTORNEY’S FEES AND EXPENSES, ARISING OUT OF
    SUCH ACTIVITIES, PROVIDED LICENSEE NOTIFIES LICENSOR PROMPTLY IN WRITING OF ANY SUCH CLAIMS AGAINST IT AND GIVES LICENSOR
    AUTHORITY, INFORMATION AND ASSISTANCE (AT LICENSOR’S EXPENSE) FOR THE DEFENSE OR ASSISTANCE IN THE DEFENSE OF SUCH PROCEEDINGS.
	 	 	 	 
	 	6.2	 	DATA DELIVERED TO LICENSEE HEREUNDER ARE, TO THE BEST OF THE KNOWLEDGE, INFORMATION AND
    BELIEF OF LICENSOR, PREPARED IN ACCORDANCE WITH ACCEPTED PRACTICES OF THE GEOPHYSICAL AND LICENSOR MAKES NO REPRESENTATION
    OR     WARRANTY, EXPRESS OR IMPLIED, IN RESPECT TO THE QUALITY, ACCURACY OR USEFULNESS OF SUCH DATA OR OTHERWISE AND ANY
    SUCH IMPLIED WARRANTIES OR REPRESENTATIONS ARE HEREBY EXPRESSLY NEGATED. SUCH DATA ARE DELIVERED HEREUNDER WITH THE
    EXPLICIT     UNDERSTANDING AND AGREEMENT OF LICENSEE THAT ANY ACTION TAKEN OR EXPENDITURES MADE BY LICENSEE AND ITS RELATED
    ENTITIES AND MEMBERS OF ITS EXPLORATION GROUPS BASED ON ITS OR THEIR EXAMINATION, EVALUATION, INTERPRETATION OR USE OF THE
    DATA SHALL BE AT ITS OWN RISK AND RESPONSIBILITY AND NEITHER LICENSEE NOR SUCH OTHER PARTIES SHALL HAVE ANY CLAIM AGAINST
    LICENSOR AND HEREBY RELEASES LICENSOR FROM ANY LIABILITY AS A CONSEQUENCE THEREOF.
	 	 	 	 
	 	6.3	 	LICENSOR MAKES NO REPRESENTATION THAT OIL AND GAS OR OTHER MINERAL LEASES WILL BE GRANTED OR
    OTHER EXPLORATION ACTIVITY WILL BE AUTHORIZED FOR AREAS COVERED BY THE DATA BY ANY INDIVIDUAL, CORPORATION, GOVERNMENT ENTITY
    OR OTHER THIRD PARTY AND ANY IMPLIED WARRANTY OR REPRESENTATION TO THAT EFFECT IS HEREBY EXPRESSLY NEGATED.
	 	 	 	 
	 	6.4	 	NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINABOVE, LICENSOR SHALL IN NO EVENT
    BE LIABLE TO LICENSEE OR ANY OTHER PARTIES FOR PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR
    ARISING OUT OF THIS LICENSE OR THE USE BY LICENSEE OR SUCH OTHER PARTIES OF THE DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF
    PROFIT OR BUSINESS INTERRUPTION, HOWEVER, SAME MAY BE CAUSED.






	7.	 	Term & Termination:



 


	 	7.1	 	Subject to the further provisions hereof, the term of this License shall end
    seven (7) years from the date first written above. The term on each Supplement shall end twenty (20) years after the
    effective     date of such Supplement. Notwithstanding the foregoing, the Parties shall continue to be bound by all terms
    and     conditions of this License for the unexpired term of any active Supplement(s).
	 	 	 	 
	 	7.2	 	Automatic Termination       This License and Supplement(s)
    shall automatically terminate should the following occur:



	 	 	7.2.1	In accordance with Section 5.1; or
	 	 	 	 
	 	 	7.2.2	Should Licensee voluntarily file a petition in bankruptcy or assign, voluntarily or
    involuntarily, its assets for the benefit of its creditors or should proceedings be commenced against or by Licensee under
    any bankruptcy, insolvency or similar statute; or
	 	 	 	 
	 	 	7.2.3	Should Licensee commit a material breach of any provision of this License and/or
    Supplement(s)     relating to use, display, Showing, sale, trade, lending, or other disposition of the Data and Derivatives,
    except as specifically authorized herein.



	 	7.3	 	Termination Upon
    Notice         This License and all Supplement(s) shall terminate
    should the following occur: 



	 	 	7.3.1	Should Licensee fail to comply with or breach of any other provisions not
    included in Section 7.2 above and subsequently fail to remedy such breach within thirty (30) days following written notice
    from Licensor; or
	 	 	 	 
	 	 	7.3.2	Should Licensee fail to make any payment for use of the Data as set forth in this License or
    applicable Supplement and subsequently fail to remedy such breach within thirty (30) days following the date of any initial
    notice from Licensor.



