Exhibit 10.1

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “ Agreement ”), is dated as of March 30, 2018, between Samson Oil & Gas Limited, an Australian corporation (the “ Company ”), and the Purchaser identified on the signature pages hereto (together with its successors and assigns, “ Purchaser ”).

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to Purchaser, and Purchaser desires to purchase from the Company, Ordinary Shares of the Company, which will be immediately exchanged for ADSs as more fully described in this Agreement.

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Purchaser desires to make a secured Short-Term Loan to the Company, and upon the approval of the Company’s shareholders, Purchaser desires to repay such Short-Term loan and make another, larger loan via a promissory note convertible into Ordinary Shares of the Company, once again immediately exchangeable for ADSs, as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Purchaser agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1 :

“ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person (as such terms are used in and construed under Rule 405 of the Securities Act). With respect to Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as Purchaser will be deemed to be an Affiliate of Purchaser.

“ American Depositary Shares ” or “ ADSs ” shall mean the American Depositary Shares traded on the OTCQB under the symbol “SSNYY” that are the equivalent of two hundred (200) of the Company’s Ordinary Shares.

 “ Initial Closing ” means the closing of the Initial Offering on the Initial Closing Date pursuant to Section 2.1 of this Agreement.

“ Initial Closing Date ” means March 20 unless another date is mutually agreed to by the parties.

“ Lien ” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction (other than, in the case of the Securities, restrictions provided in the Transaction Documents or as otherwise agreed or imposed by Purchaser).

“ Material Adverse Effect ” means any material adverse effect on (a) the enforceability of any Transaction Document or (b) the Company’s ability to perform in any material respect its obligations under any Transaction Document, other than any such effect that resulted primarily from (i) any change in the United States or foreign economies or securities or financial markets in general, (ii) any change that generally affects the oil and gas industry, or (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions.

“ Material Permits ” shall have the meaning ascribed to such term in Section 3.1(l) of this Agreement.

“ Offerings ” shall mean the Initial Offering and the Second Offering.

 “ Ordinary Share Equivalents ” means any securities of the Company or the Subsidiaries that would entitle the holder thereof, pursuant to the terms of such securities, to acquire at any time Ordinary Shares, including, without limitation, ADSs, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“ Ordinary Shares ” means the Ordinary Shares of the Company, which trade on the ASX under the symbol “SSN”, and any other class of securities into which such securities may hereafter be reclassified or changed.

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ Proceeding ” means any civil or criminal action, claim, suit, arbitration, investigation or proceeding.

 “ Purchaser Party ” shall have the meaning ascribed to such term in Section 4.6 of this Agreement.

“ Second Closing ” means the closing of the Second Offering on the Second Closing Date pursuant to Section 2.1 of this Agreement.

“ Securities ” means the Ordinary Shares and the ADSs for which the Ordinary Shares may be exchanged.

“ Subsidiary ” shall have the meaning ascribed to such term in Section 3.1(a) of this Agreement.

“ Stockholders Agreement ” shall mean the Stockholders Agreement of even date herewith by and between the Company and Purchaser, on behalf of itself and its Affiliates.

“ Transaction Documents ” means this Agreement, the Stockholders Agreement. and any other documents or agreements executed and delivered to Purchaser in connection with the transactions contemplated hereunder.

1.2 Currency . All references to currency in this Agreement are to United States dollars.

ARTICLE II
PURCHASE AND SALE

2.1 Purchase of Securities .

(a) (i) At the Initial Closing, upon the terms set forth herein, the Company shall sell, and Purchaser shall purchase 800,000,000 Ordinary Shares (4,000,000 ADSs) (the “ Purchased Shares ”) at a price of $0.00125 per Ordinary Share ($0.25 per ADS) for $1,000,000 (the “ Subscription Amount ”). (ii) On April 15, 2018 (the “ Second Closing Date ”), there shall be another closing (the “ Second Closing ”) the Company shall sell, and Purchaser shall purchase a non-convertible Subordinated Promissory Note in substantially the form attached hereto as Exhibit A (the “ Subordinated Promissory Note ”) in the amount of $1,000,000 in exchange for a loan to the Company by Purchaser of $1,000,000 bearing four percent (4%) simple interest per annum, payable annually in arrears, secured by the Company’s assets, which security interest shall be junior to and in all respect subordinated to, the credit facility provided by the Company’s principal lender or lending group, including any successors thereto (the “ Short-Term Loan ”);

(b) (i) At the Initial Closing, Purchaser shall deliver to the Company via wire transfer immediately available funds equal to the Subscription Amount and the Company shall issue to Purchaser the Purchased Shares (to be exchanged for ADSs pursuant to Section 2.2), and the other items set forth in Section 2.3 of this Agreement deliverable at the Initial Closing on the Initial Closing Date. (ii) At the Second Closing, Purchaser shall deliver to the Company via wire transfer immediately available funds equal to the Short-Term Loan amount, and the Company shall issue to Purchaser the Subordinated Promissory Note, and the other items set forth in Section 2.3 of this Agreement deliverable at the Second Closing on the Second Closing Date.

