EXHIBIT
10.1
PURCHASE
AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement"),
dated as of August 12th 2009, is by and among ENERCOR, INC., a
Nevada corporation (the "Company"), and COBRA OIL & GAS COMPANY
a Nevada corporation (the "Buyer") (collectively the
“Parties”).
WITNESSETH
WHEREAS, the
Parties desire that, upon the terms and subject to the conditions
contained herein, the Company shall sell to the Buyer, as provided
herein, and the Buyer shall purchase from the Company, a
thirty-seven and one-half percent (62.5%) working
interest in that certain lease issued by the United
States Bureau of Land Management UTU 27413 (“Lease”).
The balance (37.5%) of the Lease interest is owned by Questar
Corporation.
NOW, THEREFORE,
in consideration of the mutual covenants and other agreements
contained in this Agreement the Company and the Buyer hereby agree
as follows:
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PURCHASE,
SALE AND ASSIGNMENT OF LEASE .
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(a) Purchase
of Lease. Subject to the satisfaction (or waiver) of the
terms and conditions of this Agreement, the Buyer agrees to
purchase at the Closing and the Company agrees to sell and assign
to the Buyer at the Closing, its 62.5% title and working interest
in the Lease.
(b) Closing
Date. The Closing Date of the purchase and sale of the
Lease shall take place on or before ten (10) business days
following the date hereof, subject to notification of satisfaction
of the conditions to the Closing set forth herein and in Sections 4
and 5 below (or such later date as is mutually agreed to by the
Company and the Buyer (the " Closing Date").
(
c) Purchase
Price. The Purchase Price to be paid at the Closing
shall be three hundred thousand (300,000) shares of Buyer's Common
Stock, fully paid and non-assessable.
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BUYER'S
REPRESENTATIONS AND WARRANTIES .
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Buyer represents and warrants that:
(a) Investment
Purpose. Buyer is acquiring the Lease for its own
account for investment only and not with a view towards, or for
resale in connection with, the redistribution thereof.
(b) Information. Buyer
has been furnished with all materials relating to the business,
finances and operations of the Company and information it deemed
material to making an informed investment decision regarding his
purchase of the Lease, which have been requested by such
Buyer.
Buyer has been afforded the opportunity to ask
questions of the Company and its management. Neither
such inquiries nor any other due diligence investigations conducted
by Buyer shall modify, amend or affect such Buyer's right to rely
on the Company's representations and warranties contained in
Section 3 below. Buyer understands that its investment
in the Lease involves a high degree of risk. Buyer is in
a position regarding the Lease, which, based upon employment,
family relationship or economic bargaining power, enabled and
enables the Buyer to obtain information from the Company in order
to evaluate the merits and risks of this investment. The
Buyer has sought such accounting, legal and tax advice, as it has
considered necessary to make an informed investment decision with
respect to its acquisition of the Lease.
(c) Authorization,
Enforcement. This Agreement has been duly and validly
authorized, executed and delivered on behalf of the Buyer and is a
valid and binding agreement of the Buyer enforceable in accordance
with its terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws
relating to, or affecting generally, the enforcement of applicable
creditors' rights and remedies.
(d) Receipt
of Documents. Buyer has received and read in their
entirety: (i) this Agreement and each representation,
warranty and covenant set forth herein, (ii) all due diligence and
other information necessary to verify the accuracy and completeness
of such representations, warranties and covenants; and (iii)
answers to all questions the Buyer submitted to the Company
regarding an investment in the Lease; and the Buyer has relied on
the information contained therein and has not been furnished any
other documents, literature, memorandum or prospectus.
(e) No
Legal Advice From the Company. Buyer acknowledges
that it had the opportunity to review this Agreement and the
transactions contemplated by this Agreement. Buyer is
not relying on any statements or representations of the Company or
any of its representatives or agents for legal, tax or investment
advice with respect to this investment, the transactions
contemplated by this Agreement or the securities laws of any
jurisdiction.
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REPRESENTATIONS AND WARRANTIES OF THE
COMPANY .
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The Company represents and warrants to the Buyer
that:
(a) Organization
and Qualification. The Company is a corporation duly
organized and validly existing in good standing under the laws of
the jurisdiction in which it is incorporated, and has the requisite
corporate power to own its properties and to carry on its business
as now being conducted. The Company is duly qualified as
a foreign corporation to do business and is in good standing in
every jurisdiction in which the nature of the business conducted by
it makes such qualification necessary, except to the extent that
the failure to be so qualified or be in good standing would not
have a material adverse effect on the Company.
(b) Authorization,
Enforcement, Compliance with Other Instruments. (i) The
Company has the requisite corporate power and authority to enter
into and perform this Agreement and any related agreements(the
"Transaction Documents") and to sell the Lease in accordance with
the terms hereof and thereof, (ii) the consummation by it of the
transactions contemplated hereby and thereby, have been duly
authorized by the Company's Board of Directors and subject to the
consent of a majority of the shareholders and notice to the
non-consenting shareholders no further consent or authorization is
required by the Company or its Board of Directors, (iii) this
Agreement constitutes the valid and binding obligations of
the