SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2017 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 3, 2017, between Legend Oil and Gas, Ltd., a Colorado 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 LEGEND OIL AND GAS, LTD.Legend Oil & Gas, Ltd. • October 2nd, 2014 • Drilling oil & gas wells
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 September 29, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Legend Oil and Gas, Ltd., a Colorado corporation (the “Company”), up to 155,680,000 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 2012 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 18, 2012, by and between LEGEND OIL AND GAS, LTD., a Colorado corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 2nd, 2014 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2014, between Legend Oil and Gas, Ltd., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • October 6th, 2016 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
This SECURITY AGREEMENT, dated as of September 30, 2016 (this “Agreement”), is by and among Legend Oil and Gas, Ltd., a Colorado 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 Senior Secured Debentures due on the Maturity Date (as defined in the Debentures), in the original aggregate principal amount of $1,150,000 (collectively, the “Debentures”) issued pursuant to that certain securities purchase agreement (the “Purchase Agreement”) dated on or about the date hereof among the Company and certain Secured Parties signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 6th, 2016 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
SUBSIDIARY GUARANTEE, dated as of September 30, 2016 (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 Legend Oil and Gas, Ltd., a Colorado corporation (the “Company”) and the Purchasers.
Original ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE MARCH 1, 2018Legend Oil & Gas, Ltd. • January 27th, 2017 • Drilling oil & gas wells • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of LEGEND OIL AND GAS, LTD., a Colorado corporation (the “Company”), having its principal place of business at 555 North Point Center East, Suite 400, Alpharetta, Georgia 30022, designated as its Original Issue Discount Senior Secured Debentures due March 1, 2018 (the “Debenture” and, collectively with the other debentures of such series, if any, the “Debentures”).
SECURITIES PURCHASE AGREEMENTSecurity Agreement • July 17th, 2013 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July ___, 2013, between Legend Oil and Gas, Ltd., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Original ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE MARCH 1, 2018Legend Oil & Gas, Ltd. • April 4th, 2017 • Drilling oil & gas wells • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of LEGEND OIL AND GAS, LTD., a Colorado corporation (the “Company”), having its principal place of business at 555 North Point Center East, Suite 400, Alpharetta, Georgia 30022, designated as its Original Issue Discount Senior Secured Debentures due March 1, 2018 (the “Debenture” and, collectively with the other debentures of such series, if any, the “Debentures”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 4th, 2014 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 29, 2014, between Legend Oil and Gas, Ltd., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Original ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE MARCH 1, 2016Legend Oil & Gas, Ltd. • July 6th, 2015 • Drilling oil & gas wells • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of LEGEND OIL AND GAS, LTD., a Colorado corporation (the “Company”), having its principal place of business at 555 North Point Center East, Suite 400, Alpharetta, Georgia 30022, designated as its Original Issue Discount Senior Secured Debentures due March 1, 2016 (the “Debenture” and, collectively with the other debentures of such series, if any, the “Debentures”).
SUBSCRIPTION AGREEMENT SUBSCRIBER’S NAME: DATED AS OF AUGUST , 2011 BY AND BETWEEN LEGEND OIL AND GAS LTD. AND THE SUBSCRIBER LISTED BELOWSubscription Agreement • August 12th, 2011 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Colorado
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES COMMISSION OF ANY STATE, NOR HAS ANY SUCH COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT (THE “AGREEMENT”). ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
AGREEMENT AND PLAN OF MERGER BY AND AMONG NEW WESTERN ENERGY CORPORATION NEW WESTERN ENERGY MERGER CORP. AND LEGEND OIL AND GAS, LTD. DATED: JANUARY 23, 2014Agreement and Plan of Merger • January 27th, 2014 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • California
AGREEMENT AND PLAN OF MERGER (this "Agreement") made and entered into on this 23 day of January 2014, by and among NEW WESTERN ENERGY CORPORATION., a Nevada corporation (“Parent”), NEW WESTERN ENERGY MERGER CORP., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”), and LEGEND OIL and GAS, LTD., a Colorado corporation (the “Company”).
SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase and Exchange Agreement • November 19th, 2014 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
This Securities Purchase and Exchange Agreement (this “Agreement”) is dated as of November 13, 2014, between Legend Oil and Gas, Ltd., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PURCHASE AGREEMENTPurchase Agreement • May 23rd, 2012 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of May 18, 2012, by and between LEGEND OIL AND GAS LTD., a Colorado corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
Legend Oil & Gas, Ltd. 8-KLetter Agreement • December 5th, 2014 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Georgia
This letter agreement (the “Agreement”) sets forth the understanding between Legend Oil & Gas, Ltd. (the “Company”) and you regarding the Company contracting with you to serve as President and Chief Operating Officer of the Company during the term hereof. This Agreement shall be effective on the date that it is executed by you in the space provided for your signature below.
OFFICE SPACE LEASE DUNDEAL CANADA (GP) INC. Landlord and LEGEND ENERGY CANADA LTD. Tenant Suite 230Office Space Lease • November 23rd, 2011 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells
Legend Oil and Gas, Ltd. 8-KLegend Oil & Gas, Ltd. • November 2nd, 2016 • Drilling oil & gas wells • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITY.
Legend Oil & Gas, Ltd. 8-KLetter Agreement • October 6th, 2016 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Colorado
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • October 28th, 2015 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells
This SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of the 21st day of October, 2015, by and between LEGEND OIL AND GAS, LTD., a Colorado corporation (the “Company”), and HILLAIR CAPITAL INVESTMENTS, L.P. (the “Exchanging Holder”).