(c) Upon the approval by the Company’s shareholders of the transactions contemplated by Section 2.1(c), (d) and (e) hereof, but in no event prior to May 10, 2018 (the “ Final Closing Date ”), and upon the terms set forth herein, the Company shall sell, and Purchaser shall purchase, a convertible promissory note in the amount of $5,577,919 bearing four percent (4%) simple interest per annum, payable annually in arrears, secured by the Company’s assets, which security interest shall be junior to and in all respect subordinated to, the credit facility provided by the Company’s principal lender or lending group, including any successors thereto (the “ Convertible Note Purchase Price ”) in the form attached hereto as Exhibit B (the “ Convertible Promissory Note ”). The Convertible Promissory Note shall be convertible into 2,479,075,200 Ordinary Shares (12,395,376 ADSs) for the Convertible Note Purchase Price, within thirty (30) days after demand for such conversion, in whole or in part.

(d) At the Final Closing, Purchaser shall deliver to the Company via wire transfer immediately available funds equal to the Convertible Note Purchase Price, and the other items set forth in Section 2.3 of this Agreement deliverable at the Final Closing on the Final Closing Date.

(e) At the Final Closing, the Company shall deliver to the Purchaser via wire transfer immediately available funds of $1,000,000 plus accrued but unpaid interest as repayment of the Short-Term Loan (the “ Short-Term Loan Repayment ”) in exchange for the cancelation of the Subordinated Promissory Note and release of any related Liens securing the Company’s obligations under the Short-Term Loan, provided, however, that the Parties may agree to reduce the amount paid to the Company by Purchaser for the Convertible Promissory Note by the amount of the Short-Term Loan Repayment in lieu of a separate payment by the Company.

(f) Ordinary Shares will be issued in uncertificated form and will be registered in the name of Purchaser with the Company’s share registry, Security Transfer Registrars, 770 Canning Highway, Applecross, Western Australia 6153, telephone +618 9315 2333. Each of the Initial Closing, the Second Closing and the Final Closing shall occur at 4:30 p.m., Denver time, at the offices of Davis Graham & Stubbs LLP, 1550 17 ^th St, Denver CO, 80202, or such other time and location as the parties shall mutually agree.

2.2 Exchange of Ordinary Shares for ADSs . The Ordinary Shares purchased in the Initial Offering, shall be delivered on the Initial Closing Date, and any Ordinary Shares issued upon conversion of the Convertible Promissory Note shall be delivered on the date of such conversion (in both cases, the “ Delivery Date ”), to the depositary for the ADSs, The Bank of New York Mellon (the “ Depositary ”), to be exchanged for ADSs, and Purchaser will execute all documents required by the Depositary to effect such exchange. The Depositary is expected to deliver ADSs to Purchaser through The Depository Trust Company no later than three business days after the Delivery Date. The Company will pay the ADS exchange fees charged by the Depositary for the exchange of Purchaser’s Ordinary Shares at the time of the Initial Closing but not upon the conversion of all or any portion of the Convertible Promissory Note. No fractional shares will be issued upon exchange of Ordinary Shares for ADSs.

2.3 Deliveries; Closing Conditions .

(a) At or before Initial Closing, the Company shall deliver or cause to be delivered to Purchaser the following:

(i) evidence of the issuance of a number of Ordinary Shares comprising the Purchased Shares, registered in the name of Purchaser;

(ii) evidence of (A) remittance of Purchaser’s Ordinary Shares to the Depositary and (B) instructions to the Depositary to issue ADSs to Purchaser in an amount equal to the Purchased Shares;

(iii) an executed Stockholders Agreement;

(iv) a certificate, dated as of the Initial Closing Date, signed by an authorized officer of the Company, certifying (1) that the representations and warranties of the Company in this Agreement are true and correct on and as of the Initial Closing Date, (2) that the constitution, bylaws or other organizational or charter documents of the Company on file with the Commission are true and complete, have not been modified, and are in full force and effect; (3) that the resolutions of the Company’s board of directors relating to the transactions contemplated by this Agreement are in full force and effect and have not been amended or modified; and (4) as to the incumbency of the officers of the Company who have executed or will execute any of the Transaction Documents.

(b) At or before the Initial Closing, Purchaser shall deliver or cause to be delivered to the Company:

(i) the Subscription Amount, payable in United States dollars, by wire transfer to the account specified by the Company.

(ii) an executed Stockholders Agreement.

(c) At or before the Second Closing, the Company shall deliver or cause to be delivered to Purchaser the following:

(i) the Subordinated Promissory Note;

(ii) a certificate, dated as of the Second Closing Date, signed by an authorized officer of the Company, certifying (1) that the representations and warranties of the Company in this Agreement are true and correct on and as of the Second Closing Date, (2) that the constitution, bylaws or other organizational or charter documents of the Company on file with the Commission are true and complete, have not been modified, and are in full force and effect; (3) that the resolutions of the Company’s board of directors relating to the transactions contemplated by this Agreement are in full force and effect and have not been amended or modified; and (4) as to the incumbency of the officers of the Company who have executed or will execute any of the Transaction Documents.

(d) At or before the Second Closing, Purchaser shall deliver or cause to be delivered to the Company:

(i) the Short-Term Loan, payable in United States dollars, by wire transfer to the account specified by the Company.

(e) At or before Final Closing, the Company shall deliver or cause to be delivered to Purchaser the following:

(i) the Convertible Promissory Note.

(ii) the Short-Term Loan Repayment, payable in United States dollars, by wire transfer to the account specified by the Company.

