Exhibit 4.27


 





SUBSCRIPTION AGREEMENT


Common Stock and Warrant


 


 


RICHFIELD OIL &
GAS COMPANY


A Nevada Corporation


 


THIS SUBSCRIPTION
AGREEMENT made this _________, 2012 by and between Richfield Oil & Gas Company, a Nevada corporation (the “Issuer”), and
___________________  (the “Subscriber”), who, for and in consideration of the promises and covenants
set forth herein, do here to agree as follows:


 


1.            
Subscription. The Subscriber hereby subscribes for _________ Common shares at a price of US$0.25 per share
(the “Subscription Price”), and agrees to make a capital contribution to the Issuer in the amount of ______________________ (US$______)
which the Subscriber has tendered herewith. This Subscription Agreement (“Subscription”) is an irrevocable offer by
the Subscriber to subscribe for the securities offered by the Issuer, and, subject to the terms hereof; shall become a contract
for the sale of said securities upon the acceptance thereof by the Issuer.


 


2.            
Warrant. The Subscriber hereby shall be granted a warrant to acquire one (1) additional share for each share purchased
(_________units) and issued pursuant to paragraph 1 above at a price of $0.50 per share at any time during the three year period
starting on the date of the acceptance by the issuer and ending three (3) years from that date.


 


3.            
Acceptance. This Subscription Agreement is made subject to the Issuer's discretionary right to accept or reject the
subscription herein, and the Subscriber will be promptly notified as to whether the subscription has been accepted. If the Issuer
shall for any reason reject all or part of this subscription, the amount paid by the Subscriber with respect to the rejected Subscription
or part thereof, will be refunded, without interest. Acceptance of this Subscription by the Issuer will be evidenced by the execution
hereof by an officer of the Issuer.


 


4.            
Subscriber Representations. The Subscriber hereby represents and warrants that:


 


(a) The
Subscriber's representations in this Agreement and the information contained in the Subscriber's Purchaser Questionnaire are complete
and accurate to the best of the Subscriber's knowledge, and the Issuer and any sales agent may rely upon them. The Subscriber will
notify the Issuer and any such agent immediately if any material change occurs in any of this information before the sale of the
Shares.


 


(b) The
Subscriber is an “accredited investor” as defined under Rule 501 of Regulation D.


 


(c) The
Subscriber is able to bear the economic risk of an investment in the securities for an indefinite period of time, can afford the
loss of the entire investment in the securities, and will, after making an investment in the securities, have sufficient means
of providing for his (or her) current needs and possible future contingencies. Additionally, the Subscriber's overall commitment
to investments which are not readily marketable is not disproportionate to his/her net worth and this Subscription will not cause
such overall commitment to become excessive.


 


(d) The securities
subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption
from such registration.


 


(e)
The securities subscribed for herein are being acquired for the Subscriber's own account, for investment purposes, and
not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning
of the Securities Act of 1933. The Subscriber is aware that there are substantial restrictions on the transferability of the securities,
that there will be no known public market for the securities, and, accordingly, it is unlikely that the Subscriber will be able
to liquidate an investment in the securities.


 






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(f) The
Subscriber has had access to any and all information concerning the Issuer which the Subscriber and the Subscriber's financial,
tax and legal advisors required or considered necessary to make a proper evaluation of this investment. In making the decision
to purchase the securities herein subscribed for, the Subscriber and his advisers have relied solely upon their own independent
investigations, and fully understand that there are no guarantees, assurances or promises' in connection with any investment hereunder
and understand that the particular tax consequences arising from this investment in the Issuer will depend upon the individual
circumstances of the Subscriber, The Subscriber further understands that no opinion is being given as to any securities or tax
matters involving the Offering.


 


(g)
All of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber
to the Issuer are true, correct and complete in all respects, and the subscriber agrees to notify the Issuer immediately of any
change in any representation, warranty or other information set forth herein.


 


(h) The
Subscriber also understands and agrees that stop transfer instructions relating to the securities will be placed in the Issuer's
stock transfer ledger, and that the certificates evidencing the securities sold will bear legends in substantially the following
form:


 


“The securities represented
by this Certificate have not been registered under the Securities Act of 1933 (the “Act”) and are “restricted
securities” as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration
under the Act, the availability of which is to be established to the satisfaction of the Issuer.”