 





	 	7.4	 	Waiver       Notwithstanding the foregoing,
    such terminations may be waived if agreed to in writing by both Parties.



 


	8.	 	Effects of Termination:



 





	 	8.1	 	Return of Data        Upon termination
    of this License or any Supplement, regardless of the cause, Licensee shall within thirty (30) days return and/or destroy all
    respective Data and Derivatives and shall within the same thirty (30) day period provide written certification that all copies
    of the Data and Derivatives, and any physical manifestations thereof, subject to this License and/or the affected Supplement,
    have been returned to Licensor or destroyed, including removal of such Data from Licensee’s storage and archival systems,
    workstations, prospect files, and that Licensee has retained no copies of such Data and Derivatives. For a period of twelve
    (12) months from the termination of any License or Supplement, Licensor shall have the right to audit Licensee’s premises,
    systems and storage sites to verify that all of the affected Data and Derivatives have been returned or destroyed. The Parties
    hereby agree that Licensee Interpretations shall not be affected, returned, or destroyed and shall remain the property of
    Licensee.



 



















	Licensor __________	Page
    5                 of 6	Licensee
    __________







 


SEI®
Corpus Christi • Dallas • Denver • Houston • New Orleans • Tulsa



 



    	 



    	 



    




 


	 	 	 	 
	 	8.2	 	Collection Expenses       If Licensor is required to
    engage the services of a collection agency or attorney to enforce its rights under this License, including an action for
    damages, declaratory judgment or injunction, Licensor shall be entitled to recover, in addition to any other costs and
    relief     that may be granted by the court in any such action, reasonable attorney fees and other costs of collection, as
    well as court costs and other fees and expenses incurred by reason of such engagement. That recovery shall include court
    costs and attorney’s fees incurred by Licensor during any appeal.
	 	 	 	 
	 	8.3	 	Cumulative Rights          The
    rights     and remedies granted in this License to Licensor in the event of default are cumulative and the exercise of any
    of     those rights and remedies shall be without prejudice to the enforcement of any other right or remedy, including without
    limitation injunctive relief and specific enforcement, available by law or in equity or authorized by this License.



 





	9.	 	Confidentiality of License Agreement:
              Licensee     agrees that this License and any Supplement and the
    terms hereof any thereof are confidential and may not be disclosed to any individual or entity without Licensor’s
    prior     written consent, except this License and its terms may be disclosed (i) to Licensee’s employees as required
    in the performance of their duties; (ii) to outside auditors, Consultants and counsel to the extent necessary to perform
    their respective duties to the Licensee; (iii) as required by law or regulatory or judicial order, provided that Licensee
    provides Licensor with prompt written notice in order that Licensor may seek a protective order or other appropriate remedy
    and Licensee shall only furnish that portion of the License or Supplement that is legally required and will use its best
    efforts to obtain reliable assurance that confidential treatment will be accorded such documents; (iv) to Related Entities
    pursuant to Section 3.1 above; and Licensee may disclose the existence of the License to acknowledge that Licensee holds a
    valid license to the Data in the geographic area covered by this License hereunder.
	 	 	 
	10.	 	Notices:






	 	10.1	 	All notices permitted or required to be given under the terms of this License
                                                shall be in writing and shall be deemed effective upon receipt if sent by registered or certified and return receipt
                                                requested prepaid post, or by telex, telecopier, facsimile, e-mail or other electronic means (all with receipt confirmation)
                                                or by commercial courier/messenger service and addressed to the respective Parties hereto at their respective addresses shown
                                                below or at such other address as shall be designated in accordance with this Notice Provision.  







	 	Licensor	 	Licensee
	 	Seismic Exchange, Inc.	 	Virtus Oil and Gas Corp.
	 	11050 Capital Park Drive	 	1517 San Jacinto Street
	 	Houston, TX 77041	 	Houston, TX 77002
	 	Phone: (832) 590-5100	 	Phone: (281) 806-5000
	 	Facsimile: (832) 590-5294	 	Facsimile: (281) 605-5842
	 	Attn: Julie Kay Hardie	 	Attn: Rupert Ireland






	 	10.2	 	Either Party may change its address for notices purposes at any time
  upon giving written notice specifying such new address and the effective date of such address change to the other
Party, as provided above.  