(d) At or before the Final Closing, Purchaser shall deliver or cause to be delivered to the Company:

(i) the Convertible Note Purchase Price, payable in United States dollars, by wire transfer to the account specified by the Company.

(ii) Evidence of the release of Liens securing the Company’s obligations under the Subordinated Promissory Note in exchange for the imposition of the same or similar Liens securing the Company’s obligations under the Convertible Promissory Note.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company . Except as set forth in the SEC Reports, which shall qualify any representation or warranty otherwise made herein to the extent of such disclosure, the Company hereby makes the following representations and warranties set forth below to Purchaser as of the date hereof:

(a) Subsidiaries . All of the direct and indirect subsidiaries (each, a “ Subsidiary ”) of the Company are set forth on the Company’s most recently filed Annual Report on Form 10-K or documents incorporated by reference therein.

(b) Organization and Qualification . The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing (where such concept is recognized) under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective constitution, certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification except where the revocation, limitation or curtailment could not have or reasonably be expected to result in a Material Adverse Effect.

(c) Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no further corporate consent or action is required to be obtained by the Company, its board of directors or its shareholders in connection therewith other than the Required Approvals (as defined below). Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (iii) insofar as indemnification and contribution provisions may be limited by applicable law and (iv) as limited through the exercise of supervisory or enforcement powers of applicable government authorities.

(d) No Conflicts . The execution, delivery and performance of the Transaction Documents by the Company, the issuance and sale of the Securities and the consummation by the Company of the other transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s constitution, certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) upon the receipt of the consent of the Company’s principal lender to the transactions contemplated by this Agreement and the other Transaction Documents, conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, except as would not have or reasonably be expected to result in a Material Adverse Effect, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected, except as would not have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings, Consents and Approvals . The Company will obtain all necessary consents, waivers, authorizations and orders, and will give all notices to, and make all filings with, federal, state, local and other governmental authorities or other Persons, including, without limitation, approval by the Company’s shareholders of the purchase of the Convertible Promissory Note and redemption of the Subordinated Promissory Note, approval of the ASX, filing of a Form D with the Securities and Exchange Commission (the “Commission”) in connection with the execution, delivery and performance by the Company of the Transaction Documents (collectively, the “ Required Approvals ”).

(f) Issuance of the Securities . The Ordinary Shares and the ADSs are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Ordinary Shares and the ADSs are not being issued pursuant to any registration statement but are being issued in reliance on exemptions from registration under the Securities Act of 1933 (the “ Securities Act ”).

(g) Capitalization . All of the equity securities that have been issued by the Company since its most recently filed Form 10-Q have been disclosed in the SEC Reports, other than issuances pursuant to the exercise of employee stock options pursuant to the Company’s stock option plans, or pursuant to the conversion or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report pursuant to the Securities Exchange Act of 1934 (the “ Exchange Act ”).

(h) SEC Reports; Financial Statements . The Company has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents required to be filed by it pursuant to the Securities Act and the Exchange Act, including, without limitation, pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.

(i) Material Changes; Undisclosed Events, Liabilities or Developments . Except as disclosed in the SEC Reports or in Company press releases, since the date of the latest financial statements included within the SEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, and (iv) the Company has not issued any equity securities to any officer, director or Affiliate except pursuant to existing Company equity incentive and incentive compensation plans.

(j) Litigation . Except (i) as disclosed in the SEC Reports and (ii) Riviera Finance of Texas, Inc. v. Samson Oil & Gas USA, Inc., no. 1:18-cv-00316, U.S.D.C., D. Colorado, (filed February 8, 2018)(seeking $100,271.00 plus costs, fees and punitive damages for unpaid invoices of Spydr Oilfield Services, LLC for unauthorized roustabout services) (the “ Riviera Litigation ”), there is no Proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) is reasonably expected by the Company to result in a Material Adverse Effect. Except as disclosed in the SEC Reports, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Proceeding involving a claim of violation of or liability under federal or state securities laws.

(k) Labor Relations . No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company which would reasonably be expected to result in a Material Adverse Effect.

(l) Regulatory Permits . Except as disclosed in the SEC Reports, (i) the Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits would not have or reasonably be expected to result in a Material Adverse Effect (“ Material Permits ”), and (ii) neither the Company nor any Subsidiary has received any notice of Proceedings relating to the revocation or modification of any Material Permit that would reasonably be expected to result in a Material Adverse Effect.

(m) Non-compliance with Form S-3 Registration Requirements; Prospectus and Disclosure . The Company does not currently meet the requirements for use of Form S-3 under the Securities Act for registering the Securities. Accordingly, the Securities have not been registered under the Securities Act pursuant to any registration statement and the Securities will be issued pursuant to the exemption from registration under the Securities Act provided by Rule 506 of Regulation D in reliance on Purchaser’s representations and warranties in Section 3.2(a) hereof.

(n) Title to Assets . The Company and the Subsidiaries have good and marketable title to their oil and gas properties as disclosed in the SEC Reports except to the extent that any defect in or limitations on such title would not reasonably be expected to result in a Material Adverse Effect.

(o) Insurance . The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged.

(p) Certain Fees . No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to this the transactions contemplated under this Agreement.

