EXECUTION COPY 


 


SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


 


This SECOND AMENDMENT (this “Second
Amendment”) to that certain Employment Agreement, dated on or about July 26, 2012, as amended effective as of October
15, 2012 (the “Employment Agreement”) by and between Emerald Oil, Inc., a Montana corporation (the “Company”),
and McAndrew Rudisill (“Employee”) is made to be effective as of March 16, 2013. Capitalized words and phrases
used in this Amendment but not defined herein shall have the meanings set forth in the Employment Agreement. Employee and the Company
are referred to collectively herein as the “Parties.”


 


R E C I T
A L S:


 


WHEREAS, the Parties entered into the Employment
Agreement on or about July 26, 2012, which was amended effective as of October 15, 2012; and


 


WHEREAS, the Parties wish to amend certain
provisions of the Employment Agreement to be effective as of March 16, 2013.


 


NOW THEREFORE, the Parties hereby agree
as follows:


 


1.Amendment to Section 4(a) of the
Employment Agreement. Section 4(a) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:


 


“(a) Base Salary.
Employee shall be paid an annualized Base Salary, payable in United States dollars and less applicable taxes and deductions and
in accordance with the regular payroll practices of the Company, of Three Hundred Fifty Thousand Dollars ($350,000) with increases,
if any, as may be approved in writing by the Compensation Committee.”


 


2.References in the Employment Agreement.
All references in the Employment Agreement to “this Agreement” shall mean the Employment Agreement as amended by this
Second Amendment.


 


3.No Other Amendments. Except
as modified by this Second Amendment, the Employment Agreement shall remain in full force and effect. Nothing herein shall be held
to alter, vary or otherwise affect the terms, conditions and provisions of the Employment Agreement, other than as expressly contemplated
herein.


 


4.Severability. If any provision
of this Second Amendment shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other
provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal
and enforceable provision as similar as possible to the provision at issue.


 


5.Applicable Law. This Second
Amendment shall be governed by and construed in accordance with the laws of the State of Colorado.


 


6.Counterparts. This Second
Amendment may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute
one and the same agreement.






    	 



    	 



    

 


IN WITNESS WHEREOF, the undersigned have
duly executed and delivered this Amendment as of the date first written above.


 


 


 


	 	EMERALD OIL, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Mike Krzus
	 	 	Name: Mike Krzus
	 		Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	EMPLOYEE:
	 	 	 
	 	 	 
	 	/s/ McAndrew Rudisill
	 	McAndrew Rudisill


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Second Amendment to Employment Agreement
- Rudisill]