Legend Oil & Gas, Ltd. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities 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”).

AutoNDA by SimpleDocs
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 AGREEMENT
Registration 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 AGREEMENT
Securities 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 AGREEMENT
Security 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 GUARANTEE
Subsidiary 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, 2018
Legend 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 AGREEMENT
Security 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, 2018
Legend 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 AGREEMENT
Securities 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, 2016
Legend 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 BELOW
Subscription 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, 2014
Agreement 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 AGREEMENT
Securities 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 AGREEMENT
Purchase 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-K
Letter 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 230
Office Space Lease • November 23rd, 2011 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells
Legend Oil and Gas, Ltd. 8-K
Legend 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-K
Letter Agreement • October 6th, 2016 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Colorado
SECURITIES EXCHANGE AGREEMENT
Securities 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
AutoNDA by SimpleDocs
MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership 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 AGREEMENT
Form 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 WARRANT
Legend 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-Q
Letter Agreement • May 20th, 2015 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Georgia
SETTLEMENT AND TERMINATION AGREEMENT
Settlement 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 AGREEMENT
Profit 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 SALE
Agreement 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-Q
Legend 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 AGREEMENT
Amendment 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 89109
Legend 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 AGREEMENT
General 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 Project
Sin 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-Q
Legend Oil & Gas, Ltd. • November 20th, 2015 • Drilling oil & gas wells • Georgia
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!