(q) Investment Company . The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(r) Listing and Maintenance Requirements . The ADSs are registered pursuant to Section 12(g) of the Exchange Act and trade on the OTCQB. The Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the ADSs pursuant to the Exchange Act or their trading on the OTCQB. The Company has not received any notification or information suggesting that the Commission is contemplating termination of its registration .

(s) Stockholders Agreement . The Company hereby confirms and acknowledges each of the covenants and agreements it has made in the Stockholders Agreement with the Purchaser of even date herewith.

(t) Acknowledgment Regarding Purchaser . The Company acknowledges and agrees that Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that Purchaser is not acting as a financial advisor to, or fiduciary of, the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and that any advice given by Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to Purchaser’s purchase of the Securities.

(u) Shell Company Status . The Company is not, and has never been, an issuer identified in Rule 144(i)(1) of the Securities Act.

3.2 Representations and Warranties of the Purchaser . Purchaser hereby represents and warrants to the Company as follows:

(a) Securities Laws Compliance . Purchaser confirms and acknowledges that (i) Purchaser, either alone or together with Purchaser’s representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of its investment in the Securities; (ii) Purchaser is relying on legal, tax and investment advisors of Purchaser’s own choosing and nothing in the Agreement or any other materials presented to Purchaser in connection with its purchase of the Securities constitutes legal, tax or investment advice; (iii) Purchaser is able to bear the economic risk of an investment in the Securities and is able to afford a complete loss of such investment; (iv) Purchaser has had access to such information as Purchaser deemed necessary in order to conduct any due diligence Purchaser desired to do in connection with the purchase and sale of the Securities; (v) it is an "accredited investor" as defined in Rule 501(a) under the Securities Act; (vi) the Securities are "restricted securities" under the Securities Act; (vii) it may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom; (vii) the Company has no obligation to register any of the Securities; and (viii) neither the Company nor any other person offered to sell the Securities to Subscriber by means of any form of general solicitation or advertising as defined in Securities Act Regulation D.

(b) Organization; Authority . Purchaser has full right or corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of Purchaser. Each Transaction Document to which Purchaser, whether an individual or an entity, is a party has been duly executed by Purchaser, and when delivered by Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(c) No Takeover Intent . Purchaser has no present actual intent to seek to effect, or to assist others in effecting, a hostile acquisition of the Company, whether by tender offer, takeover bid, proxy contest or otherwise. Purchaser hereby confirms and acknowledges, on behalf of itself and each of its Affiliates, each of the covenants and agreements it has made in the Stockholders Agreement with the Company of even date herewith.

(d) No Government Review . Purchaser understands that no United States, Australian or other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities purchased hereunder.

(e) Beneficial Ownership . Immediately following Purchaser’s purchase of the Securities hereunder in the Initial Closing, Purchaser, together with its Affiliates, will not beneficially own more than 19.99% of the Company’s Ordinary Shares. For purposes hereof, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(f) Non-U.S. Purchasers . If Purchaser or any of its Affiliates holding beneficial ownership of the Company’s Ordinary Shares or ADSs is, at the time of the purchase of any of the Securities or at any time thereafter, outside the United States, Purchaser and any such Affiliate will comply with all applicable laws and regulations in each foreign jurisdiction in which Purchaser purchases, offers, sells or delivers Securities or has in Purchaser’s possession or distributes any offering material relating to the Securities, in all cases at Purchaser’s own expense.

(i) Non-Disclosure and No Misuse . Purchaser represents that neither Purchaser nor any of its Affiliates, including persons acting on behalf of, or pursuant to any understanding with or based upon any information received from, Purchaser or any Affiliate, has, directly or indirectly, as of the date of this Agreement, engaged in any transactions in any of the Securities or violated its obligations of confidentiality with respect to the Offerings since the time that the Purchaser was first contacted by any person with respect to the Offerings. Purchaser further covenants that neither Purchaser nor any person acting on behalf of, or pursuant to any understanding with or based upon any information received from, Purchaser will engage in any such transactions or violate such confidentiality obligations prior to the public disclosure of the Offerings by the Company.

ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES

4.1 Further Approvals . The Company agrees that, if and to the extent that any further approvals or filings are required to complete the Offerings or issue any of the Securities, it will take all steps necessary to make such filings or obtain such approvals immediately upon notice thereof.

4.2 SEC Reporting . Until Purchaser does not own Securities, the Company covenants (a) to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company pursuant to the Exchange Act and (b) not to terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination, other than in connection with a merger, consolidation or other acquisition in which the Company is not the surviving entity.

4.3 Securities Laws Disclosure; Publicity . The Company shall (a) issue a press release disclosing the material terms of the transactions contemplated hereby immediately following the Initial Closing Date (the “ Press Release ”), and (b) file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby by the first business day following the Initial Closing Date, which filing will include the Press Release..

4.4 Use of Proceeds . The principal use of the proceeds of the Offerings will be to develop and enhance the value of the Company’s existing oil and gas properties, including the repayment of existing liabilities arising from the prior operations, production and development of such properties, provided, however, that the Company will not use more than the greater of (i) ten percent (10%) of the total proceeds or (ii) $500,000 for the payment of existing liabilities.

