Legend Oil and Gas, Ltd. - 8-K


Exhibit 10.3


 


SUBSIDIARY GUARANTEE


 


SUBSIDIARY GUARANTEE, dated
as of September 30, 2016 (this “Guarantee”), made by each of the signatories hereto (together with any other
entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory
(together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated
as of the date hereof, between Legend Oil and Gas, Ltd., a Colorado corporation (the “Company”) and the Purchasers.


 


W I T N E S S E T H:


 


WHEREAS, pursuant to that
certain Securities Purchase Agreement, dated as of the date hereof, by and between the Company and the Purchasers (the “Purchase
Agreement”), the Company has agreed to sell and issue to the Purchasers, and the Purchasers have agreed to purchase
from the Company the Debentures, subject to the terms and conditions set forth therein; and


 


WHEREAS, each Guarantor will directly benefit from the extension of credit to the Company
represented by the issuance of the Debentures; and


 


NOW, THEREFORE, in consideration
of the premises and to induce the Purchasers to enter into the Purchase Agreement and to carry out the transactions contemplated
thereby, each Guarantor hereby agrees with the Purchasers as follows:


 


1.                 
Definitions. Unless otherwise defined herein, terms defined in the Purchase Agreement
and used herein shall have the meanings given to them in the Purchase Agreement. The words “hereof,” “herein,”
“hereto” and “hereunder” and words of similar import when used in this Guarantee shall refer to this Guarantee
as a whole and not to any particular provision of this Guarantee, and Section and Schedule references are to this Guarantee unless
otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms
of such terms. The following terms shall have the following meanings:


 


“Guarantee”
means this Subsidiary Guarantee, as the same may be amended, supplemented or otherwise modified from time to time.


 


 




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“Obligations” means, in addition to all other costs and expenses of collection incurred by Purchasers in enforcing
any of such Obligations and/or this Guarantee, all of the liabilities and obligations (primary, secondary, direct, contingent,
sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of the
Company or any Guarantor to the Purchasers, including, without limitation, all obligations under this Guarantee, the Debentures
and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each
case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated,
whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created
or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment
is avoided or recovered directly or indirectly from any of the Purchasers as a preference, fraudulent transfer or otherwise as
such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality
of the foregoing, the term “Obligations” shall include, without limitation: (i) principal of, and interest on the
Debentures and the loans extended pursuant thereto; (ii) any and all other fees, indemnities, costs, obligations and liabilities
of the Company or any Guarantor from time to time under or in connection with this Guarantee, the Debentures and any other instruments,
agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including
but not limited to post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations
to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding
involving the Company or any Guarantor.


 


2.                 
Guarantee.


 


(a)              
Guarantee.


 


(i)                
The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations.


 


(ii)             
Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor
hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor
under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer
or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)).


 


(iii)           
Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such
Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers
hereunder.


 


 




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(iv)            
The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations
of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full.


 


(v)              
No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected
by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the
Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall,
notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received
or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability
of such Guarantor hereunder until the Obligations are indefeasibly paid in full.


 


(vi)            
Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific
performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company’s Common Stock), the
Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company’s failure to perform
such Obligations in accordance with the Transaction Documents.


 


(b)              
Right of Contribution. Subject to Section 2(c), each Guarantor hereby agrees that to the extent that a Guarantor
shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s
right of contribution shall be subject to the terms and conditions of Section 2(c). The provisions of this Section 2(b) shall in
no respect limit the obligations and liabilities of any Guarantor to the Purchasers and each Guarantor shall remain liable to the
Purchasers for the full amount guaranteed by such Guarantor hereunder.


 


(c)              
No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds
of any Guarantor by the Purchasers, no Guarantor shall be entitled to be subrogated to any of the rights of the Purchasers against
the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Purchasers for the payment
of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any
other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Purchasers by the Company
on account of the Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account of such subrogation
rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in
trust for the Purchasers, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be
turned over to the Purchasers in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Purchasers,
if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Purchasers may determine.


 




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(d)              
Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand
for payment of any of the Obligations made by the Purchasers may be rescinded by the Purchasers and any of the Obligations continued,
and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Purchasers, and the Purchase Agreement and the other Transaction
Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated,
in whole or in part, as the Purchasers may deem advisable from time to time, and any collateral security, guarantee or right of
offset at any time held by the Purchasers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released.
The Purchasers shall have no obligation to protect, secure, perfect or insure any Lien at any time held by them as security for
the Obligations or for the guarantee contained in this Section 2 or any property subject thereto.


