Exhibit 10.1  

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Third Amendment to Purchase and Sale Agreement (this “ Third Amendment ”) dated September 21, 2018, is by and between Samson Oil and Gas USA, Inc., a Colorado corporation (“ Samson ”), and Eagle Energy Partners I, LLC, a North Dakota limited liability company (“ Eagle ”). Samson and Eagle are each a “ Party ” and collectively the “ Parties .”

WHEREAS, the Parties entered into that certain Purchase and Sale Agreement dated June 14, 2018, (the “ PSA ”);

WHEREAS the Parties previously amended the PSA by that certain Amendment to Purchase and Sale Agreement dated June 22, 2018 (the “ First Amendment ”) and by that Second Amendment to Purchase and Sale Agreement date August 24, 2018 (the “ Second Amendment ”);

WHEREAS, by letter dated July 9, 2018 (the “ Waiver Letter ”), Eagle waived the conditions contained in Section 2.4(a)(i) of the PSA which had conditioned Eagle’s obligation to purchase upon approval by Eagle’s lender of financing on terms acceptable to Eagle and Eagle providing Samson with notice of such approval, in each case within fifteen (15) Business Days of June 14, 2018;

WHEREAS, pursuant to the Second Amendment, Samson granted Eagle an extension of time until September 7, 2018, to obtain the necessary financing to close the transaction described in the PSA, as amended, in exchange for Eagle reimbursing Samson for certain additional expenses incurred by Samson as a result of the delay, namely (a) a $50,000 forbearance fee paid to Mutual of Omaha Bank (the “ Bank ”); (b) $72,000 in additional interest expense on Samson’s loan from the Bank; (c) $29,000 in additional hedging costs required by Samson’s loan agreement with the Bank, all of which were deemed separate consideration payable to Samson in addition to the Adjusted Purchase Price to be paid for the Assets under the PSA, with the $50,000 being removed by Samson and Eagle from the Escrow Deposit and Eagle being also required to pay $151,000 more at Closing than would have been payable in the absence of Eagle’s obligation under the Second Amendment to pay such expenses;

WHEREAS, Eagle has again requested additional time to finalize its financing arrangements and Samson is willing to grant such additional time, subject to Eagle satisfying the terms and conditions of this Third Amendment;

WHEREAS, the Parties now desire to further amend the PSA as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and in the PSA, as amended, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound by the terms hereof, hereby agree as follows:

1.             Certain Definitions . Capitalized terms used herein and not otherwise defined in this Third Amendment shall have the meanings set forth for such terms in the PSA.

2.             Termination . The first sentence of Section 10.1 of the PSA, entitled Termination , which was previously amended by the First Amendment, and then deleted in its entirety and replaced with new language by the Second Amendment, is further amended to change the Termination Date from “September 7, 2018” to “October 15, 2018”.

3.             Consideration for Third Amendment . The Parties acknowledge that Eagle’s failure to close the purchase of the Assets at the time required by the PSA, as amended by the Second Amendment, has caused and is causing Samson to incur substantial additional expenses, namely (a) a $60,000 fee payable to the Bank (the “ Third Amendment Forbearance Fee ”); (b) approximately $350,000 in additional interest expense on, and hedging costs required by the terms of, Samson’s loan from the Bank (the “ Further Bank Costs ”). As consideration for the extension of time granted to Eagle by this Third Amendment, Eagle will (i) at or before execution of this Third Amendment, release from escrow an amount equal to the Third Amendment Forbearance Fee to Samson for payment to the Bank; and (ii) at Closing, pay an amount equal to the Further Bank Costs (the payments by Eagle described in (i) and (ii) are together referred to as the “ Third Amendment Extension Fee ”), provided, however, that, at Closing Samson will cause the Bank to provide to Eagle the actual amount of such additional interest costs incurred by Samson and will cause BP to provide to Eagle the actual amount of such additional hedging costs, in each case for the period beginning August 17, 2018 until Closing (the “ Delay Period ”), and the additional interest and hedging costs payable by Eagle at Closing pursuant to this Third Amendment and the Second Amendment shall be adjusted to equal the actual costs incurred by Samson during the Delay Period, whenever paid or payable, as reported by the Bank and BP at Closing. The payment of the Third Amendment Extension Fee and the Second Amendment Extension Fee by Eagle at Closing shall not be applied against or reduce the Purchase Price or the Adjusted Purchase Price but shall be deemed separate consideration payable to Samson above and beyond Eagle’s existing obligations to pay the Adjusted Purchase Price for the Assets under the PSA at Closing. For the avoidance of doubt, as a result of Eagle’s obligation to pay the Third Amendment Extension Fee, Eagle will be required to pay approximately an additional $410,000 at Closing than would have been payable in the absence of Eagle’s obligation under this Third Amendment to pay the Third Amendment Extension Fee and will remain obligated to pay another $151,000 at Closing on account of the Second Amendment, for a total of approximately $561,000 in payments required at Closing besides the Adjusted Purchase Price (the “ Total Extension Fees ”). The exact amount of the Total Extension Fees will be adjusted at Closing based on the actual interest and hedging costs reported by the Bank and BP as of that date.