 


(i)Subscriber
has been given the unrestricted opportunity to ask questions of, and receive answers from, the Issuer, or persons acting on its
behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted
opportunity to obtain such additional information with respect to the offering as he has desired, including, but not limited to,
any additional information necessary to verify the accuracy of the information set forth in the attached documentation.


 


(j)
The Subscriber knows that the securities subscribed for herein are offered and sold pursuant to exemptions from registration
under the Securities Act of 1933, and state securities law based, in part, on these warranties and representatives, which are the
very essence at this Subscription Agreement, and constitute a material part of the bargained-for consideration without which this
Agreement would not have been executed.


 


(k) By
reason of the Subscriber's business or financial experience or the business or financial experience of professional advisors who
are unaffiliated with and who are not compensated by the Issuer or any affiliate or selling agent of the Issuer, directly or indirectly,
the Subscriber has the capacity to protect his/her own interest in connection with this transaction or has a pre-existing personal
or business relationship with the Issuer or one or more of its officers, directors or controlling persons consisting of personal
or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character,
business acumen and general business and financial circumstances of such person with whom such relationship exists.


 


(I)
This Agreement when fully executed and delivered by the Issuer will constitute a valid and legally binding obligation of
the Subscriber, enforceable in accordance with its terms. The Subscriber, if it is a partnership, joint venture, corporation,
trust or other entity, was not formed or organized for the specific purpose of acquiring the Shares. The purchase of the
Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber's
Articles of Incorporation, bylaws, partnership agreement, declaration of trust or other similar charter document, and has
been duly approved by all requisite action by the entity's owners, directors, officers or other authorized managers. The
person signing this document and all documents necessary to consummate the purchase of the Shares has all requisite authority
to sign such documents on behalf of the Subscriber, if it is an entity investor.


 






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(m) The
Subscriber has not duplicated or distributed the Business Plan to anyone other than his personal advisors, and will not do so in
the future.


 


(n) The
securities offered hereby were not offered to the Subscriber by way of general solicitation or general advertising and at no time
was the Subscriber presented with or solicited by means of any leaflet, public promotional meeting, circular, newspaper or magazine
article, radio or television advertisement.


 


5. Entire Agreement.
This Subscription Agreement together with the other documents executed contemporaneously herewith, constitute the entire agreement
between the parties with respect to the matters covered thereby, and may only be amended by a writing executed by all parties hereto.


 


6.Survival of
Representations. The representations, warranties, acknowledgments and agreements made by the Subscriber shall Survive the
acceptance of this Subscription and run in favor or, and for the benefit of, the Issuer.


 


7. Waiver.
No waiver or modification of any of the terms of this Agreement shall be valid unless in writing. No waiver of a breach of,
or default under, any provision hereof shall be deemed a waiver of such provision or of any subsequent breach or default of the
same or similar nature or of any other provision or condition of this Agreement.


 


8. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


9. Notices.
Except as otherwise required in this Agreement, any notice required or permitted under this Agreement shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit with the United States Post Office, by registered
or certified mail, postage prepaid, addressed as follows:


 


		To the Issuer:	Richfield Oil & Gas Company



15
West South Temple

Suite 1050

Salt Lake City, Utah 84101




 


		To the Subscriber:	At the address set forth beneath the Subscriber's signature



 


10. Non-Assignable.
The obligations of the Subscriber hereunder shall not be delegated or assigned to any other party without the prior written consent
of the Issuer.


 


 






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SUBSCRIBER:


 


____________________________


(Signature)


 


____________________________


(Print Name)


 


 


Direction to Issue Shares as follows:


 





	 	 	 	 	Common Shares
	 	Name	 	 	 
	 	 	 	 	 
	 	 	 	 	 Warrants at $0.50 Strike Price
	 	 	 	 	 
	 	 	 	 	 
	 	Address	 	 	 










  


Phone:___________________________


 


Email:____________________________


 


SS or Tax ID No.: ___________________


 


Number of Units Subscribed For Purchase:


 


________________ 


 


Dollar Amount of Subscription:


 


US $_____________


 


Wiring Instructions:


 


US Bank


170 S. Main St.


Salt Lake City, UT
84101


ABA #: 124302150


Account #: 1 531 5189
6732


FBO: Richfield Oil
& Gas Company


Attn: Tammy Anton at
(801) 531-6718


 


ACCEPTED:


 


Richfield Oil & Gas Company


Douglas C. Hewitt, Sr.


 


By: ____________________________


 


Date: __________________________




 


 


 






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