4.8 Future Sales of Securities . Purchaser will have no right of first refusal, right of participation or other rights with respect to any future offers or sales of Ordinary Shares, ADSs or other securities by the Company. Purchaser further acknowledges that, following the Offerings, the Company may offer or sell other securities, including but not limited to the issuance or grant of (a) Ordinary Shares or ADSs upon the exercise of currently outstanding warrants or options, (b) options or other securities under the Company’s current or future incentive compensation plans, (c) bonds, debentures, long term promissory notes or other debt securities and (d) options, warrants or other equity derivative securities to lenders providing debt financing to the Company.

ARTICLE V
MISCELLANEOUS

5.1 Fees and Expenses . Each party shall pay the fees and expenses of its own advisors, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Except as otherwise provided in this Agreement, other than the Depositary fees payable by the Company for the Ordinary Shares issued at the Initial Closing, Purchaser is solely responsible for payment of any transfer agent fees, stamp taxes and other taxes and duties levied for the issuance, delivery or transfer of any Securities to Purchaser.

5.2 Entire Agreement . The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such subject matter, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.3 Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or the email address, respectively, set forth on the signature pages attached hereto prior to 5:30 p.m. (Colorado time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (Colorado time) on any business day, (c) the second business day following the date of mailing, if sent by nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.4 Amendments; Waivers . No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the holders of at least a majority of the Ordinary Shares purchased pursuant to this Agreement or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

5.5 Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.6 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Purchaser (other than by merger). Purchaser may assign any or all of its rights under this Agreement to any Person to whom Purchaser assigns or transfers any Securities; provided Purchaser provides prior written notice to the Company and such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to “Purchaser.”

5.7 No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.7 of this Agreement.

5.8 Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Colorado, without regard to the principles of conflicts of law thereof, provided, however , that the validity, enforcement and interpretation of the Ordinary Shares and their issue shall be governed by Australian law. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state or federal courts sitting in the City and County of Denver, Colorado. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in Denver, Colorado, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents). In any action or proceeding to enforce any provisions of the Transaction Documents, the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.9 Execution . This Agreement may be executed in counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party. If any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

5.10 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect.

5.11 Remedies . In addition to all rights provided herein or granted by law, including recovery of damages, Purchaser and the Company will be entitled to specific performance pursuant to the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.12 Construction . The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its respective authorized signatory as of the date first indicated above.

[Company Signature Page – Subscription Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its respective authorized signatory as of the date first indicated above.

[Purchaser Signature Page – Subscription Agreement]

Exhibit 10.2

Stockholders Agreement

This Stockholders Agreement (this " Agreement "), dated as of March 30, 2018 (the “ Effective Date ”), is entered into among Samson Oil & Gas Limited, an Australian corporation (the " Company "), Dynevolve Capital Group (" Dynevolve "), and any other Persons who, after the date hereof, acquire equity securities of the Company and become a party to this Agreement by executing a Joinder Agreement (such Persons, collectively with Dynevolve, the " Stockholders ").

RECITALS

WHEREAS, as of the Effective Date, Dynevolve beneficially owns 0% of the Company’s American Depositary Shares (“ADSs”), which are traded on the OTCQB under the symbol SSNYY;

WHEREAS, each of the ADSs represents 200 ordinary shares of the Company, which ordinary shares are listed on the Australian Stock Exchange under the symbol SSN;

WHEREAS, Dynevolve does not own, directly or indirectly, any of the Company's ordinary shares other than through the ADSs cited above;

WHEREAS, Dynevolve and the Company deem it in their best interests to set forth in this Agreement their respective rights and obligations in connection with their investment in the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I
Definitions

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in this Article I.

" Affiliate " means with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control," when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms "controlling" and "controlled" shall have correlative meanings.

" Applicable Law " means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations or orders of any Governmental Authority, (b) any consents or approvals of any Governmental Authority and (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.

" Constitution " means the Constitution of the Company, as it may be amended, modified, supplemented or restated from time to time.

" Fiscal Year " means the Company’s fiscal year for financial accounting purposes, July 31 to June 30.

"" Government Approval " means any authorization, consent, approval, waiver, exception, variance, order, exemption, publication, filing, declaration, concession, grant, franchise, agreement, permission, permit, or license of, from or with any Governmental Authority, the giving notice to, or registration with, any Governmental Authority or any other action in respect of any Governmental Authority.

" Governmental Authority " means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

" Lien " means any lien, claim, charge, mortgage, pledge, security interest, option, preferential arrangement, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever.

" Permitted Transferee " means with respect to any Stockholder, any Affiliate of such Stockholder.

" Person " means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

" Subsidiary " means with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person.

" Supermajority Approval " means with respect to any matter that must be approved by the Board (a) the affirmative vote at a meeting of the Board of a majority of the Board that includes at least one Nominee Director or (b) the unanimous written consent of the entire Board in lieu of a meeting.

" Transfer " means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any ordinary shares or ADSs owned by a Person or any interest (including a beneficial interest) in any ADSs or ordinary shares owned by a Person.

Article II
Management and Operation of the Company

Section 2.01           Board of Directors.

(a)                The business and affairs of the Company shall continue to be managed by its board of directors (the " Board ") that, as of the Effective Date, consists of five members (each, a " Director "), including the four Directors who were in office immediately prior to the Effective Date, namely Terence Barr, Denis Rakich, Greg Channon and Peter Hill (the “ Original Directors ”) plus one (1) nominee of Dynevolve (the “ First Nominee ”), who was installed on the Effective Date upon the purchase by Dynevolve of four million (4,000,000) ADSs from the Company at $0.25 per ADS, representing eight hundred million (800,000,000) of the Company’s ordinary shares, pursuant to a subscription agreement of even date herewith (the “ Subscription Agreement ”) .

