EXHIBIT 10.5
SUBSCRIPTION AGREEMENT
SUBSCRIBER'S NAME:
DATED AS OF January 21, 2011
BY AND BETWEEN
LEGEND OIL AND GAS LTD.
AND
THE SUBSCRIBERS LISTED BELOW
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR THE SECURITIES
COMMISSION OF ANY STATE, NOR HAS ANY SUCH COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS SUBSCRIPTION AGREEMENT (THE "AGREEMENT").
ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE RESTRICTED UNITS ARE BEING OFFERED ONLY TO SUBSCRIBERS WHO ARE NOT "U.S.
PERSONS' UNDER THE DEFINITION SET FORTH IN REGULATION S.
THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
AN EXEMPTION THEREFROM.
SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.
EACH RECIPIENT OF THIS SUBSCRIPTION AGREEMENT IS ENCOURAGED TO AVAIL ITSELF OF
THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, THE COMPANY
CONCERNING ITS BUSINESS OPERATIONS, THE TERMS AND CONDITIONS OF THIS OFFERING
AND TO OBTAIN ADDITIONAL INFORMATION, TO THE EXTENT THAT IT IS POSSESSED OR
OBTAINABLE WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE
ACCURACY OF THE INFORMATION IN THIS PURCHASE AGREEMENT.
ANY SUBSCRIBERS HAVING
ANY QUESTIONS REGARDING THIS OFFERING OR DESIRING ANY ADDITIONAL INFORMATION OR
DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED HEREIN SHOULD
CONTACT JAMES VANDEBERG, VICE PRESIDENT, LEGEND OIL AND GAS LTD., 601 UNION ST,
STE 4500, SEATTLE, WA 98101.
SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the date set forth
on the signature page hereof between Legend Oil and Gas Ltd., a Colorado
corporation (the "Company") and the undersigned (the "Subscriber") (referred to
collectively herein as the "Parties").
W I T N E S S E T H
WHEREAS, the Company desires to sell and Subscriber desires to purchase that
number of units, each unit consisting of one share of Company restricted common
stock and one warrant to purchase an additional share of Company common stock at
$0.50 per share for a period of 3 years from the date hereof (the "Units") as
set forth below;
WHEREAS, the Subscriber has been furnished Offering Documents, as hereinafter
defined; and
WHEREAS, the Subscriber, after carefully reviewing the Offering Documents,
desires to purchase Units pursuant to the terms and conditions contained in this
Agreement.
NOW THEREFORE, IN CONSIDERATION FOR THE MUTUAL COVENANTS AND AGREEMENTS SET
FORTH HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO HEREBY AGREE AS
FOLLOWS:
Definitions
"Offering" shall mean the Company's offer to sell and sale of the Company's
Units described and set forth herein.
"Offering Documents" shall mean this Agreement and the Confirmation Letter.
1.
Subscription for Units and Representations by Subscriber.
1.1 Subject to the terms and conditions hereinafter set