CONFIDENTIAL CARDINAL ENERGY GROUP, INC. SUBSCRIPTION AGREEMENT Each Unit consists of: $50,000 par value 12% Senior Secured Callable Convertible Promissory Notes Maturing July 31, 2015 Warrants expiring December 31, 2019 to Purchase 20,000 Common SharesSubscription Agreement • March 7th, 2014 • Cardinal Energy Group, Inc. • Oil & gas field exploration services • California
THE SECURITIES OFFERED PURSUANT TO THE CONFIDENTIAL PRIVATE OFFERING MEMORANDUM DELIVERED HEREWITH (THE “MEMORANDUM”) ARE BEING OFFERED ONLY TO “ACCREDITED INVESTORS,” AS SUCH TERM IS DEFINED IN RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SEE “PLAN OF DISTRIBUTION - INVESTOR SUITABILITY REQUIREMENTS” IN THE MEMORANDUM.
ContractSenior Secured Convertible Promissory Note • March 7th, 2014 • Cardinal Energy Group, Inc. • Oil & gas field exploration services • California
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS
ContractStock Purchase Warrant • March 7th, 2014 • Cardinal Energy Group, Inc. • Oil & gas field exploration services • California
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.
