Exhibit 10.1

FORM OF CONVERTIBLE BRIDGE LOAN AGREEMENT

This Convertible Bridge Loan Agreement (this “ Agreement ”) is between [_______________] (“ Lender ”) and Bakken Resources, Inc. (the “ Company ”), a Nevada corporation.

WHEREAS , Lender desires to provide a convertible bridge loan (the “ Bridge Loan ”) to the Company to (i) fund the Company’s on-going oil and mining exploration, (ii) fund other business development activities and the Company’s general corporate expenses, and (iii) pay transaction costs associated with the entering into of this Agreement.

WHEREAS , the Company desires to obtain the Bridge Loan from Lender for (i) funding its on-going oil and mining exploration and other business development activities, (ii) funding its general corporate expenses, and (iii) paying transaction costs associated with the entering into of this Agreement.

NOW, THEREFORE, the parties enter into this Agreement based upon the terms and conditions set forth herein:

1.

Convertible Bridge Loan Amount : The total amount of the Bridge Loan shall be __________ Thousand Dollars (USD$__,000.00).

2.

Form and Funding Procedures of the Bridge Loan : Lender has provided the Bridge Loan to the Company as follows: _________ Thousand Dollars (USD$__,000.00) to the Company’s escrow agent: Michelman & Robinson, LLP, 114 West 47 ^th Street, 24 ^th Floor, New York NY 11217 (“ Escrow Agent ”) to be held in escrow and be disbursed to the Company upon Escrow Agent’s receipt of a fully executed copy of this Agreement.  Escrow Agent shall release funds by wire transfer to the Company in accordance with the instructions as set forth on Schedule A attached hereto.

3.

Interest Rate : Interest shall accrue on the aggregate amount of the Bridge Loan from the Closing Date (defined herein) through the expiration of the Term (defined herein) of this Agreement at an annual rate of six percent (6%).

4.

Closing Date : The parties agree that the closing date for this Agreement shall be on or around May 16, 2011 (the “ Closing Date ”).

5.

Term : The term of this Agreement shall be December 31, 2011 (the “ Term ”), except if the Company closes on a Qualified Financing Round (defined herein) prior to the end of the Term, this Agreement will terminate and the Company shall convert the Bridge Loan into equity of the Company in accordance with Section 7 of this Agreement.

6.

Repayment of Bridge Loan :

Unless the Bridge Loan is converted in accordance with this Agreement, principal and accrued interest will be paid in cash as computed utilizing an annual interest rate of six percent (6%). Lender will also receive a warrant to purchase up to twenty percent (20%) of the value of the principal amount of

the Bridge Loan at an exercise price equivalent to the per share price of the next Qualified Financing Round (as hereinafter defined).

7.

The Company’s Conversion of Bridge Loan to Equity : The Company shall convert the Bridge Loan as follows:  the principal amount of the Bridge Loan shall be converted into the same equity that is issued pursuant to the next Qualified Financing Round, except that the conversion price of such debt shall be at a twenty five percent (25%) discount to either the lower of the equity price per share raised in such Qualified Financing Round or $0.50 per share of common stock, provided, however that the overall discount of the conversion price to the equity price per share raised in the Qualified Financing Round shall be not greater than 50%.  A “Qualified Financing Round” shall mean an equity financing of the Company during the Term which results in gross proceeds of not less than $2,000,000.  The Company currently contemplates the next Qualified Financing Round to be offered to prospective investors at $0.50 per share of common stock, based on the Company’s capitalization on the date hereof.  In the event that Company’s Option as described herein is exercised, interest on the Bridge Loan shall not accrue (and any accrued interest shall be deemed null and void ab initio ) and the warrant contemplated to be issued to Lender shall be deemed cancelled.

8.

Accredited Investor : Lender is an “accredited investor” as such term is defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended.

9.

Confidentiality : Each party agrees to take prudent steps to ensure that its officers, directors, employees and affiliates keep the terms and conditions of this Agreement confidential and not to disclose the contents of this Agreement to any party other than the respective parties’ legal counsel, financial advisors and/or other parties that are approved in writing by the non-disclosing party or its legal counsel, except for such disclosure as may be required by a government agency, Court of competent jurisdiction, or other adjudicatory authority that is necessary to resolve any legal disputes over the interpretation and/or enforcement of provisions contained herein.

10.

General Provisions : The following general provisions shall be binding on both parties to this Agreement:

(i)

The use of the singular in this Agreement shall be deemed to include the plural, and vice versa, whenever the context requires.

