An undisclosed buyer entered into a purchase and sale agreement to acquire Certain Oil and Natural Gas Interests in the Wattenberg Field of PetroShare Corp. from PetroShare Corp. (OTCPK:PRHR) for $16.5 million on January 15, 2019. The consideration of the transaction for the Sale will be $16.5 million in cash, subject to purchase price adjustments, including but not limited to adjustments for certain title, environmental defects and casualty losses asserted prior to the closing. The Purchase Agreement provides that the Buyer may conduct due diligence to assess the aggregate dollar value of any title and environmental defects, preferential purchase rights and certain consents. If the value of these matters exceeds 15% of the purchase price, each party has the right to decline to close. Each party's separate obligation to consummate the Sale is conditioned upon, among other things, confirmation of the counterparty's representations and warranties as of the closing, the counterparty's performance, in all material respects, of all covenants contained in the Purchase Agreement, the absence of material legal matters prohibiting the Sale, the purchase price condition described above, and the counterparty being ready to deliver the closing deliverables. The PetroShare Corp.'s obligation to consummate the Sale is further conditioned upon the obtaining a consent to the Sale under its secured credit agreement. There is no financing contingency for an undisclosed buyer. The termination fee of the transaction is entitled, If the Purchase Agreement is terminated by the PetroShare Corp. as a result of an undisclosed buyer's willful breach of the Purchase Agreement, and certain other conditions are met, then the PetroShare will be entitled to damages in an amount equal to five percent of the Sale price. If the Purchase Agreement is terminated by an undisclosed buyer as a result of the PetroShare’s willful breach of the Purchase Agreement, an undisclosed buyer will be entitled to seek all remedies available at law and in equity, including specific performance of the PetroShare to consummate the Sale. The Purchase Agreement also contains mutual pre-closing covenants, including the obligation of the PetroShare to conduct its business in all material respects in the usual, regular and ordinary manner consistent with its past practices and to refrain from taking certain specified actions without the consent of an undisclosed buyer. The expected closing date of the transaction is scheduled for February 25, 2019. An undisclosed buyer completed the acquisition of Certain Oil and Natural Gas Interests in the Wattenberg Field of PetroShare Corp. from PetroShare Corp. (OTCPK:PRHR) on February 27, 2019.