Exhibit
10.2


 


BLACK
RAVEN ENERGY, INC. SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”), dated April 23, 2009, is made by and between
Black Raven Energy, Inc., a Nevada Corporation (the “Company”), and West
Coast Opportunity Fund, LLC, a Delaware limited liability company (the “Purchaser”).


 


RECITALS:


 


WHEREAS, on January 16, 2009, the United States
Bankruptcy Court for the District of Colorado confirmed that certain “Modified
Second Amended Joint Plan of Reorganization filed by PRB Energy, Inc., and
PRB Oil & Gas, Inc.,” dated December 3, 2008 (the “Plan”),
and the confirmation of the Plan thereafter became effective on February 2,
2009.


 


WHEREAS,  PRB Energy, Inc.
changed its corporate name to Black Raven Energy, Inc.


 


WHEREAS, on April 13, 2009, the parties executed the
Agreement Regarding New Equity Raise Under the Modified Second Amended Joint
Plan of Reorganization (“New Equity Agreement”).


 


WHEREAS, pursuant to the New Equity Agreement, the parties
have agreed to execute this Agreement in order to memorialize the terms and
conditions on which Purchaser shall purchase certain shares of the common stock
of the Company.


 


NOW,
THEREFORE, in
consideration of the foregoing and of the mutual covenants and agreements set
forth in this Agreement, the parties hereto agree as follows:


 


ARTICLE I

PURCHASE OF SHARES OF COMMON STOCK; CLOSING


 


1.1                                 Sale and Purchase. Subject to and in accordance with the
respective terms and conditions of this Agreement, the Purchaser agrees to
purchase and the Company agrees to sell and issue to Purchaser, one hundred
sixty-six thousand six hundred sixty-seven (166,667) shares of the Company’s
common stock, par value $.001 (the “Common Stock”) for an aggregate purchase
price of five hundred thousand dollars ($500,000) (the “Purchase Price”).


 


1.2                                 Closing. The purchase, sale and issuance of the Common Stock
shall take place concurrent with the execution of this Agreement or on a later
date mutually agreeable to the parties 
(the “Closing”). At the Closing, Purchaser shall pay to the Company the
full Purchase Price, by (a) check payable to the Company, (b) wire
transfer in accordance with the Company’s instructions, or (c) any
combination of the foregoing and within three business days of such payment, the
Company shall issue a certificate or certificates to the Purchaser evidencing
the Common Stock purchased hereunder.


 


ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


2.1                                 Representations
and Warranties.  In
connection with its purchase of the Common Stock, and as a material inducement
to the Company to issue the Common Stock, the Purchaser hereby makes the
following representations and warranties to the Company:


 


(a)                                  Authorization.  Purchaser has full power and authority to
enter into this Agreement and all corporate action on the part of Purchaser,
its officers, directors, and stockholders 


 

















 


necessary for the purchase of the Common
Stock has been taken, and this Agreement constitutes the legally binding and
valid obligation of Purchaser, enforceable in accordance with its terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of
creditors’ rights generally, and (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable
remedies.


 


(b)                                 Brokers and
Finders.  Purchaser has not retained any
investment banker, broker or finder in connection with the transactions
contemplated by this Agreement.


 


(c)                                  Purchase
Entirely For Own Account.  This
Agreement is made with Purchaser in reliance upon Purchaser’s representation to
the Company, which by Purchaser’s execution of this Agreement Purchaser hereby
confirms, that the Common Stock to be received by Purchaser will be acquired
for investment for Purchaser’s own account, not as a nominee or agent, and not
with a view to the sale or distribution of any part thereof, and that Purchaser
has no present intention of selling, granting any participation in, or otherwise
distributing the same.  By executing this
Agreement, such Purchaser further represents that it has no contract,
undertaking, agreement or arrangement with any person to sell, transfer or
grant participation to such person or to any third person, with respect to any
of the Common Stock.


 


(d)                                 Restricted
Securities.  Purchaser
understands and acknowledges that the offering of the Common Stock pursuant to
this Agreement will not be registered under the Securities Act on the grounds
that the offering and sale of securities contemplated by this Agreement are
exempt from registration pursuant to Section 4(2) of the Securities
Act, and that the Company’s reliance upon such exemption is predicated, in
part, upon Purchaser’s representations set forth in this Agreement.


 


(e)                                  Limitations on
Disposition.  In no event
will Purchaser dispose of the Common Stock (other than pursuant to an effective
registration statement under the Act or pursuant to Rule 144 promulgated
by the United States Securities and Exchange Commission (the “Commission”)
under the Securities Act (“Rule 144”) or any similar or analogous rule),
unless and until (i) Purchaser shall have notified the Company of the
proposed disposition and shall have furnished the Company with a statement of
the circumstances surrounding the proposed disposition, and (ii) if
reasonably requested by the Company, Purchaser shall have furnished the Company
with an opinion of counsel satisfactory in form and substance to the Company
and the Company’s counsel to the effect that (x) such disposition will not
require registration under the Securities Act and (y) appropriate action
necessary for compliance with the Securities Act and any applicable state,
local or foreign law has been taken.


 


(f)                                    Investment
Experience and Disclosure of Information.  Purchaser (i) has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of its prospective investment in the Common Stock; (ii) has
received all the information it has requested from the Company in connection
with its purchase of the Common Stock; (iii) has the ability to bear the
economic risks of its prospective investment; and (iv) is able to bear the
economic risk of its investment and to hold the Common Stock for an indefinite
period of time.