	11.	 	Waiver:     The rights of each Party hereto,
    whether granted by this License or by law or equity, may be exercised, from time to time, singularly or in combination, and
    the waiver of one or more of such rights shall not be deemed to be a waiver of such right in the future or of any one or
    more     of such rights shall not be deemed to be a waiver of such right in the future or of any one or more of the other
    rights      which     the exercising Party may have. Any right and any breach of a term, provision or condition of this
    License by one     Party shall not be deemed to have been waived by the other Party hereto, unless such waiver is expressed
    in     writing and signed     by an authorized representative of such Party, and the failure of either Party to insist upon
    the     strict     performance of any     term, provision or condition of this License shall not be construed as a waiver or
    relinquishment in     the future of the same     or any other term, provision or condition.
	 	 	 
	12.	 	Governing Law/Disputes:        All questions
    arising out of or concerning this License and each Supplement or its validity, interpretation, performance or breach shall
    be governed and decided by application of the appropriate laws (except for any rule of such laws which would make the law of
    any other jurisdiction applicable hereto) of the State of Louisiana. Any dispute between the Parties that cannot be resolved
    by mutual agreement shall be resolved and decided by the federal or state courts of the State of Louisiana and the Parties
    hereto do hereby irrevocably submit themselves to the jurisdiction of such courts for such purposes.
	 	 	 
	13.	 	Headings:          The headings in
    this Agreement and any index are for convenience reference only and shall not be used as aids to its interpretation.
	 	 	 
	14.	 	Entire Agreement: There are no understandings or agreements relative to this License
    and each Supplement concluded by the Parties pursuant hereto that are not fully expressed herein. This License and each Supplement
    are the entire agreement of the Parties concerning the subject matter hereof, and no modification, amendment or addition to
    this License or a Supplement may be effected unless in writing which specifically references this License and/or the applicable
    Supplement and is signed by an authorized representative of each party.
	 	 	 
	 	 	IN WITNESS WHEREOF, the Parties have caused this License to be executed and effective
    as of he date first above written.



 


	Licensor:	 	Licensee:
	Seismic Exchange, Inc.	 	Virtus Oil and Gas Corp.
	 	 	 
	 	 	 
	By: /s/ Shirley Ross for Julie Hardie	 	By: _________________
	Title: License Administrator	 	Title: ________________
	Date: June 12, 2014	 	Date: ___________________
	 	 	 



 






















	Licensor __________	Page
    5            of 6	Licensee
    __________







 


SEI®
Corpus Christi • Dallas • Denver • Houston • New Orleans • Tulsa






    	 



    	 



    

 


Exhibit
“A”


Supplemental Agreement


SEI Reference Number:


 


This Supplemental Agreement
(“Supplement”) is dated this _____ day of _______,____ between Seismic Exchange, Inc. (“Licensor”),
and Virtus Oil and Gas Corp. (“Licensee”) subject to the following:


 


	1.		The License.       This
                                         Supplement is concluded pursuant to and made part of this Master Geophysical Data-Use
                                         License between the parties hereof dated the 12th day of June, 2014 (the “License”),
                                         the terms of which are incorporated herein by reference, except as expressly negated
                                         or modified below.
	 	 	 
	2.	 	The Data.       The
                                         Data subject hereto is summarized as follows and described on Exhibit A, attached hereto,
                                         which sets forth a complete listing of the 2D seismic lines and mileage licensed:
	 	 	 
	 	 	Date Type:_________________________________

Location: __________________________________

Marketing Rep: _____________________________

Sub-Broker: ________________________________

SEI Office: _________________________________



 


 


	3.	 	Compensation: The “Grand Total” above sets forth the compensation for the
                                                                                   non-exclusive right to use such Data and related charges for reproduction. Licensor shall invoice Licensee for the Grant
                                                                                   Total, which shall be due within thirty (30) days of invoice date. Payment of any portion of the Grand Total shall not be
                                                                                   conditioned upon the subsequent receipt of any supporting information.
                                                                                   
	 	 	 
	4.	 	Data Version(s) and Media Ordered:






	Data delivered to the following addresses:
	Company and Attention

Deliverables:



 


	5.	 	Counterparts: This License Agreement may be executed i) in counterparts, each of
                                                                                   which                                                                                    is deemed an original and together
                                                                                   they constitute one and the same instrument; and/or ii) by facsimile, electronic, digital or comparable signature, which
                                                                                   shall be deemed by the Licensor and Licensee to be effective as an original manual signature. An executed License Agreement
                                                                                   may also be transmitted by facsimile or electronic means



	LICENSOR:	 	LICENSEE:
	Seismic Exchange, Inc.	 	Virtus Oil and Gas Corp.
	11050 Capital Park Drive	 	1517 San Jacinto Street
	Houston, TX 77041	 	Houston, TX 77002
		 	
		 	
	Attention:		Attention: Rupert Ireland
	 	 	 
	By: _________________________	 	By: _____________________
	Acting on Behalf of the Data Owner(s) as detailed above	 	 
	Date: ________________________	 	Date:___________________________
	 	 	 



 


2D DATA: Please sign and return to Seismic Exchange, Inc., Attn: 2D Licenses,
11050 Capital Park Drive, Houston, Texas 77041, or Licenses@seismicexchange.com.


