ex43.htm


    Exhibit
4.3

     

     

    AMENDMENT
NO. 1 TO THE SECURITIES PURCHASE AGREEMENT AND NOTE DATED AUGUST 28,
2008

    


    This
Amendment No . 1 to the SECURITIES PURCHASE AGREEMENT (the “SPA”) and the Note (the “Note”), dated as of August 28,
2008, is hereby entered as of October 9, 2008, by and among Bonanza Oil &
Gas, Inc., a Nevada corporation, with headquarters located at 3000 Richmond
Avenue, Suite 400, Houston Texas  77098 (the “Company”), and each of the
purchasers set forth on the signature pages hereto (the “Buyers”).

     

    WHEREAS, the Buyers purchased
$500,000 in Notes at closing on August 28, 2008 and also received 50,000 shares
of common stock (the “Shares”) for every $100,000
invested resulting in the aggregate issuance of 250,000 Shares.

     

    WHEREAS, in the event that
Company is unable to repay the Note, it is required to issue the Buyers 25,000
shares of common stock on a monthly basis for every $100,000 of principal
outstanding (the “Penalty Shares”).

    


    WHEREAS, as the Shares were
never issued, the Company and the Buyers desire to restructure the financing to
provide for the cancellation of the Shares and Penalty Shares

    


    WHEREAS, as consideration for
agreeing to cancel the Shares and the Penalty Shares, the Company has agreed to
issue the Buyers common stock purchase warrants to purchase 100,000 shares of
common stock for every $100,000 invested exercisable for a period of three years
at a price of $1.00 per share (the “Warrants”) and common stock
purchase warrants to purchase 25,000 shares of common stock  (the
“Penalty Warrants”) on a
monthly basis in the event that the Company does not repay the Notes at maturity
and the Penalty Warrants shall be exercisable for a period of three years at a
price equal to the greater of $1.00 or the market price as of the date of
issuance.

    


    NOW THEREFORE, the Company and
each of the Buyers severally (and not jointly) hereby agree as
follows:

    


    1.           Section
1(a) of the SPA is hereby amended and replaced in its entirety as
follows:

    


    Purchase
of Notes and Shares.  On the Closing Date (as defined below),
the Company shall issue and sell to each Buyer and each Buyer severally agrees
to purchase from the Company such principal amount of Notes and Warrants as is
set forth immediately below such Buyer’s name on the signature pages
hereto.

     

    2.           The
last sentence of the first paragraph of the Note is hereby amended and replaced
in its entirety as follows:

    In the
event that all amounts due under this Note are not paid by the Maturity Date,
the Maker shall issue the Payee the Penalty Warrants every thirty days that any
amounts remain outstanding under this Note.

    


    
      
        
        

      

      
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    IN WITNESS WHEREOF, the
undersigned Buyers and the Company have caused this agreement to be duly
executed as of the date first above written.

     

    BONANZA
OIL & GAS, INC.

    


    


    By:/s/
William Wiseman

    
      
        

      

    

    William
Wiseman

    Chief
Executive Officer

    


    


    BUYERS:

    


    


    /s/ G. Wade
Stubblefield   

    
      
        

      
G. Wade
Stubblefield                                                                                     

     

    /s/ Eric Dale

    
      

    

    Eric
Dale

    


    /s/ Paul
DiFrancesco 

    
      
        

      

      Paul
DiFrancesco                                                                                                

       

       

       

       

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