LEGEND OIL AND GAS, LTD. – STOCK OPTION AGREEMENT –– Stock Option Agreement • November 14th, 2011 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Washington
THIS STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date of grant set forth below (“Date of Grant”) by and between Legend Oil and Gas, Ltd., a Colorado corporation (“Company”), and the participant named below (“Participant”). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Company’s 2011 Stock Incentive Plan (the “Plan”). A copy of the Plan has been provided to Participant.
May 20th, 2014 Legend Oil and Gas, Ltd.Letter Agreement • June 4th, 2014 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Georgia
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 7th, 2015 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of April 3, 2015, is entered into between BLACK DIAMOND ENERGY HOLDINGS LLC, a Delaware limited liability company (the “Company”), SHER TRUCKING L.L.C., a Nevada limited liability company (“Sher”), ALBERT VALENTIN, a resident of the State of North Dakota (“Valentin”), STEVEN WALLACE, a resident of the State of Utah (“Wallace”) (Sher, Valentin and Wallace being referred to herein collectively as “Sellers”) and LEGEND OIL AND GAS, LTD., a Colorado corporation (“Buyer”).
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • February 13th, 2012 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Colorado
This Indemnification Agreement (the “Agreement”) is made as of , 20 , by and between LEGEND OIL AND GAS, LTD., a Colorado corporation (the “Company”), and [ ] (“Indemnitee”).
FORM OF WARRANTLegend Oil & Gas, Ltd. • August 12th, 2011 • Drilling oil & gas wells • Washington
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS.
Legend Oil and Gas, Ltd. 10-QLetter Agreement • May 20th, 2015 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Georgia
SETTLEMENT AND TERMINATION AGREEMENTSettlement and Termination Agreement • May 1st, 2013 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Ontario
THIS SETTLEMENT AND TERMINATION AGREEMENT (the “Settlement Agreement”) is entered into as of May 1, 2013 by and among LEGEND OIL AND GAS LTD., a Colorado corporation (“Legend”), LEGEND ENERGY CANADA LTD., an Alberta Canada corporation (“Legend Canada”), and WI2WI CORPORATION (formerly known as International Sovereign Energy Corporation), a Canadian corporation (“Wi2Wi”).
PROFIT PARTICIPATION AGREEMENTProfit Participation Agreement • June 18th, 2002 • Sin Holdings Inc • Colorado
THIS PROFIT PARTICIPATION AGREEMENT (the “Agreement”) is entered into as of December 1, 2000, by and between Senior-Inet, Inc., a Colorado corporation (‘Buyer”), and Stan Mingus (“Seller”), sole proprietor of Senior-Inet (the “Company”’).
AGREEMENT FOR PURCHASE AND SALEAgreement for Purchase and Sale • November 4th, 2010 • Sin Holdings Inc • Real estate
This Agreement is entered into (his 20th day of October 2010, by and between PIQUA PETRO, INC., a Kansas corporation, ("Seller") and SIN HOLDINGS INC. a Colorado Corporation, or its assigns ("Buyer"), (the Parties).
Legend Oil and Gas, Ltd. 10-QLegend Oil & Gas, Ltd. • May 20th, 2015 • Drilling oil & gas wells
This will confirm the understanding between you and Legend Oil and Gas, Ltd. (the “Company”) that notwithstanding Section 2.01(c) of that certain Membership Interest Purchase Agreement dated the date hereof (the “Agreement”) among Sher Trucking, LLC, Albert Valentin, you and the Company to the effect that you will receive 57,682,644 shares of Common Stock of the Company (the “Shares”) at Closing:
AMENDMENT AGREEMENTAmendment Agreement • June 4th, 2014 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
THIS AMENDMENT AGREEMENT (this “Agreement”), dated as of May 29, 2014 is entered into by and between Legend Oil and Gas, Ltd., a Colorado corporation (the “Company”) and Hillair Capital Investments L.P. (the “Holder”). Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Purchase Agreements (each as defined below).
Sher Trucking L.L.C. Las Vegas, NV 89109Legend Oil & Gas, Ltd. • April 7th, 2015 • Drilling oil & gas wells
Reference is made to the Membership Interest Purchase Agreement (the “Purchase Agreement”) of even date herewith by and among Sher Trucking L.L.C. (“Sher”), Albert Valentin, Steven Wallace, Black Diamond Energy Holdings LLC and Legend Oil and Gas, Ltd. (“Buyer”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Purchase Agreement.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • May 15th, 2012 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
GENERAL SECURITY AGREEMENT (this “Agreement”) dated as of May 11, 2012, by LEGEND OIL AND GAS, LTD., a Colorado corporation having an address at 1420 5th Avenue, Suite 2200, Seattle, WA 98101 (“Debtor”), in favor of NATIONAL BANK OF CANADA, having an address at 311 – 6th Avenue SW, Suite 1800, Calgary, Alberta, Canada T2P 3H2 (“Secured Party”).
Exploration and Option to Enter Joint Venture Agreement Redlich ProjectSin Holdings Inc • June 18th, 2010 • Real estate • Nevada
This Exploration and Option to Enter Joint Venture Agreement Redlich Project (“Agreement”) is made effective as of June 4, 2010 (the “Effective Date”), by and between Miranda (U.S.A.), Inc., a Nevada corporation (“Miranda”), and SIN Holdings Inc., a Colorado corporation (“SHI”).
Legend Oil and Gas, Ltd. 10-QLegend Oil & Gas, Ltd. • November 20th, 2015 • Drilling oil & gas wells • Georgia
