Exhibit 10.2


 


STRATEX
OIL & GAS HOLDINGS, INC.


STOCK
OPTION AGREEMENT


 


This
Stock Option Agreement (this "Agreement") is effective as of September 15, 2014 (the "Option Grant Date") by
and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation (the "Company") and Michael J. Thurz, an individual
residing in the State of Connecticut (the "Optionee"). The Optionee and the Company hereby agree as follows:


 


1.
Grant. The Company hereby grants to the Optionee an option (the "Option")
to purchase up to an aggregate of 1,500,000 shares of the Company's common stock (the "Optioned Shares") at an exercise
price of $0.30 per Optioned Share (the "Exercise Price").


 


2.
Term. The Option granted hereby shall terminate no later than at the close of business on September 15, 2019 (the "Termination
Date").


 


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


 





	Vesting Date	 	No. of Optioned Shares
	September 15, 2014	 	750,000
	September 15, 2015	 	375,000
	September 15, 2016	 	375,000




  


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


 


4.
Procedure for Exercise.


 


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


 






    	 



    	 



    


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 





	 	STRATEX OIL & GAS HOLDINGS, INC.
	 	 	 
	 	By:	
        /s/
Stephen Funk 

	 	 	
        Name:
Stephen Funk

	 	 	Title: Chief Executive Officer



 





	 	/s/ Michael J. Thurz
	 	MICHAEL J. THURZ (“OPTIONEE”)



 


 


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