Unassociated Document


    Exhibit
      B

     

    SECURITIES
      PURCHASE AGREEM.ENT

     

    THIS
      SECURITIESPURCHASE AGREEMENT (this "Agreement") is made as of December
17,
      2007
      by and between Bonanza Oil & Gas, Inc. (OCTBB: NFLA), a corporation
      organized under the laws of
      the State of
      Nevada, with its principal offices at 1901 Post Oak Drive, Suite 402,
      Houston, TX 77027 (the "Company"), and Phoenix Capital Opportunity Fund, L.P.
      a
limited
      artnership organized under the State of
      Delware with offices at 1630 Ringling Blvd Sarasota, Florida 34236 (the
      "Purchaser") 

     

    WHEREAS,
      the Company and Purchaser have entered into a series of
      agreements dated of
      even date herewith comprised of
      that certain Loan Agreement (the "Loan Agreement"), that certain Secured
      Promissory Note (the "Note"), that certain Security Agreement (the "Security
      Agreement"') (the Note, the Security Agreement and this Agreement are referred
      herein as the "Loan Documents") pursuant to which the Purchaser has extended
      a
      loan to the Company (the "Loan"'); and

     

    IN
      CONSIDERATION of the mutual covenants contained
      in this Agreement, the sufficiency of
      which is hereby acknowledged, the Company and the Purchaser hereby agree
      as follows:

     

    SECTION
      1.Agreement
      to Issue Shares. In consideration for the making of the
      Loan, the Company hereby agrees to issue to the Purchaser 35,714 shares which
      shall be subject to a forward stock split of 2.1 to 1 (as more fully described
      in the Company's Information Statement filed on Form 14C on November 15, 2007)
      shares of
      the Company's common stock (the "Shares").

     

    SECTION
      2.Closing
      of the Purchase of the Shares. The making of the Loan (the
      "Closing") shall take place on the date of this Agreement. At the Closing,
      the
Company
      shall execute and deliver the Note to the
      Purchaser and each of the Company and the Purchaser shall execute and
      deliver to the other a counterpart of the Loan Documents.

     

    SECTION
      3. Representations
      and Warranties of the Company. The Company hereby represents
      and warrants to the Purchaser as follows:

     

    3.1           Organization
      and Qualification. The Company is a corporation duly organized,
validly
      existing and in good standing under the laws of its jurisdiction of
      incorporation and the Company is qualified to do business as a foreign
      corporation in each jurisdiction in which qualification is required, except
      where the failure to so qualify would not individually or in the aggregate
      have
      a material adverse effect on the financial condition, results of operations,
      properties or business of the Company taken as a whole.

     

    3.2           Subsidiaries.
      As
      of the
      date hereof, the Company does not have any subsidiaries other than:
      National Filing Agents Acquisition Corporation (the "Subsidiaries"). The term
      "the Company" shall include the Subsidiaries.

    


    
      
         

      

      
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    3.3           Capitalization.
      The authorized capital stock of the Company consists of
      (a)
60,000,000
      authorized shares of common stock, of which 12,178,7403 shares of common stock
      are outstanding as of December 12, 2007; and (b) 15,000,000 authorized shares
      of
      preferred stock, of which 0 are outstanding. All of the outstanding shares
      of
      common and preferred stock were issued in compliance with all applicable federal
      and state securities laws.

     

    3.4           Issuance,
      Sale and Delivery of the Shares.  The
      Shares
      have been dulyauthorized
      and, when issued and delivered in accordance with this Agreement, will be duly
      authorized, validly issued, fully paid and nonassessable. No preemptive rights
      or other rights to subscribe for or purchase exist with respect to the issuance
      and sale of the Shares by the Company pursuant to this Agreement. No further
      approval or authority of the stockholders or the Board of Directors of the
      Company will be required for the issuance of the Shares to the Purchaser as
      contemplated herein or by the Note.

     