 


 




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(e)               Guarantee
Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of
any of the Obligations and notice of or proof of reliance by the Purchasers upon the guarantee contained in this Section 2 or
acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee
contained in this Section 2; and all dealings between the Company and any of the Guarantors, on the one hand, and the
Purchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the
guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest,
demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors with respect to the
Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a
continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or
enforceability of the Purchase Agreement or any other Transaction Document, any of the Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the
Purchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers)
which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (c) any
other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or
might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor
under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or
otherwise pursuing its rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no
obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company,
any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of
offset with respect thereto, and any failure by the Purchasers to make any such demand, to pursue such other rights or
remedies or to collect any payments from the Company, any other Guarantor or any other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor
or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Purchasers against any Guarantor. For the purposes hereof, “demand” shall
include the commencement and continuance of any legal proceedings.


 


(f)               
Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored
or returned by the Purchasers upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer
for, the Company or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been
made.


 


(g)              
Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Purchasers without set-off
or counterclaim in U.S. dollars at the address set forth or referred to in the Signature Pages to the Purchase Agreement.





 


 




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3.                 
Representations and Warranties. Each Guarantor hereby makes the following representations
and warranties to Purchasers as of the date hereof:


 


(a)              
Organization and Qualification. The Guarantor is a corporation, duly incorporated, validly existing and in good standing
under the laws of the applicable jurisdiction set forth on Schedule 1, with the requisite corporate power and authority to own
and use its properties and assets and to carry on its business as currently conducted. The Guarantor has no subsidiaries other
than those identified as such on the Disclosure Schedules to the Purchase Agreement. The Guarantor is duly qualified to do business
and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may
be, could not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of this Guaranty
in any material respect, (y) have a material adverse effect on the results of operations, assets, prospects, or financial condition
of the Guarantor or (z) adversely impair in any material respect the Guarantor’s ability to perform fully on a timely basis
its obligations under this Guaranty (a “Material Adverse Effect”).


 


(b)              
Authorization; Enforcement. The Guarantor has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Guaranty, and otherwise to carry out its obligations hereunder. The execution and delivery
of this Guaranty by the Guarantor and the consummation by it of the transactions contemplated hereby have been duly authorized
by all requisite corporate action on the part of the Guarantor. This Guaranty has been duly executed and delivered by the Guarantor
and constitutes the valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles
of general application.


 


(c)              
No Conflicts. The execution, delivery and performance of this Guaranty by the Guarantor and the consummation by the
Guarantor of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of its Certificate
of Incorporation or By-laws or (ii) conflict with, constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Guarantor is a party, or (iii) result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which the Guarantor is subject (including
Federal and State securities laws and regulations), or by which any material property or asset of the Guarantor is bound or affected,
except in the case of each of clauses (ii) and (iii), such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as could not, individually or in the aggregate, have or result in a Material Adverse Effect. The business of the
Guarantor is not being conducted in violation of any law, ordinance or regulation of any governmental authority, except for violations
which, individually or in the aggregate, do not have a Material Adverse Effect.


 


 




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(d)              
Consents and Approvals. The Guarantor is not required to obtain any consent, waiver, authorization or order of, or
make any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other
person in connection with the execution, delivery and performance by the Guarantor of this Guaranty.


 


(e)              
Purchase Agreement. The representations and warranties of the Company set forth in the Purchase Agreement as they
relate to such Guarantor, each of which is hereby incorporated herein by reference, are true and correct as of each time such representations
are deemed to be made pursuant to such Purchase Agreement, and the Purchasers shall be entitled to rely on each of them as if they
were fully set forth herein, provided that each reference in each such representation and warranty to the Company’s knowledge
shall, for the purposes of this Section 3, be deemed to be a reference to such Guarantor’s knowledge.


 


(f)               
Foreign Law. Each Guarantor has consulted with appropriate foreign legal counsel with respect to any of the above
representations for which non-U.S. law is applicable. Such foreign counsel have advised each applicable Guarantor that such counsel
knows of no reason why any of the above representations would not be true and accurate. Such foreign counsel were provided with
copies of this Subsidiary Guarantee and the Transaction Documents prior to rendering their advice.


 


4.                 
Covenants. 


 


(a)        
Each Guarantor covenants and agrees with the Purchasers that, from and after the date of this Guarantee until the Obligations
shall have been indefeasibly paid in full, such Guarantor shall take, and/or shall refrain from taking, as the case may be, each
commercially reasonable action that is necessary to be taken or not taken, as the case may be, so that no Event of Default (as
defined in the Debentures) is caused by the failure to take such action or to refrain from taking such action by such Guarantor.