4.             Release of Escrow Deposit. As additional consideration for the extension of time granted to Eagle by this Third Amendment, Eagle will, at or before execution of this Third Amendment, execute Joint Escrow Instructions to First Western Bank & Trust (the ” Escrow Agent ”) under that certain Escrow Agreement between Samson, Eagle and the Escrow Agent dated June 20, 2018 (the “ Escrow Agreement ”) to release to Samson’s account the entire balance of $640,000 that will be remaining in the Escrow Deposit after payment of the Third Amendment Forbearance Fee out of the Escrow Deposit pursuant to this Third Amendment.

5.             References in PSA to Escrow Deposit . Upon the release to Samson of the $640,000 remaining in the Escrow Deposit pursuant to this Third Amendment, all references in the PSA to the release of the Escrow Deposit at Closing to reduce the total amount of the Adjusted Purchase Price payable at Closing shall be deemed to have been satisfied, with the entire Escrow Deposit of $1,000,000 deemed to have been paid at Closing, less the $110,000 released from the Escrow Deposit for payment of the Second Amendment Forbearance Fee and the Third Amendment Forbearance Fee, or $890,000 (the “ Net Deposit ”) to repay Samson for the forbearance fees paid to the Bank time, provided, however, that if Eagle fails to close on or before October 15, 2018, as required by this Third Amendment, and Samson provides thereafter notice of termination of the PSA pursuant to Section 10.1 of the PSA, Samson’s right to “retain the Deposit as liquidated damages” under Section 10.3 of the PSA, entitled Distribution of Deposit Upon Termination; Specific Performance , shall be triggered, and provided further that Samson’s right to liquidated damages shall be to receive the entire Net Deposit, which Samson will have received upon the release of the $640,000 from the Escrow Deposit pursuant to this Agreement, plus (a) the additional $151,000 that is due and payable at Closing pursuant to the Second Amendment and (b) the additional amount of approximately $410,000 that is due and payable at Closing pursuant to the Third Amendment, as adjusted by the actual interest and hedging costs reported by the Bank and BP, respectively, as of the date of Samson’s notice of termination to Eagle.

6.             Ratification. From and after the date of this Third Amendment, all references to the PSA set forth therein or in any other agreement or instrument shall, unless otherwise specifically provided, be references to the PSA as amended by the First Amendment, the Waiver Letter, the Second Amendment and this Third Amendment, and as may be further amended, modified, restated or supplemented from time to time by the Parties. This Third Amendment shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the PSA other than as expressly set forth herein. As amended hereby, the PSA shall continue in full force and effect according to its terms.

7.             Counterparts . This Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile transmission or other electronic transmission shall be deemed an original signature hereto.

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IN WITNESS WHEREOF, Samson and Eagle have executed this Third Amendment on the date first above written.

Exhibit 10.2

THIRD AMENDMENT TO AGREEMENT

THIS THIRD AMENDMENT TO AGREEMENT (this “ Agreement ”), dated as of September ___, 2018, is among SAMSON OIL AND GAS USA, INC. , a Colorado corporation (“ Borrower ”), SAMSON OIL & GAS LIMITED , an Australian public company (the “ Parent ”), SAMSON OIL AND GAS USA MONTANA, INC. , a Colorado corporation (“ Samson Montana ”, and together with the Parent, collectively, the “ Guarantors ”, and each, individually, a “ Guarantor ”), the Lenders party hereto, and MUTUAL OF OMAHA BANK , as Administrative Agent for the Lenders (in such capacity, “ Administrative Agent ”) and as L/C Issuer.