    3.5           Due
      Execution, Delivery and Performance of the Agreements. The
      Company
      has full legal right, corporate power and authority to enter into the Loan
      Documents and to perform the transactions contemplated hereby and thereby.
      This
      Agreement has been duly authorized, executed and delivered by the Company.
      The
      execution, delivery and performance of the Loan Documents by the Company and
      the
      consummation of the transactions herein and therein contemplated will not
      violate any provision of the organizational documents of the Company and will
      not (except for rights granted to the Purchaser under the Security Agreement)
      result in the creation of any lien, charge, security interest or encumbrance
      upon any assets or property of the Company pursuant to the terms or provisions
      of, or will not conflict with, result in the breach or violation of, or
      constitute, either by itself or upon notice or the passage of time or both,
      a
      default under any agreement. mortgage, deed of trust, lease, franchise, license,
      indenture, permit or other instrument to which the Company is a party or by
      which the Company or any of its assets or properties may be bound or affected
      or
      any statute or any authorization, judgment, decree, order, rule or regulation
      of
      any court or any regulatory body, administrative agency or other governmental
      body applicable to the Company or any of its properties. No consent, approval,
      authorization or other order of any court, regulatory body, administrative
      agency or other governmental body is required for the execution, delivery and
      performance of the Loan Documents or the consummation by the Company of the
      transactions contemplated hereby or thereby, except for compliance with the
      Blue
      Sky laws and federal securities laws applicable to the issuance of the Note
      or
      the Shares. Assuming the valid execution hereof and thereof by the Purchaser,
      the Loan Documents will constitute legal, valid and binding obligations of
      the
      Company, enforceable in accordance with their respective Win's, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting creditors' rights
      generally.

     

    3.6         
      No
      Actions. Except as disclosed to the Purchaser, there are no
      legal or governmental
      actions, suits or proceedings pending or, to the Company's knowledge, threatened
      to which the Company is or nay be a party which seeks to prevent or restrain
      the
      transactions contemplated by this Agreement or to recover damages as a result
      of
      the consummation of such transactions.

     

    
      
         

      

      
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    3.7           Investment
      Company.  The Company is not an "investment company" or
      an "affiliated
      person" of, or "promoter" or "principal underwriter" for an investment company,
      within the meaning of the Investment Company Act of 1940, as
      amended.

     

    3.8        
        Brokers and Consultants. Viewpoint Securities,
      LLC is the Company's investment
      bankers and will receive a cash commission equal to 5% of the Note as a result
      of the transactions contemplated by the Loan Documents.

     

    3.9    
            Books and Records. The
      books, records and accounts of the Company, accurately
      and fairly reflect, in reasonable detail, the transactions in, and dispositions
      of, the assets of, and the results of operations of, the Company, all to the
      extent required by generally accepted accounting principles. The Company
      maintains a system of internal accounting controls sufficient to provide
      reasonable assurances that (:i) transactions are executed in accordance with
      management's general or specific authorizations, (ii) transactions are recorded
      as necessary to permit preparation of financial statements in accordance with
      generally accepted accounting principles and to maintain asset accountability,
      (iii) access to assets is permitted only in accordance with management's general
      or specific authorization and (iv) the recorded accountability for assets is
      compared with the existing assets at reasonable intervals and appropriate action
      is taken with respect to any differences.

     

    3.10         Taxes.
      The Company has filed in a timely manner all federal, state and
      local
      tax
      returns that it has been required to file, and has paid in a timely manner
      all
      taxes shown thereon as owing. The Company has not incurred any tax liabilities
      except in the ordinary course of business. The Company knows of no tax
      deficiency or claim for additional taxes asserted or threatened to be asserted
      against Company by any taxing authority or any grounds for any such
      assessment.

     

    SECTION
      4. Representations and Warranties of the Purchaser.
The purchaser represents and warrants to
      the Company as
      follows:

     

    4.1           Organization
      and Qualification. The Purchaser is an accredited investor or a
company
      duly organized, validly existing and in good standing under the laws of its
      jurisdiction of formation.

     

    4.2           Due
      Execution, Delivery and Performance of the Agreements. The
      Purchaser has
      full
      legal right, power and authority to enter into the Loan Documents and to perform
      the transactions contemplated hereby and thereby. This Agreement has been duly
      authorized, executed and delivered by the Purchaser.

     

    4.3           No
      Actions. There are no legal or governmental actions, suits or
      proceedings pending
      or, to the Purchaser's knowledge, threatened to which the Purchaser is or may
      be
      a party which seeks to prevent or restrain the transactions contemplated by
      the
      Loan Documents or to recover damages as a result of the consummation of such
      transactions. The Purchaser, to its knowledge, has not been and is not currently
      the subject of an
      investigation or inquiry by the Securities and Exchange Commission, the
      NASD, or any state securities commission.

    


    
      
         

      

      
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    4.4          
      Nature of Purchaser. If the purchaser is a corporation,
      the Purchaser is an "'accredited investor" within the meaning of Rule 501(a)
      of
      Regulation D promulgated under the Securities Act by virtue of the fact that
      all
      equity holders of the Purchaser are "accredited investors", The Purchaser is
      not
      a "dealer" within the meaning of the Securities Act or a "broker" or "'dealer"
      within the meaning of the Securities Exchange Act of 1934, as Amended (the
      "Exchange Act").