 


(b)        
So long as any of the Obligations are outstanding, unless Purchasers holding at least 50.1% of the aggregate principal amount
of the then outstanding Debentures shall otherwise consent in writing, each Guarantor will not directly or indirectly on or after
the date of this Guarantee:


 


i.                       
except for the Permitted Indebtedness (as defined in the Debenture)
enter into, create, incur, assume or suffer to exist any indebtedness for borrowed money of any kind, including but not limited
to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or
any income or profits therefrom;


 


 




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ii.                       
except for the Permitted Liens (as defined in the Debenture) enter
into, create, incur, assume or suffer to exist any liens of any kind, on or with respect to any of its property or assets now owned
or hereafter acquired or any interest therein or any income or profits therefrom;


 


iii.                       
amend its certificate of incorporation, bylaws or other charter documents
so as to adversely affect any rights of any Purchaser;


 


iv.                       
repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de
minimis number of shares of its securities or debt obligations; 


 


v.                       
pay cash dividends on any equity securities of the Company;


 


vi.                       
enter into any transaction with any Affiliate of the Guarantor which would be required to
be disclosed in any public filing of the Company with the Commission, unless such transaction is made on an arm’s-length
basis and expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise
required for board approval); or


 


vii.                       
enter into any agreement with respect to any of the foregoing.


 


5.                 
Miscellaneous.


 


(a)              
Amendments in Writing. None of the terms or provisions of this Guarantee may be waived, amended, supplemented or
otherwise modified except in writing by the Purchasers.


 


(b)              
Notices. All notices, requests and demands to or upon the Purchasers or any Guarantor hereunder shall be effected
in the manner provided for in the Purchase Agreement, provided that any such notice, request or demand to or upon any Guarantor
shall be addressed to such Guarantor at its notice address set forth on Schedule 5(b).


 


(c)              
No Waiver By Course Of Conduct; Cumulative Remedies. The Purchasers shall not by any act (except by a written instrument
pursuant to Section 5(a)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to
have acquiesced in any default under the Transaction Documents or Event of Default. No failure to exercise, nor any delay in exercising,
on the part of the Purchasers, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. A waiver by the Purchasers of any right or remedy hereunder on any one occasion shall not be construed
as a bar to any right or remedy which the Purchasers would otherwise have on any future occasion. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided
by law.


 




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(d)              
Enforcement Expenses; Indemnification.


 


(i)                
Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against
such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee
and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and
disbursements of counsel to the Purchasers.


 


(ii)             
Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection
with any of the transactions contemplated by this Guarantee.


 


(iii)           
Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant
to the Purchase Agreement.


 


(iv)            
The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase
Agreement and the other Transaction Documents.


 


(e)              
Successor and Assigns. This Guarantee shall be binding upon the successors and assigns of each Guarantor and shall
inure to the benefit of the Purchasers and their respective successors and assigns; provided that no Guarantor may assign, transfer
or delegate any of its rights or obligations under this Guarantee without the prior written consent of the Purchasers.


 


 




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(f)               
Set-Off. Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event
of Default under any of the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any
other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits,
credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured,
at any time held or owing by the Purchasers to or for the credit or the account of such Guarantor, or any part thereof in such
amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such Guarantor to the Purchasers
hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any currency, whether arising
hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers may elect, whether or not
the Purchasers have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured.
The Purchasers shall notify such Guarantor promptly of any such set-off and the application made by the Purchasers of the proceeds
thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights
of the Purchasers under this Section are in addition to other rights and remedies (including, without limitation, other rights
of set-off) which the Purchasers may have.


 


(g)              
Counterparts. This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate
counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same
instrument.


 


(h)              
Severability. Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


(i)                
Section Headings. The Section headings used in this Guarantee are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the interpretation hereof.


 


(j)                
Integration. This Guarantee and the other Transaction Documents represent the agreement of the Guarantors and the
Purchasers with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties
by the Purchasers relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Transaction
Documents.


 


 




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(k)              
Governing Laws. All questions concerning the construction, validity, enforcement and interpretation of this Guarantee
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. Each of the Company and the Guarantors agree that all proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Guarantee (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state
and federal courts sitting in the City of New York, Borough of Manhattan. Each of the Company and the Guarantors hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and
consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Guarantee and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Guarantee or the transactions contemplated hereby.