(ii)

This agreement shall not be assigned by either party without the expressed written consent of the other party.

(iii)

If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

(iv)

The parties agree to execute such further documents and instruments as each may reasonably request in order to effectuate the terms and intentions of this Agreement.

(v)

Any notice, requests, demands or other communications required or desired to be provided pursuant to this Agreement shall be in writing and shall be either deposited in the United States mail, registered or certified, and with proper postage prepaid or overnight courier. Notice given by registered or certified mail shall be deemed effective five (5) days after deposit in the mail with the appropriate address indicated below, or any other address provided to the noticing party in writing by the party to be noticed. Notice given by overnight courier shall be effective two (2) days after deposit to the courier.

To Lender:

_____________________________

_____________________________

_____________________________

_____________________________

To the Company:

Bakken Resources, Inc.

1425 Birch Ave. Suite A,

Helena, MT 59601

Telephone: (406) 442-9444

With a Copy to:

Michelman & Robinson, LLP

114 West 47th Street, 24th Floor

New York, NY 10036

Telephone: (212) 730-7700

Attention: Wesley J. Paul

(vi)

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same Agreement. For purposes of this Agreement, a facsimile signature shall be deemed an original signature of the party transmitting an executed copy of this Agreement by facsimile. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties.

(vii)

This Agreement shall be governed by the laws of the State of New York.  The parties agree to resolve any dispute arising out of this Agreement by binding arbitration in accordance with the rules and procedures of the American Arbitration Association. The parties further agree that any arbitration award resulting from an arbitration proceeding that takes place pursuant to this provision may be filed as a judgment with a Court of competent jurisdiction.

(viii)

This Agreement contains the entire understanding between the parties with respect to the subject matter of this Agreement. Each party acknowledges that it has not been induced to enter this agreement by any representations or assurances, whether written or oral, and agree that each has not received any promises or inducements other than as herein set forth. Each party has had sufficient opportunity to have this Agreement reviewed by legal counsel.

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IN WITNESS WHEREOF, the parties have signed this Agreement having an effective date as of May ___, 2011.

LENDER:

_________________________________

BAKKEN RESOURCES, INC.

By: _______________________________

Name:

Title:

[Signature Page to Convertible Bridge Loan Agreement]

Exhibit 10.2

FORM OF CONVERTIBLE PROMISSORY NOTE

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE UNDER THE CIRCUMSTANCES AT THE TIME OBTAINING AND DEMONSTRATED BY AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL.  THIS NOTE IS SUBJECT TO THE TERMS OF A CONVERTIBLE PROMISSORY NOTE AGREEMENT, DATED AS OF MAY __, 2011 (THE “AGREEMENT”).

$___________ Dated as of May __, 2011

For Value Received, Bakken Resources, Inc., a Nevada corporation (the “ Company ”), hereby promises to pay to ___________ (the “ Holder ”), the sum of ____________________ Dollars ($_____________________), or such lesser amount as shall then equal the outstanding principal amount hereof, together with interest thereon at the rate of six percent (6%) per annum, on the terms and conditions set forth hereinafter.

The following is a statement of the rights of the Holder and the conditions to which this Promissory Note (this “ Note ”) is subject, and to which the Holder, by the acceptance of this Note, agrees:

1.

Principal and Interest .  All payments under this Note shall be by cashier’s check, wire transfer or other immediately available funds payable in United States currency.  The principal hereof shall be due and payable on December 31, 2011 or such earlier date as is provided in Section 3 below (the “ Maturity Date ”).  Accrued interest, at the rate mentioned above, shall be due and payable on the Maturity Date or, with respect to any portion of the principal amount hereof that is prepaid, on the date of such prepayment.

2.

Events of Default .  Each of the following events shall be deemed an Event of Default hereunder: (i) the Company fails to timely pay all then outstanding principal and accrued interest when due; (ii) the Company files a petition or action for relief under any bankruptcy, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any action in furtherance of any of the foregoing; or (iii) an involuntary petition is filed against the Company (unless such petition is dismissed or discharged within sixty (60) days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company.