(i)                  So long as Dynevolve, including its Affiliates, is the beneficial owner, as that term is defined in Securities Exchange Act Rule 13d-3, of at least four million (4,000,000) ADSs, Dynevolve shall continue to have the right to designate the First Nominee and the Board shall recommend the First Nominee to its shareholders for election to the Board at every annual general meeting of shareholders (“ AGM ”) and every extraordinary general meeting of shareholders (“ EGM ”) at which a Director occupying the First Nominee’s seat on the Board is elected.

(ii)               Upon the purchase by Dynevolve or its Affiliates of a promissory note convertible into at least an additional seven million (7,000,000) ADSs (1,400,000,000 ordinary shares) from the Company as required by the Subscription Agreement, Dynevolve shall have the right to nominate one (1) additional Director to the Board (the “ Second Nominee ”), at which time the Board will be increased to six (6) directors and the Second Nominee shall be added to the Board to serve until the next election of directors at an AGM or EGM.

(b)                (i) So long as Dynevolve, including its Affiliates, is the beneficial owner, as that term is defined in Securities Exchange Act Rule 13d-3, of at least eleven million (11,000,000) ADSs, Dynevolve shall continue to have the right to designate the First Nominee and the Second Nominee and the Board shall recommend the First Nominee and the Second Nominee to its shareholders for election to the Board at every AGM and EGM at which a Director occupying the First Nominee’s seat or the Second Nominee’s seat on the Board is elected.

(c)                (i) If at any time Dynevolve, including its Affiliates, ceases to own at least thirty percent (30%) of the issued and outstanding ordinary shares of the Company, or ADSs representing such ordinary shares, but continues to own at least twenty percent (20%) of the issued and outstanding ordinary shares, or ADSs representing such ordinary shares, then Dynevolve shall cause one (1) of its two (2) Directors to resign, and the Directors remaining in office shall decrease the size of the Board to eliminate such vacancy. (ii) If at any time Dynevolve, including its Affiliates, ceases to own at least twenty percent (20%) of the issued and outstanding ordinary shares of the Company, or ADSs representing such ordinary shares, then Dynevolve shall cause all of its Directors to resign and the Directors remaining in office shall decrease the size of the Board to eliminate such vacancy. (iii) If Dynevolve, including its Affiliates, does not purchase the additional seven million (7,000,000) ADSs from the Company as required by the Subscription Agreement, then the obligations of the Company and the Board to recommend the First Nominee and the Second Nominee to the Company’s shareholders for election to the Board shall be terminated but the obligations of Dynevolve and any other Stockholders made party to this Agreement under this Agreement shall remain in full force and effect.

(d)                Each Stockholder shall vote all ordinary shares, including ADSs representing ordinary shares, over which such Stockholder has beneficial ownership or any other form of voting control, in the manner recommended by the Board until such time as the Stockholders collectively hold less than five percent (5%) of the issued and outstanding ordinary shares of the Company, including ADSs representing ordinary shares. If the aggregate ownership of the Stockholders falls below five percent (5%) but subsequently increases to an amount greater than five percent (5%) as the result of additional acquisitions of ordinary shares or ADSs by any of the Stockholders or for any other reason, then the foregoing obligations of the Stockholders to vote their ordinary shares or ADSs in the manner recommended by the Board shall resume and remain in effect as if they had never been terminated.

(e)                So long as Dynevolve, including its Affiliates, has the right to designate one or more Directors under this Agreement, each Stockholder shall take all necessary actions to cause the First Nominee and the Second Nominee (hereinafter, the “ Nominee Directors ”) to vote in favor of all Board resolutions supported by a majority of the Original Directors.

(f)                 Dynevolve shall have the right to remove at any time (with or without cause) either or both of the Nominee Directors, in which event Dynevolve and the other Stockholders, if any, shall vote all ordinary shares, including ADSs representing ordinary shares, beneficially owned by the Stockholder or over which such Stockholder has or shares voting control and shall take all other necessary or desirable actions within such Stockholder's control (including in its capacity as stockholder, director, member of a board committee or officer of the Company or otherwise, and whether at an AGM or EGM) to remove from the Board either or both of the Nominee Directors. Dynevolve shall use this power of removal to enforce its obligation under subsection (e) to cause the Nominee Directors to vote in favor of all Board resolutions supported by a majority of the Original Directors by the immediate removal of any Nominee Director who fails to vote in such manner.

(g)                If a vacancy is created on the Board at any time and for any reason (whether as a result of death, disability, retirement, resignation or removal), the vacancy shall be filled by a nominee designated by a majority of the Original Directors unless such vacancy is the result of the departure of a Nominee Director, in which event Dynevolve shall have the right to designate a replacement Nominee Director, who shall be treated the same for purposes of this Agreement as the original Nominee Directors. meeting) to elect to the Board any individual designated by such Initial Stockholder.

(h)                Subject to this Agreement, the Constitution and Applicable Law: (i) any delegation of authority to a committee of Directors to take any action must be approved in the same manner as would be required for the Board to approve such action directly; and (ii) any committee of Directors shall be composed of the same proportion of Original Directors and Nominee Directors as the Board at that time, with the number of Nominee Directors required on the committee rounded down rather than rounded up when the proportions are not precise.