R E C I T A L S

A.                  Borrower, the financial institutions party thereto, and Administrative Agent are parties to that certain Credit Agreement, dated as of January 27, 2014, as amended by (i) that certain First Amendment to Credit Agreement dated as of November 24, 2014, (ii) that certain Second Amendment to Credit Agreement dated as of May 13, 2015, (iii) that certain Third Amendment to Credit Agreement dated as of March 31, 2016, (iv) that certain Fourth Amendment to Credit Agreement dated as of June 30, 2016, (v) that certain Fifth Amendment to Credit Agreement dated as of September 29, 2016, (vi) that certain Sixth Amendment to Credit Agreement dated as of May 5, 2017, and (vii) that certain Seventh Amendment to Credit Agreement dated as of July 14, 2017 (such Credit Agreement, as so amended, the “ Credit Agreement ”).

B.                   Certain defaults have occurred under the Credit Agreement as a result of the failure by the Borrower to comply with certain provisions thereof. As a result, the parties then entered into the forbearance agreement captioned “Agreement” dated as of June 14, 2018, as amended by (i) that certain First Amendment to Agreement among the parties dated as of July 10, 2018, and (ii) that certain Second Amendment to Agreement among the parties dated as of August 27, 2018, (collectively the “ Original Forbearance Agreement ”).

C.                   The parties have agreed to amend the Original Forbearance Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                    Same Terms . All terms used herein which are defined in, or incorporated into, the Original Forbearance Agreement shall have the same meanings when used herein, unless the context hereof otherwise requires or provides. In addition, the following terms have the meanings set forth below:

“ Credit Agreement ” has the meaning set forth in Recital A .

“ Eagle ” means Eagle Energy Partners I, LLC, a North Dakota limited liability company, as the purchaser under the Eagle Energy PSA.

“ Effective Date ” means the date when (a) all Lenders have executed this Agreement, and (b) the conditions set forth in Section 3 of this Agreement have been complied with to the satisfaction of the Administrative Agent, unless waived in writing by the Administrative Agent.

“ Original Forbearance Agreement ” has the meaning set forth in Recital B .

2.                    Amendment to Original Forbearance Agreement . On the Effective Date, the parties agree that the definition of Forbearance Termination Date set forth in Section 1 of the Original Forbearance Agreement shall be amended to read as follows:

“ Forbearance Termination Date ” means October 15, 2018.

3.                    Conditions Precedent . The amendments set forth in this Agreement are subject to the satisfaction (in the opinion of Administrative Agent), unless waived in writing by Administrative Agent, of each of the following conditions (and upon such satisfaction, this Agreement shall be deemed to be effective as of the Effective Date):

(a)                 Agreement . This Agreement shall be in full force and effect.

(b)                 Amendment to Eagle Energy PSA . Administrative Agent shall have received a copy of an amendment to the Eagle Energy PSA, in form and substance satisfactory to Administrative Agent, pursuant to which (i) the remaining portion of the Deposit (as defined in the Eagle Energy PSA) that is held in escrow is released to the Borrower, and (ii) the Termination Date (as defined in the Eagle Energy PSA) is extended to October 15, 2018.

(c)                 Financing Commitment Letter . Administrative Agent shall have received (i) on or before September 26, 2018, a copy of a commitment letter, in form and substance satisfactory to Administrative Agent, from the party chosen by Eagle to provide financing to Eagle for the purpose of consummating the sale contemplated by the Eagle Energy PSA (as amended pursuant to the amendment required to be delivered pursuant to Section 3(b) above), which commitment letter shall include, without limitation, a commitment by such party to provide such financing on or before October 15, 2018, and (ii) to the extent such commitment letter requires Eagle to pay a breakup fee or a legal documentation fee, evidence, in form and substance satisfactory to Administrative Agent, that all such fees have been paid.

(d)                 Forbearance Fee . As consideration for the agreements contained in this Agreement, Borrower shall have paid Administrative Agent for the benefit of the Lenders a forbearance fee of $60,000, which fee shall be fully earned on the Effective Date.