Upon the occurrence of an Event of Default hereunder, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of the Holder, in the case of an Event of Default of the nature specified in clause (i) above, and automatically, in the case of an Event of Default pursuant to clauses (ii) or (iii) above, be immediately due, payable and collectible by Holder pursuant to applicable law.  Subject to the foregoing, Holder shall have all rights and may exercise any remedies available to it under law, successively or concurrently.  In addition, at any time or times during which an Event of Default shall then exist, the interest rate under this Note shall be equal to the lesser of: (i) ten percent (10%) per annum or (ii) the maximum rate of interest permitted by applicable law.

IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date first set forth above.

BAKKEN RESOURCES, INC.

By ______________________________

Name:

Title:

3

Exhibit 10.3

FORM OF WARRANT TO PURCHASE SHARES OF

BAKKEN RESOURCES, INC.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT

Void after May __, 2016

This Warrant is issued to _____________________ (“ Holder ”) by BAKKEN RESOURCES, a Nevada company (the “ Company ”), on May __, 2011 (the “ Warrant Issue Date ”).  Holder has purchased an aggregate of USD $_______________ of convertible notes from the Company on even date herewith (the “ Note ”).

Reference is made herein to the Convertible Bridge Loan Agreement entered into by and between the Company and Holder as of the date hereof (the “ Agreement ”).

1.

Warrant Shares .  (a) In General .  Subject to the terms and conditions hereinafter set forth, Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company such number of shares of common stock of the Company (“ Common Stock ”) so that when such number of shares is divided by the Exercise Price (as hereinafter defined), the aggregate consideration is twenty percent (20%) of the amount of the Note.  Such number of shares shall be deemed the “Warrant Shares”.  

Example: Assume Holder purchased $10,000 in Notes and that the exercise price of warrants in the Qualified Financing is $0.75 per share.  The number of Warrant Shares included in this Warrant shall be $2,000 (or 20% of the amount of the Notes) divided by the warrant exercise price (i.e. $0.75), or 2,667 Warrant Shares.

(b)

A “Qualified Financing” shall mean the next equity financing of the Company in an amount not to exceed $2,000,000 occurring within one year of the date hereof, as calculated on a primary issuance basis. Following such one year period, Holder has the right to extend such period upon written notice to the Company for an additional one year period, provided that Holder continues to hold the shares of Common Stock purchased under the Agreement.

(c)

Adjustments .  In the event that the Qualified Financing relates to the purchase of shares of the Company’s preferred stock which is convertible into shares of

Common Stock, then adjustments to the conversion price/ratio of such shares of preferred stock shall be applied also to the Warrant Shares.

(d)

Options/Warrant/etc . The Company may issue additional warrants, options or other instruments convertible into Common Stock which shall not be considered in connection with the calculation of the Warrant Shares.

(e)

At any time within thirty (30) days of the closing of a Qualified Financing, Holder may exchange this Warrant for warrants issued in the Qualified Financing (for the same number of Warrant Shares).

2.

Exercise Price .  The “ Exercise Price ” shall mean the exercise price of warrants issued in connection with a Qualified Financing.  This Warrant shall be exercised either in whole or in part, provided, however, that Holder or any permitted transferees of this Warrant shall only have the right to exercise this Warrant at one time during the Exercise Period (it being understood that exercise of this Warrant by the original Holder shall preclude any further transfers of this Warrant).  

3.

Exercise Period .  This Warrant shall be exercisable, in whole or in part, during the term commencing on the Warrant Issue Date and ending at 5:00 p.m. PT on May __, 2016.

4.

Method of Exercise .

(a)

Subject to Section 4(b) below, while this Warrant remains outstanding and exercisable, the Holder may effect a one-time exercise, in whole or in part, the purchase rights evidenced hereby.  Such exercise shall be effected by:

(i)

the surrender of this Warrant to the Secretary of the Company at its principal offices; and

(ii)

the payment to the Company of that portion of the Exercise Price for which this Warrant is being exercised.

(b)

The Company shall hold in escrow all payments delivered by Holder in connection with the exercise of this Warrant until share certificates evidencing Common Stock are prepared and delivered to Holder.  In the event that this Warrant is exercised in part, then the Company shall deem that portion of the Warrant Shares to be exercised and shall (i) return the unexercised portion of this Warrant to the Holder and (ii) issue a new warrant for such remaining unexercised portion of this Warrant.

5.

Certificates for Shares .  Upon the exercise of the purchase rights evidenced by this Warrant, the Holder exercising such purchase rights may request one or more certificates for the number of Warrant Shares so purchased (with appropriate restrictive legends, if applicable).  

6.

Issuance of Shares .  The Company covenants that the Common Stock, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof.

7.