Section 2.02           Meetings of the Board of Directors.

(a)                The presence of a majority of Directors then in office shall constitute a quorum of the Board; provided, that at least one (1) Nominee Director is present at such meeting. If a quorum as defined herein is not achieved at any duly called meeting because of the absence of a Nominee Director, such meeting may be postponed to a time no earlier than 48 hours after written notice of such postponement has been given to all the Directors. If no Nominee Director is present at the postponed meeting, then the Board meeting may proceed without a Nominee Director present and the requirement for at least one (1) Nominee Director to make a quorum shall be ineffective for purposes of that meeting but shall remain in effect for future Board meetings.

(b)                Unless otherwise restricted by Applicable Law, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all Directors or Director members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee.

(c)                Unless otherwise restricted by Applicable Law, the Company shall pay all fees, charges and expenses (including travel and related expenses) incurred by each Nominee Director in connection with: (i) attending the meetings of the Board and all committees thereof and (ii) conducting any other Company business requested by the Company.

(d)                Unlike the Original Directors, the Nominee Directors will not receive any compensation from the Company for their service on the Board but may be compensated by Dynevolve or its Affiliates, as they may elect. The Company shall treat the Nominee Directors the same as the Original Directors in all other respects, including but not limited to the right to indemnification for claims and advancement of attorneys’ fees and related expenses arising out of their service as Directors, including the international travel expenses for the Nominee Directors to attend the Company’s AGM and Board meetings held in Perth if such meetings are approved by the Board.

Section 2.03           Voting Arrangements. In addition to any vote or consent of the Board or the Stockholders of the Company required by Applicable Law, without Supermajority Approval of the Board, the Company shall not, and shall not enter into any commitment to:

(a)                amend, modify or waive the Constitution;

(b)                incur any indebtedness, pledge or grant Liens on any assets or guarantee, assume, endorse or otherwise become responsible for the obligations of any other Person in excess of $250,000 in a single transaction or series of related transactions, or in excess of $500,000 in the aggregate at any time outstanding;

(c)                make any loan, advance or capital contribution to any Person in excess of $100,000;

(d)                enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock or acquisition of assets) by the Company of any assets and/or equity interests of any Person, other than in the ordinary course of business consistent with past practice;

(e)                enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange or other disposition (including by merger, consolidation, sale of stock or sale of assets) by the Company of any assets, other than sales in the ordinary course of business consistent with past practice;

(f)                 settle any lawsuit, action, dispute or other proceeding or otherwise assume any liability with a value in excess of $250,000 or agree to the provision of any equitable relief by the Company;

(g)                make any investments in any other Person in excess of $100,000; or

(h)                dissolve, wind-up or liquidate the Company or initiate a bankruptcy proceeding involving the Company.

Section 2.04           Subsidiaries. With respect to any Subsidiary that is established in accordance with the terms of this Agreement, Dynevolve shall have the same management, voting and board of director representation rights, and the same obligations under this Agreement, with respect to such Subsidiary as it has with respect to the Company. The Company shall, and shall cause the Original Directors to, take all such actions as may be necessary or desirable to give effect to this provision. Likewise, Dynevolve shall, and shall cause the Nominee Directors to, take all such actions as may be necessary or desirable to give effect to this provision.

Article III
Transfer of Interests

Section 3.01           General Restrictions on Transfer.

(a)                Without the prior consent of a majority of the Original Directors, Dynevolve, Angelus and the other Stockholders made a party to this Agreement shall not Transfer their ordinary shares of the Company, including ADSs representing ordinary shares, to any Person unless (i) such Person agrees to abide by the terms of this Agreement and becomes a Stockholder subject hereto by execution of a Joinder Agreement or (ii) the Stockholder Transfers such shares in (A) open market transactions on the OTCQX or the ASX or (B) privately negotiated transactions with any Person other than an Affiliate of the Stockholder that do not result in the ownership by any Person of the Stockholder) of more than one percent (1%) of the issued and outstanding ordinary shares, including ADSs representing ordinary shares, of the Company.

(b)                The provisions of Section 3.01(a) , shall not apply to any of the following Transfers by any Stockholder of any of its ADSs or ordinary shares:

(i)                  to a Permitted Transferee; or

(ii)               pursuant to a merger, consolidation or other business combination of the Company that has been approved by a majority of the Original Directors.

(c)                Prior notice shall be given to the Company by Dynevolve or any other Stockholder proposing to Transfer (whether or not to a Permitted Transferee) any ordinary shares or ADSs representing ordinary shares other than by open market sales of shares on the OTCQX or ASX. Prior to consummation of any such Transfer, the transferring Stockholder shall cause the transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon the Transfer, the transferee shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor Stockholder.

(d)                Each Stockholder agrees that it will not, directly or indirectly, Transfer any ADSs (i) except as permitted under the Securities Act of 1933 and other applicable federal or state securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act, (ii) if it would cause the Company or any of its Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended, or (iii) if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "prohibited transaction" thereunder involving the Company. Each Stockholder likewise agrees that it will not, directly or indirectly, Transfer any ordinary shares (i) except as permitted by Australian law and ASX rules, as may be determined by the Company in good faith. (iii) The Board may refuse the Transfer of shares to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority or if the Transfer is intended to evade, or would have the effect of evading, the purposes or intent of this Agreement.