(e)                 Fees and Expenses . Administrative Agent shall have received payment of all out-of-pocket fees and expenses (including reasonable attorneys’ fees and expenses) incurred by Administrative Agent in connection with the preparation, negotiation and execution of this Agreement.

4.                    Certain Representations . Each of Borrower and Guarantors represents and warrants that, as of the Effective Date: (a) each Loan Party has full power and authority to execute this Agreement, and this Agreement constitutes the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; and (b) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person is required for the execution, delivery and performance by any Loan Party of this Agreement. In addition, each of Borrower and Guarantors represents that after giving effect to this Agreement, all representations and warranties contained in the Credit Agreement and the other Loan Documents to which such Person is a party are true and correct in all material respects (provided that any such representations or warranties that are, by their terms, qualified by reference to materiality or a Material Adverse Effect shall be true and correct in all respects) on and as of the Effective Date as if made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (or, with respect to any such representations or warranties that are, by the terms, qualified by reference to materiality or a Material Adverse Effect, are true and correct in all respects) as of such earlier date.

5.                    No Further Amendments . Except as previously amended in writing or as amended hereby, the Original Forbearance Agreement shall remain unchanged and all provisions shall remain fully effective between the parties hereto.

6.                    Acknowledgments and Agreements . Each of Borrower and Guarantors (a) acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms, and (b) waives any defense, offset, counterclaim or recoupment with respect thereto. Borrower, Guarantors, Administrative Agent , L/C Issuer and each Lender do hereby adopt, ratify and confirm the Credit Agreement and the Original Forbearance Agreement, as amended hereby, and acknowledge and agree that both the Credit Agreement and the Original Forbearance Agreement, as amended hereby, are and remain in full force and effect. Each of Borrower and Guarantors acknowledges and agrees that its liabilities and obligations under the Original Forbearance Agreement, as amended herby, the Credit Agreement and the other Loan Documents are not impaired in any respect by this Agreement. Any breach of any representations, warranties and covenants under this Agreement shall be a Default or an Event of Default, as applicable, under the Credit Agreement.

7.                    Limitation on Agreements . The modifications set forth herein are limited precisely as written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Original Forbearance Agreement, the Credit Agreement or any other Loan Document, or (b) to prejudice any right or rights that Administrative Agent now has or may have in the future under or in connection with the Original Forbearance Agreement, the Credit Agreement and the other Loan Documents or any of the other documents referred to herein or therein. This Agreement shall constitute a Loan Document for all purposes.

8.                    Confirmation of Security . Each of Borrower and Guarantors hereby confirms and agrees that all of the Collateral Documents that presently secure the Obligations shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Obligations.

9.                    Counterparts . This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which constitute one instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. Delivery of an executed counterpart of this Agreement by facsimile or other electronic means shall be deemed effective as delivery of a manually executed counterpart.

10.                Incorporation of Certain Provisions by Reference . The provisions of Section 11.15 of the Credit Agreement captioned “Governing Law, Jurisdiction; Etc.” and Section 11.16 of the Credit Agreement captioned “Waiver of Right to Trial by Jury” are incorporated herein by reference for all purposes.

11.                Release . In consideration of the agreements set forth in this Agreement, each of Borrower and Guarantors represents and warrants that as of the date of this Agreement, there are no claims, offsets, defenses or counterclaims to the obligations of such Person under the Loan Documents to which it is a party, and in accordance therewith, each of Borrower and Guarantors:

(a)                 waives any and all such claims, offsets, defenses or counterclaims, whether known or unknown, arising under the Loan Documents prior to the Effective Date; and

(b)                 releases and discharges each of the Administrative Agent, L/C Issuer and the Lenders and their respective officers, directors, employees, agents, shareholders, affiliates and attorneys (the “ Released Parties ”) from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or other demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which such Person ever had, now has or claims to have or may have against any Released Party arising prior to the Effective Date and from or in connection with the Loan Documents or the transactions contemplated thereby, except, with respect to any Released Party, those resulting from the gross negligence or willful misconduct of such Released Party, as determined by a court of competent jurisdiction by a final and non-appealable judgment.

12.                Entirety, Etc . This Agreement and all of the other Loan Documents embody the entire agreement between the parties. THIS AGREEMENT AND ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date and year first above written.