0001185185-13-002154 Sample Contracts

Contract
Rockdale Resources Corp • October 3rd, 2013 • Wholesale-furniture & home furnishings • Texas

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION OR QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED PURSUANT TO AN EXEMPTION UNDER SUCH ACT AND SECURITIES LAWS.

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ROCKDALE RESOURCES CORPORATION WARRANT TO PURCHASE COMMON STOCK
Purchase Common Stock • October 3rd, 2013 • Rockdale Resources Corp • Wholesale-furniture & home furnishings • Texas

This Warrant to Purchase Common Stock (this “Warrant”) is issued to Rick Wilber, a Florida resident (the “Holder”), by Rockdale Resources Corporation, a Colorado corporation (the “Company”). The Holder acknowledges that this Warrant is issued pursuant to the Convertible Note and Warrant Purchase Agreement dated as of the date hereof by and between the Holder and the Company.

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT
Convertible Note and Warrant Purchase Agreement • October 3rd, 2013 • Rockdale Resources Corp • Wholesale-furniture & home furnishings • Texas

This CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 30, 2013, by and between Rockdale Resources Corporation, a Colorado corporation (the “Company”), and Rick Wilber (the “Investor”).

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