 


3D DATA: Please sign and return to Seismic Exchange, Inc., Attn: 3D Licenses,
11050 Capital Park Drive, Houston, Texas 77041, or Licenses@seismicexchange.com.


 

























	Licensor __________	Page
    6            of 6	Licensee
    __________







 


SEI®
Corpus Christi • Dallas • Denver • Houston • New Orleans • Tulsa






    	 



    	 



    

 


Supplemental Agreement


SEI Reference
Number: 14-1948


 


This Supplemental
Agreement (“Supplement”) is dated this 12th  day of June,2014  between Seismic Exchange, Inc.
(“Licensor”), and Virtus Oil and Gas Corp. (“Licensee”) subject to the following:


 


	1.		The License.       This
                                         Supplement is concluded pursuant to and made part of this Master Geophysical Data-Use
                                         License between the parties hereof dated the 12th day of June, 2014 (the “License”),
                                         the terms of which are incorporated herein by reference, except as expressly negated
                                         or modified below.



	2.	 	The Data.       The
                                         Data subject hereto is summarized as follows and described on Exhibit A, attached hereto.



 


	3.	 	Compensation.     The “Grand Total” above sets
                                                                                                        forth the compensation for the non-exclusive right to use such Data and related charges for reproduction. Licensor shall
                                                                                                        invoice Licensee for Grand Total plus applicable sales tax, if any, upon receipt to this executed Supplement, and such shall
                                                                                                        be immediately due. Licensee shall make payment by wire or ACH transfer; however, Licensee shall be responsible for any
                                                                                                        fee(s) charged by the initiating bank for such wire or ACH transfer and shall ensure that the full invoiced amount is
                                                                                                        remitted to Licensor. This license is contingent upon Licensee’s pre-payment of the Grand Total prior to the delivery
                                                                                                        f                                                                                                         any Data to
                                                                                                        Licensee. Payment of the Grand Total shall not be conditioned upon the subsequent receipt of any supporting
                                                                                                        information.
	 	 	 
	4.		Tape Contingent: These Data have been ordered
                                         contingent upon field tape and support data (“Field Data”) availability.
                                         Upon receipt of the Field Data, Licensee shall have fifteen (15) business days to notify
                                         Licensor in writing, with supporting documentation satisfactory to Licensor that Licensee
                                         believes less than 95% of Field Data was provided. If Licensee fails, for any reason,
                                         to provide written notice to SEI within such fifteen (15) day period, Licensee shall
                                         have deemed the Field Data acceptable and the contingency shall be deemed satisfied.
	 	 	 
	 	 	If, however, timely notice and satisfactory supporting documentation are provided to
                                                       Licensor                                                        that such contingency was not satisfied, Licensee may a)
                                                       elect to return all affected Data and any copies thereof within thirty (30) days of Licensee’s notice,pursuant to
                                                       Article 8.1 of the License, and receive a credit equal to 100% of the License Fee for the affected line, therefore
                                                       offsetting                                                        any License Fee related to the affected line or select
                                                       replacement Data within thirty (3) days of such election; or b)
                                                       retain                                                        such Data and receive a credit equal to 25% of the License Fee
                                                       for the affected line. Any such credit may be applied to the license fee for any SEI 100%-owned or controlled 2D data
                                                       license;                                                        provided, however, that such credit shall be forfeited if not
                                                       utilized within six (6) months following the issuance of the credit.
	 	 	 
