Legend Oil and Gas, Ltd. 8-K  



Exhibit 10.1


ADDENDUM TO


SECURITIES PURCHASE AGREEMENT


This Addendum to
Securities Purchase Agreement (this “Addendum”) is dated as of October 27, 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”) and
is an addendum to that certain Securities Purchase Agreement among the Company and the Purchasers, dated September 30, 2016 (the
“Agreement”). Any capitalized terms used but not defined in this Addendum have the meanings ascribed to such
terms in the Agreement.


WHEREAS, pursuant
to the terms of the Agreement, the Company sold to the Purchasers, and the Purchasers purchased from the Company, an aggregate
of $1,150,000 in principal amount of Debentures corresponding to a subscription amount of $1,150,000 (the “Original Debenture
Amount”);


WHEREAS, the Agreement
contemplates that the Original Debenture Amount may be increased up to an aggregate limit of $2,000,000; and


WHEREAS, the Company
and the Purchasers desire to increase the aggregate principal amount of Debentures by an additional $300,000, for a current total
of $1,450,000.


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Addendum, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


1.       


Effective as of the
date hereof, the aggregate principal amount of Debentures be, and it hereby is, increased from $1,150,000 to a current total of
$1,450,000. Concurrent with the execution of this Addendum, the Company is delivering to the Purchasers a Debenture in the amount
of $300,000 (the “October 27 Debenture”).


2.       


For the avoidance of
doubt, the October 27 Debenture, and the increased aggregate principal amount of Debentures outstanding under the Agreement, as
described in this Addendum, are hereby incorporated into the Agreement. All obligations existing under that certain Security Agreement
by and among the Company, the Guarantors and the Secured Parties, dated as of September 30, 2016 and that certain Subsidiary Guaranty
by and among the Company and the Guarantors, dated as of September 30, 2016 will continue to apply to the October 27 Debenture
in full force and effect.


3.       


Exhibit C to
the Agreement is hereby updated to include the vehicles included in Schedule 1 hereto.


4.       


Except as set forth
above, the Agreement remains in full force and effect and remains unmodified except as expressly set forth in this Addendum.




    	 



    	 



    

 


5.       


All questions concerning
the construction, validity, enforcement and interpretation of the this Addendum shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.


6.       


This Addendum may be
executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the
parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


(Signature Pages Follow)




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Addendum to Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.


	legend oil and gas, ltd.	 	Address for Notice:
	 	 	 
	By:	 	 	Fax:
	 	
        Name:

        Title:
	 	E-Mail Address:
	 	 	 	 
	With a copy to (which shall not constitute notice):	 	 


 


Acknowledged and agreed to:


	BLACK DIAMOND ENERGY LLC	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	BLACK DIAMOND ENERGY HOLDINGS LLC 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	BDE TRACTOR LEASING I, LLC 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]




    	 



    	 



    

 


[PURCHASER
SIGNATURE PAGES TO

LOGL SECURITIES PURCHASE AGREEMENT]


IN WITNESS WHEREOF,
the undersigned have caused this Addendum Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


Name of Purchaser: Lorton Finance Company


Signature of Authorized Signatory of
Purchaser: __________________________________


Name of Authorized Signatory: Heidi Bowman


Title of Authorized Signatory: President


Email Address of Authorized Signatory:
heidib@hillaircapital.com


Facsimile Number of Authorized Signatory: 650-570-7984


Address for Notice to Purchaser: 345 Lorton Ave., #303, Burlingame,
CA 94010


 


 


Address for Delivery of Securities to Purchaser (if not same as
address for notice):


 


 


Subscription Amount in Cash pursuant to Addendum: $300,000


Principal Amount pursuant to Addendum: $300,000


Aggregate Subscription Amount in Cash: $1,450,000


Principal Amount pursuant to Addendum: $1,450,000


EIN Number: 81-3968135




    	 



    	 



    

 


CLOSING STATEMENT


Pursuant to the attached Addendum to
Securities Purchase Agreement, dated on or about the date hereto, the purchasers shall purchase Debentures from Legend Oil and
Gas, Ltd., a Colorado corporation (the “Company”). All funds payable to the Company will be wired into an account
maintained by the Company. All funds will be disbursed in accordance with this Closing Statement.


Disbursement
Date: October 27, 2016


 



 


	
        I.     PURCHASE PRICE

         
	 
	 	Gross Proceeds to be Received 	$300,000
	 	 
	
        II.    DISBURSEMENTS

         
	 
	 	Sher Trucking, LLC	$300,000
	 	 	 
	 	 	 
	 	 	 
	 	 
	Total Amount Disbursed:	$300,000
	 	 
	 	 
	 	 
	
        WIRE INSTRUCTIONS:

         
	 
	
        Bank: Bank of America

        Routing Number: 026009593

        Account Number: 005013043952

        Beneficiary: Sher Trucking, LLC
	 
	 	 	 


 




    	 



    	 



    

 


Acknowledged and agreed to

this 27th day of October 2016


LEGEND OIL AND GAS, LTD.


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


 




    	 



    	 



    

 


Schedule 1