SUBSCRIPTION AGREEMENT FORSubscription Agreement • February 3rd, 2010 • Daybreak Oil & Gas Inc • Crude petroleum & natural gas • Washington
This Subscription Agreement (this “Agreement”) is executed and delivered by the undersigned (“Subscriber”) who hereby acknowledges receiving and reviewing a copy of the Confidential Information Booklet relating to the offering of the 12% Subordinated Notes due 2015 (the “Notes”) and Warrants (the “Warrants”) consisting of (i) the Executive Summary; (ii) copies of the Company’s most recent Form 10-K for the year ended February 29, 2008, Form 10-Q for the quarter ended November 30, 2009 and Proxy Statement dated June 1, 2009 (collectively, the “SEC Filings”); (iv) the Offering Term Sheet; (v) Form of Note; (vi) Form of Warrant; (vii) Offeree Questionnaire; and (viii) this Agreement (collectively, the “Offering Documents”), relating to the private offering (the “Offering”) of the Notes and the Warrants of the Company. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Executive Summary.
ContractDaybreak Oil & Gas Inc • February 3rd, 2010 • Crude petroleum & natural gas • Washington
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND ANY OF SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER SAID ACTS AND ALL OTHER APPLICABLE SECURITIES LAWS UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
DAYBREAK OIL AND GAS, INC. 12% SUBORDINATED NOTE DUE 2015Daybreak Oil & Gas Inc • February 3rd, 2010 • Crude petroleum & natural gas
This 12% Subordinated Note due 2015 (this “Note”) is issued to Holder, and shall be held by Holder pursuant to the terms of that certain Subscription Agreement between Payor and Holder for 12% Subordinated Notes due 2015 and Warrants accepted by Payor on the date hereof (the “Subscription Agreement”). This Note is one of multiple 12% Subordinated Notes due 2015 (the “Notes”) issued by the Payor.
