0001387131-15-003079 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 28th, 2015 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 21, 2015, between Legend Oil and Gas, Ltd., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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Original ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE MARCH 1, 2017
Legend Oil & Gas, Ltd. • October 28th, 2015 • Drilling oil & gas wells • New York

THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of LEGEND OIL AND GAS, LTD., a Colorado corporation (the “Company”), having its principal place of business at 555 North Point Center East, Suite 400, Alpharetta, Georgia 30022, designated as its Original Issue Discount Senior Secured Debentures due March 1, 2017 (the “Debenture” and, collectively with the other debentures of such series, if any, the “Debentures”).

SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • October 28th, 2015 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells

This SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of the 21st day of October, 2015, by and between LEGEND OIL AND GAS, LTD., a Colorado corporation (the “Company”), and HILLAIR CAPITAL INVESTMENTS, L.P. (the “Exchanging Holder”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 28th, 2015 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Kansas
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