SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2013 • New Western Energy Corp • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 6, 2013, between NEW WESTERN ENERGY CORPORATION, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT NEW WESTERN ENERGY CORPORATIONNew Western Energy Corp • November 12th, 2013 • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hillair Capital Investments L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NEW WESTERN ENERGY CORPORATION, a Nevada corporation (the “Company”), up to 6,383,420 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE February 1, 2015New Western Energy Corp • November 12th, 2013 • Crude petroleum & natural gas • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of NEW WESTERN ENERGY CORPORATION, a Nevada corporation, (the “Company”), having its principal place of business at 1140 Spectrum, Irvine, California 92618, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due February 1, 2015 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • November 12th, 2013 • New Western Energy Corp • Crude petroleum & natural gas • New York
This SECURITY AGREEMENT, dated as of November 6, 2013 (this “Agreement”), is among NEW WESTERN ENERGY CORPORATION, a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Original Issue Discount Convertible Debentures due February 1, 2015, in the original aggregate principal amount of $1,232,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 12th, 2013 • New Western Energy Corp • Crude petroleum & natural gas • New York
SUBSIDIARY GUARANTEE, dated as of November 6, 2013 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between NEW WESTERN ENERGY CORPORATION, a Nevada corporation (the “Company”) and the Purchasers.
