SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 6th, 2016 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2016, 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”).
SECURITY AGREEMENTSecurity Agreement • October 6th, 2016 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
This SECURITY AGREEMENT, dated as of September 30, 2016 (this “Agreement”), is by and among Legend Oil and Gas, Ltd., a Colorado corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Senior Secured Debentures due on the Maturity Date (as defined in the Debentures), in the original aggregate principal amount of $1,150,000 (collectively, the “Debentures”) issued pursuant to that certain securities purchase agreement (the “Purchase Agreement”) dated on or about the date hereof among the Company and certain Secured Parties signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 6th, 2016 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
SUBSIDIARY GUARANTEE, dated as of September 30, 2016 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Legend Oil and Gas, Ltd., a Colorado corporation (the “Company”) and the Purchasers.
Legend Oil and Gas, Ltd. 8-KLegend Oil & Gas, Ltd. • October 6th, 2016 • Drilling oil & gas wells • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITY.
Legend Oil & Gas, Ltd. 8-KLetter Agreement • October 6th, 2016 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • Colorado