 


(l)                
Acknowledgements. Each Guarantor hereby acknowledges that:


 


(i)                
it has been advised by counsel in the negotiation, execution and delivery of this Guarantee and the other Transaction Documents
to which it is a party;


 


(ii)             
the Purchasers have no fiduciary relationship with or duty to any Guarantor arising out of or in connection with this Guarantee
or any of the other Transaction Documents, and the relationship between the Guarantors, on the one hand, and the Purchasers, on
the other hand, in connection herewith or therewith is solely that of debtor and creditor; and


 


(iii)           
no joint venture is created hereby or by the other Transaction Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Guarantors and the Purchasers.


 


(m)            
Additional Guarantors. The Company shall cause each of its subsidiaries formed or acquired on or subsequent to the
date hereof to become a Guarantor for all purposes of this Guarantee by executing and delivering an

Assumption Agreement in the form of Annex 1 hereto.


 


(n)              
Release of Guarantors. Each Guarantor will be released from all liability hereunder concurrently with the indefeasible
repayment in full of all amounts owed under the Purchase Agreement, the Debentures and the other Transaction Documents.


 




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(o)              
Seniority. The Obligations of each of the Guarantors hereunder rank senior in priority to any other Indebtedness
(as defined in the Purchase Agreement) of such Guarantor.


 


(p)              
WAIVER OF JURY TRIAL. EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASERS, HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.


 


*********************


 


 


(Signature
Pages Follow)


 




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IN WITNESS WHEREOF, each
of the undersigned has caused this Guarantee to be duly executed and delivered as of the date first above written.






  


	Black Diamond Energy LLC	 
	 	 
	By:  _________________________________	 
	Name:	 
	Title:	 
	 	 
	Black Diamond Energy Holdings LLC	 
	 	 
	By:  _________________________________	 
	Name:	 
	Title: 	 
	 	 
	BDE Tractor Leasing I, LLC	 
	 	 
	By:  _________________________________	 
	Name:	 
	Title:	 







 


 




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SCHEDULE 1


 


GUARANTORS


 


The following are the names, notice addresses
and jurisdiction of organization of each Guarantor.


 





	 	 	COMPANY
	 	JURISDICTION OF	OWNED BY
	 	FORMATION	PERCENTAGE
	 	 	 
	Black Diamond Energy LLC	Delaware	100%
	 	 	 
	Black Diamond Energy Holdings LLC	Delaware	100%
	 	 	 
	BDE Tractor Leasing I, LLC	Delaware	100%







 


 




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Annex
1 to


SUBSIDIARY GUARANTEE


 


ASSUMPTION AGREEMENT, dated as of ____ __,
______ made by ______________________________, a ______________ corporation (the “Additional Guarantor”), in
favor of the Purchasers pursuant to the Purchase Agreement referred to below. All capitalized terms not defined herein shall have
the meaning ascribed to them in such Purchase Agreement.




W I T N E S S E T H :


 


WHEREAS, Legend Oil and
Gas, Ltd., a Colorado corporation (the “Company”) and the Purchasers have entered into a Securities Purchase
Agreement, dated as of September [__], 2016 (as amended, supplemented or otherwise modified from time to time, the Purchase
Agreement”);


 


WHEREAS, in connection with the Purchase Agreement, the Subsidiaries of the Company (other than the Additional Guarantor)
have entered into the Subsidiary Guarantee, dated as of September [__], 2016 (as amended, supplemented or otherwise modified from
time to time, the “Guarantee”) in favor of the Purchasers;


 


WHEREAS, the Purchase
Agreement requires the Additional Guarantor to become a party to the Guarantee; and


 


WHEREAS, the Additional Guarantor has agreed to execute and deliver this Assumption
Agreement in order to become a party to the Guarantee;


 


NOW, THEREFORE, IT IS
AGREED:


 


1.                 
Guarantee. By executing and delivering this Assumption Agreement, the Additional Guarantor,
as provided in Section 5(m) of the Guarantee, hereby becomes a party to the Guarantee as a Guarantor thereunder with the same force
and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly
assumes all obligations and liabilities of a Guarantor thereunder. The information set forth in Annex 1 hereto is hereby added
to the information set forth in Schedule 1 to the Guarantee. The Additional Guarantor hereby represents and warrants that each
of the representations and warranties contained in Section 3 of the Guarantee is true and correct on and as the date hereof as
to such Additional Guarantor (after giving effect to this Assumption Agreement) as if made on and as of such date.


 


2.                 
Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 




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IN WITNESS WHEREOF, the
undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.


 





	 	[ADDITIONAL GUARANTOR]
	 	 
	 	By:  ___________________________________
	 	Name:
	 	Title:



 


 


 













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