REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2006 • Daybreak Oil & Gas Inc • Blank checks • Washington
This Registration Rights Agreement (this “AGREEMENT”) is made and entered into as of March ___, 2006, by and among Daybreak Oil and Gas, Inc., a ____ corporation (the “COMPANY”), and the investors signatory hereto (each a “INVESTOR” and collectively, the “INVESTORS”).
ContractWarrant Agreement • December 28th, 2006 • Daybreak Oil & Gas Inc • Blank checks • Washington
This Warrant and the underlying shares of Common Stock represented by this Certificate have not been registered under the Securities Act of 1933 (the “Act”), and are “restricted securities” as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company.
PLACEMENT AGENT AGREEMENT March 3, 2006Placement Agent Agreement • December 28th, 2006 • Daybreak Oil & Gas Inc • Blank checks • Colorado
The Company proposes to offer and sell to qualified investors Units (“Units”) of the Company’s securities at an offering price of $1.50 per Unit, and on terms as set forth herein. Each Unit is comprised of the two shares of the Company’s common stock (“Common Stock”) and one warrant (“Warrant”) to purchase a share of Common Stock. As used in this Agreement, the term “Memorandum” refers to a Private Placement Memorandum dated March 3, 2006.
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SUBSCRIPTION AGREEMENT and LETTER OF INVESTMENT INTENTSubscription Agreement • December 28th, 2006 • Daybreak Oil & Gas Inc • Blank checks
The undersigned (the “Subscriber”) hereby tenders this subscription for the purchase of units (“Units” or the “Securities”) consisting of shares of common stock (“Shares”) of Daybreak Oil and Gas, Inc. (the “Company”) and warrants to purchase Shares. The Units are described in the Company’s Private Placement Memorandum dated March 2, 2006 (the “Memorandum”). The Subscriber understands that a subscription for the Securities may be rejected for any reason and that, in the event that this subscription is rejected, the funds delivered herewith will be promptly returned, without interest thereon or deduction therefrom. By execution below, the Subscriber acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with their obligations under applicable securities laws.
