Amendment to Share Purchase Agreement Between T-Rex Oil, Inc. and Western Interior Oil & Gas Corp. and Its Shareholders

Summary

This amendment updates the original Share Exchange Agreement between T-Rex Oil, Inc. and Western Interior Oil & Gas Corp. and its shareholders. It changes the number of shares to be purchased, the purchase price, and certain dates and terms in the agreement. T-Rex Oil, Inc. will now purchase 17% of Western Interior's common shares for $1,001,333.75 within six months. Other technical adjustments to share numbers, payment obligations, and dates are also made. All other terms of the original agreement remain unchanged.

EX-10.1 2 ex10.1.txt EXHIBIT 10.1 AMENDMENT TO SHARE PURCHASE AGREEMENT DATED MARCH 31, 2015 BY AND AMONG T-REX OIL, INC. AND WESTERN INTERIOR OIL & GAS CORP. AND ITS SHAREHOLDERS For and in consideration of mutual benefits, detriments, and promises, and the covenants herein, the parties agree to amend the Share Exchange Agreement, as follows: Section2.01(b) is hereby deleted and substituted therefore is the following: T-Rex shall purchase 17 percent of the Western Interior Oil & Gas Corp. common shares as described as follows for $1,001,333.75 within 6 months hereafter: McCutcheon Revocable Living Trust...........28,737 Leo A. Giangiacomo...........................2,337 Kathleen Giangiacomo...........................559 Ocana Investments LLC........................1,452 Section 2.03 is amended to delete "9,000,000" and substitute "7,470,000." Section 4.02 is hereby amended to replace the first sentence with the following: "The authorized capital stock of TRO consists of 275,000,000 shares of TRO Common Stock and 50,000,000 shares of Preferred Stock of which 7,809,857 common shares are outstanding on the date hereof (excluding shares reserved for options pursuant to Board Minutes.)." Schedule 1.01 is amended to be Schedule 2.01 and is amended to delete "9,000,000" and substitute "7,470,000." Schedule 6.01(b)(6) shall be amended to read "March 28, 2015" instead of "April 30, 2015." Section 7.09 is amended as follows: "$300,000 payable to stockholders" is amended to read "$1,001,333.75 shareholder repurchase obligation." The last sentence of Section 7.09 is deleted hereby. Section 8.02(g)(3) is redesignated as (h)(3) and in (h)(3) "7%" is amended to "17%." Section 8.03(e)(1) is amended as follows: "1.01(a)" is amended to read "2.01(a)." Section 8.03(e)(2) is amended as follows: "," shall be changed to "2." This amendment shall be deemed effective at March 28, 2015, the date of the original Share Exchange Agreement. All other terms and shall remain unmodified. Dated: April 9, 2015 T-Rex Oil, Inc. Western Interior Oil & Gas Corp. By: __/s/__________________________ By: ___/s/_________________________