	5.	 	2D Product Set(s) Ordered. Detailed on Exhibit
                                         “A”, attached hereto, but summarized below:



 


 





	6.	 	Counterparts: This Supplement  may be executed i) in counterparts, each of
                                                                                   which                                                                                    is deemed an original and together
                                                                                   they constitute one and the same instrument; and/or ii) by facsimile, electronic, digital or comparable signature, which
                                                                                   shall be deemed by the Licensor and Licensee to be effective as an original manual signature. An executed License Agreement
                                                                                   may also be transmitted by facsimile or electronic means



	Licensor:	 	Licensee:
	Seismic Exchange, Inc.	 	Virtus Oil and Gas Corp.
	11050 Capital Park Drive	 	1517 San Jacinto Street
	Houston, TX 77041	 	Houston, TX 77002
		 	
		 	
	Attention: Annika Otness/Denver		Attention: Rupert Ireland
	 	 	 
	By: _________________________	 	By: _____________________
	Acting on Behalf of the Data Owner(s) as detailed above	 	 
	Date:    June 12, 2014	 	Date:___________________________



 


Please sign and return to Seismic Exchange, Inc., Attn: 2D Licenses,
11050 Capital Park Drive, Houston, Texas 77041, or Licenses@seismicexchange.com.


 


 


SEI Reference Number:
14-1948     Page 1 of 3


SEI®
Corpus Christi • Dallas • Denver • Houston • New Orleans • Tulsa


 






    	 



    	 



    

 


 


2D Basic Processed Product Set (2DB) - comprised of
one PSTM Stack, one Post Stack Migration, and one Unmigrated Stack (if available) from the latest processed version/vintage of
the data available at the time of the license and includes both SEGY and .tiff formats.


 


2D Underlying Data Product (2DU) - comprised of
one version of underlying field data to be selected by Licensor with Field Shot Records SEGY (without Geometry), if
available, as the first choice and shall include all associated support data. In the event such 2D Underlying Data Product is
unavailable, Licensor, in its sole discretion, will substitute the best 2D Underlying Data Product available, if any.


 


 


SEI Reference Number:
14-1948     Page 2  of 3


SEI®
Corpus Christi • Dallas • Denver • Houston • New Orleans • Tulsa






    	 



    	 



    

 





Virtus Oil and Gas Corp.


1517 San Jacinto Street


Houston, TX 77002


 


 


 


 


June 12, 2014


 


 


 


Seismic Exchange, Inc.


11050 Capital Park Drive


Houston, Texas 77041


Facsimile: 832-590-5294


Attn: Julie Kay Hardie


 


 


 


	RE:		Seismic Exchange, Inc.



Supplemental Agreement No. 14-1948


Dated: June 12, 2014









 


 


 


Virtus Oil and Gas Corp. ("Licensee")
deems it necessary for Data and Derivatives, or portions thereof, under the Master Geophysical Data Use License (“License”)
effective June 12, 2014 to be removed from Licensee’s premises for utilization by a Consultant. Licensee, pursuant to Paragraph
3.3.1 of the License, submits this request in writing to Seismic Exchange, Inc. ("Licensor") for removal of the Data
and Derivatives by Robert D. Benson – Colorado School Of Mines ("Consultant"), whose address is Department of Geophysics,
1500 Illinois Street, Golden, Colorado 80401. Enclosed please find a copy of Licensee’s agreement with Consultant whereby
Consultant agrees to the conditions set forth in the License, including, but not limited to, confidentiality of the Data and Derivatives,
for such Consultant’s access to said Data and Derivatives for interpretation purposes on behalf of Licensee.


 


Although Consultant has contracted to provide
consulting services for other clients, Licensee represents and warrants that Consultant shall only use the Data and Derivatives
exclusively for work it is performing for Licensee. Licensee represents and warrants that Licensee shall be responsible for full
compliance with the License by said Consultant. Licensee understands and agrees that upon the occurrence of any breach hereof by
Licensee or Consultant, including, but not limited to, the unauthorized disclosure of the Data and Derivatives to a third party
or use of the Data and Derivatives by Consultant for purposes other than for the benefit of Licensee, then in such event Licensee
shall pay Licensor damages and a fee, but not as a penalty, equal to Licensor’s then current license fee for each linear
or square mile of the Data and Derivatives involved in such breach or unauthorized disclosure or use. Licensee understands and
acknowledges that Licensor may condition its consent on additional assurances, as Licensor deems necessary, to protect the confidentiality
of the Data and Derivatives.


 


Please sign in the space provided and return a copy of same to the
undersigned.


 


	 	Very truly yours,
	 	 
	 	 
	 	 
	 	____________________________
	 	For Virtus Oil and Gas Corp.


 


 


 Enclosure


 


 


 


AGREED THIS 12TH DAY OF JUNE,
2014.


 


 


 


_________________________________


Seismic Exchange, Inc.







 


 


 


 


 


SEI Reference Number:
14-1948     Page 3  of 3


SEI®
Corpus Christi • Dallas • Denver • Houston • New Orleans • Tulsa