 


(g)                                 Accredited
Investor.  Purchaser
is an “accredited investor,” as such term is defined for purposes of Regulation
D promulgated by the Commission.


 


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ARTICLE III


REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


3.1                                 Representations and Warranties. 
As a material inducement to the Purchaser to Purchase the Common Stock,
the Company hereby makes the following representations and warranties to the
Purchaser:


 


(a)                                  Power and Authority. 
The Company is fully authorized, empowered and qualified to execute and
deliver this Agreement, to issue the Common Stock, and to consummate the
transactions that are contemplated by this Agreement.  Without limiting the generality of the
foregoing, the execution and delivery of each of the Agreement and the issuance
of the Common Stock have been authorized by all necessary corporate or other
action of, or on behalf of, the Company, and the Agreement is a legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms.


 


(b)                                 Compliance with
Laws; No Conflict.  The
execution and delivery of the Agreement by or on behalf of the Company and the
performance of the Company’s obligations under, and the consummation of the
transactions contemplated by, the Agreement do not and will not conflict with
or result in any violation of, or default under, any provision of any governing
instrument applicable to the Company, or other agreement or instrument to which
the Company is a party, or by which the Company is, or any of its assets are,
bound, or any permit, franchise, judgment, decree, statute, rule, regulation or
other law applicable to the Company or the business or assets of the Company.
Notwithstanding the forgoing, the sale of the Common Stock under this agreement
is subject to the preemptive rights described in Article Fifth of the
Company’s Amended and Restated Articles of Incorporation.


 


(c)                                  Validity of
Shares.  The Common Stock, when issued,
sold and delivered in accordance with the terms and for the consideration
expressed in this Agreement, shall be duly and validly issued (including,
without limitation, issued in compliance with applicable federal and state
securities laws), fully paid and nonassessable and will be free of restrictions
on transfer, other than restrictions of transfer under this Agreement and under
applicable state and federal securities laws.


 


ARTICLE IV

LEGEND


 


4.1                                 Legend.  The certificate(s) for the Common Stock
shall bear a legend in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“ACT”). 
SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION
STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH TRANSFER MAY BE MADE
PURSUANT TO RULE 144 OR REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR
SUCH TRANSFER TO COMPLY WITH THE ACT.”


 


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ARTICLE V

MISCELLANEOUS


 


5.1                                  Notices. All notices, elections, requests, demands,
and other communications required or permitted under this Agreement shall be in
writing, and shall be deemed to have been delivered and received (a) when
personally delivered, or (b) on the third (3rd) business day after which sent by registered or
certified mail, postage prepaid, return receipt requested, (c) on the date
on which transmitted by facsimile or other electronic means generating a
receipt evidencing a successful transmission (provided that, on that same date,
a copy of such notice is sent by registered or certified mail, postage prepaid,
return receipt requested), or (d) on the next business day after the
business day on which deposited with a regulated public carrier (e.g., Federal Express) for
overnight delivery, freight prepaid, addressed to the party for whom intended
at the address or facsimile number set forth on the signature page hereof,
or such other address or facsimile number, notice of which is given in a manner
permitted by this Section 5.1.


 


5.2                                  Successors;
Assignment. This Agreement shall be binding upon, and shall
inure to the benefit of, the heirs, successors, assigns, and personal
representatives of each of the parties.


 


5.3                                 Governing Law; Consent to Jurisdiction. 
This Agreement shall be governed by and construed in accordance with the
internal laws (and not the law of conflicts) of the State of Nevada.


 


5.4                                 Entire Agreement. 
This Agreement, including the appendices hereto, constitutes the entire
agreement, and supersedes all prior agreements or understandings, among the
parties hereto with respect to the subject matter hereof.


 


5.5                                 Counterparts. This Agreement may be executed in one
or more separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


[SIGNATURE
PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Securities Purchase Agreement as of the day and year first above
written.


 


 




	
  COMPANY:

  	
   

  	
  BLACK
  RAVEN ENERGY, INC., a Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  04/23/09

  	
   

  	
  By
  

  	
  /s/
  William Hayworth

  
	
  Date

  	
   

  	
  William
  Hayworth, Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address
  and Facsimile No. for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1875 Lawrence Street, Suite 450

  
	
   

  	
   

  	
  Denver, CO 
  80202

  
	
   

  	
   

  	
  Facsimile No.: (303) 308-1590

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Purchaser: 

  	
   

  	
  WEST
  COAST OPPORTUNITY FUND, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  04/23/09

  	
   

  	
  By
  

  	
  /s/
  Atticus Lowe

  
	
  Date

  	
   

  	
  Atticus
  Lowe, Chief Investment Officer of West Coast Asset Management, Inc., the
  Managing Member of WCOF.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address and Facsimile No. for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  West
  Coast Opportunity Fund, LLC

  
	
   

  	
   

  	
  c/o
  West Coast Asset Management, Inc.

  
	
   

  	
   

  	
  Attn:
  Atticus Lowe

  
	
   

  	
   

  	
  1205
  Coast Village Road

  
	
   

  	
   

  	
  Montecito,
  CA 93108

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile
  No.:  (805) 648-6466

  






 


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