No Shareholder Rights .  Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a shareholder of the Company with respect to the Warrant Shares, including (without limitation) the right to vote such Warrant Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of meetings, and such holder shall not be entitled to any notice or other communication concerning the business or affairs of the Company.  However, nothing in this Section 7 shall limit the right of the Holder to be provided the notices required under this Warrant.

8.

Transfers of Warrant .  Subject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder are transferable, upon written notice to the Company, in whole or in part by the Holder only to (a) any person or entity that is an “accredited investor” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended) or (b) to trusts for the benefit of lineal descendents of respective principals of the Holder or directly to family members of principals of Holder, as each may be permitted by applicable law or (c) to other entities under control or common control of the Holder or the Holder’s controlling members.  The transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.  In the event of a partial transfer, the Company shall issue to the holders one or more appropriate new warrants.  For the avoidance of doubt, transfers of this Warrant may be subject to the execution and delivery of additional documentation as may be reasonably requested by the Company in order to evidence the intention hereof that this Warrant is being held by the Holder for investment purposes only and is not intended to be distributed, except as contemplated herein.

9.

Successors and Assigns .  The terms and provisions of this Warrant and the Purchase Agreement shall inure to the benefit of, and be binding upon, the Company and the Holder hereof and their respective successors and assigns.

10.

Amendments and Waivers .  Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holder.

11.

Sale of the Company .  If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be a Sale (as hereinafter defined), then, as a part of such Sale and a condition precedent to or concurrent with the consummation of such Sale, the Holder shall exercise or shall be deemed to have exercised this Warrant and lawful provision shall be made so that the Holder shall thereafter be entitled to receive either the following:

(a)

in the event of a Equity Sale (as hereinafter defined), as nearly as is practicable, that number of shares of stock or other securities or property of the successor or acquiring corporation resulting from such Equity Sale which a Holder would have been entitled to

receive in such Equity Sale if this Warrant had been exercised immediately before such Equity Sale; or

(b)

in the event of an Asset Sale (as hereinafter defined), as nearly as is practicable, that portion of the consideration received by the Company representing the pro rata ownership by the Holder of the issued and outstanding shares of Common Stock which Holder would have been entitled to receive in such Asset Sale if this Warrant had been exercised immediately before such Asset Sale.

In any event, it is the express intent of the parties that following a Sale, Holder shall receive the same shares of stock, securities, property and/or other consideration on a pro rata basis entitled to other holders of Common Stock pursuant to such Sale.

As used herein, the term “Sale” shall mean either (i) an acquisition of the Company by another entity by means of a merger, consolidation, or other transaction or series of related transactions resulting in the exchange of the outstanding capital stock of the Company such that shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the surviving entity (a “Equity Sale”), or (ii) a sale or transfer of all or substantially all of the Company’s assets to any other person (an “Asset Sale”)

12.

Notices .  All notices required under this Warrant and shall be deemed to have been given or made for all purposes (i) upon personal delivery, (ii) upon confirmation receipt that the communication was successfully sent to the applicable number if sent by facsimile; (iii) one day after being sent, when sent by professional overnight courier service, or (iv) five days after posting when sent by registered or certified mail.  Notices to the Company shall be sent to the principal office of the Company (or at such other place as the Company shall notify the Holder hereof in writing).  Notices to the Holder shall be sent to the address of the Holder on the books of the Company (or at such other place as the Holder shall notify the Company hereof in writing).  Notices under this Warrant may also be given to the email addresses previously provided by the intended recipient, provided, however, that receipt of such notice shall not to have been deemed to occur if the sender receives notice or constructive notice that the recipient did not receive such notice by means of a “bounceback” or other similar notification.  

13.

Attorneys’ Fees .  If any action of law or equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which it may be entitled.

14.

Captions .  The section and subsection headings of this Warrant are inserted for convenience only and shall not constitute a part of this Warrant in construing or interpreting any provision hereof.

15.

Governing Law .  This Warrant shall be governed by the laws of the State of New York as applied to agreements among New York residents made and to be performed entirely within the State of New York.

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IN WITNESS WHEREOF, the Company caused this Warrant to be executed by an officer thereunto duly authorized.

BAKKEN RESOURCES, INC.

By: __________________________________

Name:

Title:

Address:______________________________

_____________________________________

_____________________________________

Fax:

Email:

Acknowledged and agreed:

_____________________________________

Address:______________________________

_____________________________________

_____________________________________

Fax:

Email: