f8k120409wx10i_recovery.htm


    Exhibit
10.1

     

     

    PURCHASE AND SALE
AGREEMENT

     

    
      	
              ·  

            	
              Dill
      East Field and Lukassen 14-34 well, Kimball County,
    Nebraska

            


    

    
      	
              ·  

            	
              Pieper
      #3-29 well, Washington County,
Colorado

            


    

    
      	
              ·  

            	
              Omega
      Prospect, Banner County, Nebraska

            


    

    
      	
              ·  

            	
              Comanche
      Farms Prospect, Arapahoe County,
Colorado

            


    

    


    THIS
PURCHASE AND SALE AGREEMENT (this “Agreement”), dated
effective as of December 1, 2009 at 7:00 a.m. Mountain Time (the “Effective Time”), is
between EDWARD MIKE DAVIS,
L.L.C., a Nevada limited liability company, 200 Rancho Circle, Las Vegas,
Nevada 89107 (“Seller”), and RECOVERY ENERGY, INC., a
Nevada corporation, 1515 Wynkoop Street, Suite 200, Denver, Colorado 80202
(“Buyer”).
Seller and Buyer are sometimes referred to in this Agreement, collectively, as
the “Parties,”
and individually, as a “Party.”

    


    Recitals

    


    A.   Seller
owns certain rights and interests in and to the Dill East Field (Wilke Lease)
and the Lukassen 14-34 well, located in Kimball County, Nebraska, the Pieper
3-29 well, located in Washington County, Colorado, the Omega Prospect located in
Banner County, Nebraska and the Comanche Farms Prospect located in Arapahoe
County, Colorado (the “Assets” as defined
below).

    


    B.   Seller
desires to sell and assign to Buyer, and Buyer desires to purchase and acquire
from Seller, the Assets in accordance with the terms and conditions
hereof.

    


    Agreement

    


    IN
CONSIDERATION OF ONE HUNDRED DOLLARS ($100.00), the mutual premises and
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:

    


    1. In
accordance with the terms and conditions of this Agreement, Buyer agrees to
purchase and acquire from Seller, and Seller agrees to sell, assign, transfer
and convey to Buyer the following (collectively, the “Assets”):

    


    (a)   The
leasehold estates created by the oil and gas leases (the “Leases) described in
Exhibit A hereto, insofar as and only insofar as the Leases cover and relate to
the land described in Exhibit A hereto (the “Land”),
including:

    


    
      	
              (i)  

            	
              an
      undivided eighty-seven and one-half percent (87.50%) working interest
      and  seventy percent (70.00%) net revenue interest in, to and
      under the Wilke Dill East Field) Leases, covering the Land located in
      Kimball County, Nebraska, described in Exhibit A
  hereto;

            


    

    


    
      	
              (ii)  

            	
              an
      undivided one hundred percent (100.00%) working interest and eighty
      percent (80.00%) net revenue interest in, to and under the Lukassen
      Leases, covering the Land located in Kimball County, Nebraska, described
      in Exhibit A hereto;

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              (iii)  

            	
               an
      undivided one hundred percent (100.00%) working interest and eighty
      percent (80.00%) net revenue interest in, to and under the Pieper Lease,
      covering the Land located in Washington County, Colorado, described in
      Exhibit A hereto;

            


    

    


    
      	
              (iv)  

            	
               an
      fifty percent (50.00%) working interest and a forty percent (40.00%) net
      revenue interest in, to and under the Omega Prospect Leases, covering the
      Land located in Banner County, Nebraska, described in Exhibit A hereto;
      and

            


    

    


    
      	
              (v)  

            	
               an
      fifty percent (50.00%) working interest and a forty percent (40.00%) net
      revenue interest in, to and under the Comanche Farms Prospect Leases,
      covering the Land located in Arapahoe County, Colorado, described in
      Exhibit A hereto.

            


    

    


    (b)   The
undivided interests in and to the wells located upon the Land and described in
Exhibit A hereto  (the “Wells”).

    


    (c)   The oil,
gas, natural gas liquids, condensate and other hydrocarbons produced from the
Land covered by the Leases, or attributable or allocable thereto, or to lands
pooled or unitized therewith, from and after the Effective Time (the “Production”).

    


    (d)   The
equipment, personal property, facilities, pipelines, improvements, fixtures,
buildings and structures located upon the Land, and used in connection with the
Leases, the Land or the Wells for the production, gathering, treatment,
compression, transportation, processing, sale or disposal of hydrocarbons or
water produced from the Land, or attributable thereto, including, without
limitation, all the wells, well-bores, casing, tubing, gauges, valves, rods,
flow lines, gear boxes, pumps, tanks, separators, gathering system, compressors,
pipelines, fixtures, pits, buildings and improvements described in Exhibit A
hereto (collectively, the “Equipment”).

    


    (e)   The
surface rights incident or appurtenant to the Leases, the Land and the Wells,
and all easements, rights-of-way, permits, licenses, servitudes, surface use
agreements or other similar interests affecting the Land, the Leases and the
Wells (collectively, the “Surface
Rights”).