     

    4.5           Investment
      Intent.  The Purchaser is making the Loan and acquiring
      the Shares in
      the
      ordinary course of its business and for its own account for investment only
      and
      with no present intention of distributing any interest in the Note or any of
      the
      Shares or entering into any arrangement or understanding with any other person
      regarding such a distribution (it being understood that the foregoing does
      not
      limit the Purchaser's right to distribute the Shares to the equity investors
      of
      the Purchaser in a transaction exempt from registration under applicable
      securities laws).

     

    SECTION
      5. Covenants.

     

    5.1             Registration
      Procedures and Expenses.

     

    (a)            If
      at any time the Company shall determine to prepare and fl le with the
Securities
      and Exchange Commission a registration statement relating to an offering for
      its
      own account or the account of others under the Securities Act of 1933 as
      amended, of any of its equity securities, (a "Registration Statement"), then
      the
      Company shall send to Purchaser a written notice of such determination and,
      if
      within 15 days after the date of such notice, Purchaser shall so request in
      writing, the Company shall include in such Registration Statement all of the
      Shares. Company shall include in any Registration Statement all of the Shares
      issued to Purchaser under this Agreement even if the Shares have not been issued
      to Purchaser prior to filing of the Registration Statement

     

    (b)            The
      Company shall prepare and file with the Commission such amendments
      and supplements to the Registration Statement and the prospectus forming a
      part
      thereof as may be necessary to keep the Registration Statement effective until
      the earliest date on which (i) all the Shares have been disposed of pursuant
      to
      the Registration Statement, (ii) all of the Shares then held by the Purchaser
      may be sold under the provisions of Rule 144 without limitation as to volume,
      whether pursuant to Rule 144(k) or otherwise, or (iii) all Shares then held
      by
      the Purchaser may be sold without restriction under the Securities Act and
      the
      transfer agent has removed any stop transfer instructions relating to such
      Shares and offered to cause to be removed any restrictive legends on the
      certificates, if any representing such Shares (the period between the date
      the
      Registration Statement is declared effective (the "'Effective Date") and the
      earliest of such dates is referred to herein as the "Registration
      Period"').

     

    (c)            With
      a view to making available to the Purchaser the benefits of Rule 144,
the
      Company agrees, throughout the Registration Period and so long as the Purchaser
      owns Shares purchased pursuant to this Agreement, to:

     

    (i)  Comply
      with the provisions of paragraph (c)(1) of Rule 144; and

     

    (ii)  file
      with
      the Commission in a timely manner all reports and other documents
      required to be filed by the Company pursuant to Section 13 or 15(d) under the
      Exchange Act; and, if at any time it is not required to file such reports but
      in
      the past had been required to or did file such reports, it will, upon the
      request of the Purchaser, make available other information as required by,
      and
      so long as necessary to permit sales of its Shares pursuant to, Rule
      144.

     

    
      
         

      

      
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    (d)            The
      Company shall bear all expenses incurred by
      it in
      connection with the procedures
      in paragraphs (a) through (c) of this Section 5.1 and the registration of the
      Shares pursuant to the Registration Statements. The Company shall not be
      responsible for any expenses incurred by the Purchaser in connection with its
      sale of the Shares or its participation in the procedures in paragraphs (a)
      through (c) of this Section 5.1 including, without limitation, any fees and
      expenses of counselor other advisers to the Purchaser and any underwriting
      discounts; brokerage fees and commissions incurred by the
      Purchaser.

     

    5.2          
      Indemnification. For the purposes of this Section
      5.2:

     

    (i)  the
      term
      "Purchaser Affiliate" shall mean any person who controls the Purchaser within
      the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
      Act; and

     

    (ii)  The
      term
      "Registration Statement" shall include any final prospectus, exhibit, supplement
      or amendment included in or relating to the Registration Statement referred
      to
      in Section 5.1.

     

