SUBSCRIPTION AGREEMENT SUBSCRIBER’S NAME: Iconic Investment Co. DATED AS OF APRIL 28, 2011 BY AND BETWEEN LEGEND OIL AND GAS LTD. AND THE SUBSCRIBER LISTED BELOWSubscription Agreement • May 13th, 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.
WARRANTWarrant Agreement • May 13th, 2011 • Legend Oil & Gas, Ltd. • 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.
