0001062993-10-001226 Sample Contracts

November 30, 2009 Bonanza Oil and Gas, Inc. 3417 Mercer Houston, TX 77027 RE: Loan Letter Agreement Mr. Lender:
Loan Agreement • April 15th, 2010 • Bonanza Oil & Gas, Inc. • Crude petroleum & natural gas • California
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Exhibit B SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 15th, 2010 • Bonanza Oil & Gas, Inc. • Crude petroleum & natural gas • Nevada

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of January 31, 2008 by and between Bonanza Oil & Gas, Inc. (OCTBB: BGOI), a corporation organized under the laws of the State of Nevada, with its principal offices at 1901 Post Oak Drive, Suite 402, Houston, TX 77027 (the "Company”), and _________________________________________ (the "Purchaser”).

WESTERLY DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • April 15th, 2010 • Bonanza Oil & Gas, Inc. • Crude petroleum & natural gas • Texas

WHEREAS, the Debt Holder has acquired $[ ] in debt (the “Debt”) from Westerly Exploration Inc. (“Westerly”) pursuant to that Debt Purchase Agreement entered between the Debt Holder and Westerly dated April 12, 2010;

BONANZA ACCOUNTS RECEIVABLE AGREEMENT
Accounts Receivable Agreement • April 15th, 2010 • Bonanza Oil & Gas, Inc. • Crude petroleum & natural gas

This Bonanza Accounts Receivables Agreement (BARA) is entered into this 12th day of April 2010 by and between Westerly Exploration, Inc. (Westerly) and Bonanza Oil & Gas, Inc. (Bonanza).

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