    (a)
      The
      Company agrees to indemnify and hold harmless the Purchaser and each Purchaser
      Affiliate, against any losses, claims, damages, liabilities or expenses joint
      or
      several, to which such Purchaser or such Purchaser Affiliate may become subject
      under the Securities Act, the Exchange Act, or any other federal or state
      statutory law or regulation, or at common law or otherwise (including in
      settlement of any litigation, if such settlement is effected with the written
      consent of the Company), insofar as such losses, claims, damages, liabilities
      or
      expenses (or actions in respect thereof as contemplated below) arise out of
      or
      are based upon (i) any untrue statement or alleged untrue statement of any
      material fact contained in the Registration Statement, as amended as of the
      Effective Date, including any information deemed to be a part thereof as of
      the
      time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to
      Rule 434 promulgated under the Securities Act, or the prospectus, in the form
      first filed with the Commission pursuant to Rule 424(b) of the Regulations,
      or
      filed as part of the Registration Statement at the time of effectiveness if
      no
      Rule 424(b) filing is required (the "Prospectus"), or any amendment or
      supplement thereto, (ii) the omission or alleged omission to state in the
      Registration Statement as of the Effective Date a material fact required to
      be
      stated therein or necessary to make the statements in the Registration Statement
      or any post-effective amendment or supplement thereto, or in the Prospectus
      or
      any amendment or supplement thereto, not misleading, in each case in the light
      of the circumstances under which the statements contained therein were made,
      or
      (iii) any inaccuracy in the representations and warranties of the Company
      contained in this Agreement, or any failure of the Company to perform its
      obligations hereunder, and
      will
      reimburse the Purchaser and each such Purchaser Affiliate any legal and other
      expenses as such expenses which are reasonably incurred by the Purchaser or
      such
      Purchaser Affiliate in connection with investigating, defending, settling,
      compromising or paying any such loss, claim, damage, liability, expense or
      action; provided, however, that the Company will not be liable in any
      such case to the extent that any such loss, claim, damage, liability or expense
      arises out of or is based upon (i) an untrue statement or alleged untrue
      statement or omission or alleged omission made in the Registration Statement,
      the Prospectus or any amendment or supplement thereto in reliance upon and
      in
      conformity with written information furnished to the Company by the Purchaser
      expressly for use therein, or (ii) the failure of the Purchaser to comply with
      the covenants and agreements contained in Section 5.2
      hereof respecting the sale of the Shares, or (iii) the inaccuracy of
      any
      representations made by the Purchaser herein or (iv) any statement or omission
      in any Prospectus that is corrected or disclosed in any subsequent Prospectus
      that was delivered to the Purchaser prior to the pertinent sale or sales by
      the
      Purchaser.

     

    
      
         

      

      
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    SECTION
      6. Notices. All notices, requests, consents and
      other communications hereunder shall be in writing, shall be mailed by
      first-class registered or certified mail, confirmed facsimile or nationally
      recognized overnight express courier postage prepaid, and shall be deemed given
      when so mailed and shall be delivered as addressed as follows:

     

    
      	
              If
                to the Company:

               

               

               

               

               

              With
                a copy to:

            	
              Bonanza
                Oil & Gas, Inc.

              Attn:
                Bill Wiseman, President

              1901
                Post Oak Drive,
                Suite 402

              Houston,
TX
                77027

              Tel:
                (713) 333-5805 Fax:
                (713) 333-5928

            


    

     

    or
      to
      such other person at such other place as the Company shall designate to the
      Purchaser in writing, and

     

    If
      to the
      Purchaser:

     

    or
      to
      such other person at such other place as the Purchaser shall designate to the
      Company in writing, and

     

    SECTION
      7. Assignment. This agreement is binding upon
      and inures to the benefit of the parties hereto and their respective heirs,
      successors and permitted assigns. The rights and shares granted to the Purchaser
      under this Agreement may be assigned by Purchaser to any other purchaser or
      assignee of the Purchaser. In the event of a transfer of the rights granted
      under this Agreement, Purchaser agrees that the Company may require that the
      transferee to comply with reasonable conditions as determined in the discretion
      of the Company.

     

    SECTION
      8. Changes. This Agreement may not be modified
      or amended except pursuant to an instrument in writing signed by the Company
      and
      the Purchaser.

     

    SECTION
      9. Headings. The headings of the various sections of this
      Agreement have been inserted
      for convenience of reference only and shall not be deemed to be part of this
      Agreement.

     

    
      
         

      

      
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    SECTION
      10. Severability. In case any provision
      contained in this Agreement should be invalid, illegal or unenforceable in
      any
      respect, the validity, legality and enforceability of the remaining provisions
      contained herein shall not in any way be affected or impaired
      thereby.

     

    SECTION
      11. Governing Law.  This Agreement
      shall be governed by and construed in accordance with the laws of the State
      of
      Nevada without regard to its conflicts of law principles and the federal law
      of
      the United States of America.

     

    SECTION
      12. Counterparts.  This Agreement may
      be executed in two or more counterparts, each of which shall constitute an
      original, but all of which, when taken together, shall constitute but one
      instrument, and shall become effective when one or more counterparts have been
      signed by each party hereto and delivered to the other parties.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their duly authorized representatives as of the day and year first above
      written.

     

    [signature
      page to follow]

     

     

     

     

     

     

     

    
      
         

      

      
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      	 	"COMPANY"	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Bill
              Wiseman	 
	 	 	Bill
              Wiseman,
              President and CEO	 
	 	 	Bonanza
              Oil &
              Gas, Inc. 	 
	 	 	A
              Nevada
              Corporation	 


    

     

     

    
      	 	"PURCHASER"	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/
	 


    

     

     

     

     

     

     

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