(e)                Any Transfer or attempted Transfer of ordinary shares of the Company, including ADSs representing ordinary shares, in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such shares for all purposes of this Agreement.

Article IV  

Information Rights

Section 4.01           Financial Statements. In addition to, and without limiting any rights that a Stockholder may have with respect to inspection of the books and records of the Company under Applicable Laws, the Company shall furnish to each Stockholder, the following information:

(a)                As soon as available, and in any event within 120 days after the end of each Fiscal Year, the audited balance sheet of the Company as at the end of each such Fiscal Year and the audited statements of income, cash flows and changes in stockholders’ equity for such year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP and/or IFRS, applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company as of the dates thereof and the results of its operations and changes in its cash flows and stockholders’ equity for the periods covered thereby.

(b)                As soon as available, and in any event within 45 days after the end of each fiscal quarter, the balance sheet of the Company at the end of such quarter and the statements of income, cash flows and changes in stockholders’ equity for such quarter, all in reasonable detail and all prepared in accordance with GAAP and/or IFRS, consistently applied, and certified by the Chief Financial Officer of the Company.

(c)                To the extent the Company is required by Applicable Law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports (without exhibits) actually prepared by the Company as soon as available. If and to the extent that any of the information required to be provided to Stockholders under this Article IV is publicly reported to the Securities and Exchange Commission, the ASX or otherwise, it shall be deemed to have been furnished to the Stockholders.

Article V
Representations and Warranties

Section 5.01           Representations and Warranties. Each Stockholder, severally and not jointly, represents and warrants to the Company and each other Stockholder that:

(a)                Such Stockholder has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of such Stockholder. Such Stockholder has duly executed and delivered this Agreement.

(b)                This Agreement constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms [except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)]. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, require no action by or in respect of, or filing with, any Governmental Authority.

(c)                The execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not (i) conflict with or result in any violation or breach of any provision of any of the organizational documents of such Stockholder, (ii) conflict with or result in any violation or breach of any provision of any Applicable Law or (iii) require any consent or other action by any Person under any provision of any material agreement or other instrument to which the Stockholder is a party.

(d)                Except for this Agreement and the Subscription Agreement. such Stockholder has not entered into or agreed to be bound by any other agreements or arrangements of any kind with any other party with respect to the Stockholder’s ordinary shares, including ADSs representing ordinary shares, including agreements or arrangements with respect to the acquisition or disposition of the shares or any interest therein or the voting of the shares (whether or not such agreements and arrangements are with the Company or any other Stockholder).

Article VI
Term and Termination

Section 6.01           Termination. This Agreement shall terminate upon the earliest of:

(a)             the date on which none of the Stockholders holds any ADSs or ordinary shares;

(b)             the dissolution, liquidation, or winding up of the Company;

(c)             upon the agreement of the Company and the Stockholders; or

(d)             at such time as Terence Barr ceases to be the Company’s Managing Director and CEO unless his successor is approved by the Stockholders.

Section 6.02           Effect of Termination.

(a)                The termination of this Agreement shall terminate all further rights and obligations of the Stockholders under this Agreement except that such termination shall not affect:

(i)              the existence of the Company;

(ii)             the obligation of any Party to pay any amounts arising on or prior to the date of termination, or as a result of or in connection with such termination;

(iii)            the rights which any Stockholder may have by operation of law as a stockholder of the Company; or

(iv)            the rights contained herein that by their terms are intended to survive termination of this Agreement.

Article VII
Miscellaneous

Section 7.01           Expenses. Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 7.02           Release of Liability. In the event any Stockholder shall Transfer all of the ordinary shares, including ADSs representing ordinary shares, held by such Stockholder in compliance with the provisions of this Agreement without retaining any interest therein, then such Stockholder shall cease to be a Party to this Agreement and shall be relieved and have no further liability arising hereunder for events occurring from and after the date of such Transfer except as they may arise from being an Affiliate of a Stockholder who remains a Party hereto.

Section 7.03           Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the seventh day after the date mailed, by certified or registered United States mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.03 ):

Section 7.04           Interpretation. For purposes of this Agreement, (a) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context otherwise requires, references herein: (x) to Articles, Sections, and Exhibits mean the Articles and Sections of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Section 7.05           Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 7.06           Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 7.07           Entire Agreement. This Agreement and the Subscription Agreement constitute the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency or conflict between this Agreement and the Subscription Agreement, this Agreement shall control.

Section 7.08           Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 7.09           No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.10           Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 7.11           Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Colorado, provided, that , any matters arising under or dependent upon the Australian Corporations Law or ASX rules shall be determined in accordance with such laws and rules.

Section 7.12           Equitable Remedies. Each party hereto acknowledges that the other parties hereto would be irreparably damaged in the event of a breach or threatened breach by such party of any of its obligations under this Agreement and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to an injunction from a court of competent jurisdiction (without any requirement to post bond) granting such parties specific performance by such party of its obligations under this Agreement. In the event that any party files a suit to enforce the covenants contained in this Agreement (or obtain any other remedy in respect of any breach thereof), the prevailing party in the suit shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conduction the suit, including reasonable attorney's fees and expenses.

Section 7.13           Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.