     

    (f)   The
agreements, contracts, options, leases, licenses, permits and other documents
related to the ownership or operation of the Leases, the Land, the Wells, the
Production, the Equipment and the Surface Rights including, without limitation,
all operating, unit, pooling, exploration, farm-out, participation, operating,
unit, pooling, communitization, gathering, water disposal, processing,
transportation and product purchase agreements, and options, permits, orders and
decisions of state and federal regulatory authorities (collectively, the “Material
Contracts”).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    (g)   Copies of
Seller’s files and records related to the Leases, the Land and the Wells (the
“Records”)
including, without limitation, all of the following: (i) land, lease, title,
contracts, rights of way, surveys, maps, plats, correspondence and other
documents; (ii) division of interest and accounting records; (iii) severance,
production and property tax records; and (iv) well, operations, engineering,
environmental and maintenance records.

    


    2.   The working interest
assigned by Seller to Buyer shall be subject to a 20% royalty and overriding
royalty (the “Royalty”) burden, so
that after closing of the sale contemplated by this Agreement, Buyer shall own
an undivided eighty-seven and one-half percent (87.50%) working interest and
seventy percent (70.00%) net revenue interest in the Wilke (Dill East Field)
Leases and Wilke (Dill East Field) Wells, located in Kimball County, Nebraska, a
one hundred percent (100.00%) working interest and eighty percent (80.00%) net
revenue interest in the Lukassen Leases and the Lukassen 14-34 well, located in
Kimball County, Nebraska, and the Pieper Lease and the Pieper 3-29 well, located
in Washington County, Colorado, and an undivided fifty percent (50.00%) working
interest and forty percent (40.00%) net revenue interest in the Omega Propsect
Leases in Banner County, Nebraska and the Comanche Farms Prospect Leasese in
Arapahoe County, Colorado.  If Seller owns less than 100% of the
leasehold interest created by the Leases, or in the event the Leases cover less
than the full fee mineral estate in the Land covered by the Leases, then the
Royalty shall be reduced proportionately with respect to Seller’s interest in
such Lease or the partial mineral interest covered by the Lease.

    


    3.   The
purchase price for the Assets shall be One Million Four Hundred Fifty Thousand
(1,450,000) shares of restricted common stock of Buyer (the “Shares”), and Two
Million Two Hundred Thousand Dollars ($2,200,000.00) (the “Cash”)(the Shares and
the Cash shall be referred to, collectively, as the “Purchase Price”), as
adjusted hereunder. The Shares shall be delivered to Seller at Closing. The cash
portion of the Purchase Price shall be paid by Buyer to Seller on December 18,
2009 by bank wire to Seller’s account pursuant to the following wiring
instructions:

    


    Bank of
America - Nevada; phone: 866-214-6822;

    P.O. Box
98600

    Las
Vegas, NV 89193

    Routing
No. 026009593

    Credit to
the account of Edward Mike Davis, L.L.C., Account No. 4961570002.

    


    4.   Buyer
shall (i) file a registration statement with the Securities and Exchange
Commission with respect to the Shares (the “Registration”) not
later than Monday, January 11, 2010, and (ii) thereafter diligently pursue the
Registration to effectiveness. Buyer may include other equity securities of
Buyer in the Registration as well, in Buyer’s discretion. In connection with the
Registration, Seller shall execute such underwriting agreement and other
documents as are customary under the circumstances and/or as are executed by all
holders of stock included in the Registration. Buyer shall pay all underwriting
commissions, filing fees and other expenses of the Registration. As a
consequence of the Registration, the Shares will become “free trading stock”
with no restrictions of any kind.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.   Ownership
of the Assets shall be transferred from Seller to Buyer at Closing, but
effective as of the Effective Time. All costs and expenses attributable to the
Assets incurred prior to the Effective Time shall be the responsibility and
obligation of Seller, and Seller shall be entitled to all of the proceeds from
the sale of production attributable to the Assets prior to the Effective Time.
In addition, at the Closing, Buyer shall pay Seller for the value of all oil in
the tanks and line fill at the Effective Time at the contract price which Seller
is receiving from the purchaser of production from the Assets for the month in
which the Closing occurs. The determination of the amount of oil in the tanks
shall be done by gauging at the Effective Time which shall be jointly measured
and observed by representatives of Seller and Buyer. All costs and expenses
attributable to the Assets and incurred at or after the Effective Time shall be
the responsibility and obligation of Buyer, and Buyer shall be entitled to all
proceeds from the sale of production attributable to the Assets at or after the
Effective Time. Buyer shall be responsible for and shall pay all of the
operating expenses, direct charges and operator’s overhead attributable to the
Assets from and after the Effective Time.

    


    6.   Seller
hereby represents and warrants to Buyer that the following representations and
warranties shall be true and correct at and as of Closing:

    


    (a)   Seller is
a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Nevada, and is authorized to do business
in the State of Colorado and the State of Nebraska.

    


    (b)   Seller
has all requisite power and authority to carry on its business as presently conducted, to enter into this
Agreement, and perform its obligations under this Agreement. The consummation of
the transactions contemplated by this Agreement will not violate nor be in
conflict with any provision of Seller’s articles of organization or
organizational documents, or any agreement or instrument to which Seller is a
party or is bound, or any judgment, decree, order, writ, injunction, statute,
rule or regulation applicable to Seller. The execution, delivery and performance
of this Agreement, and the transactions contemplated hereby, have been duly and
validly authorized by all requisite action on the part of Seller.

    


    (c)   This
Agreement has been duly executed and delivered on behalf of Seller, and, at the
Closing, all documents and instruments required hereunder to be executed and
delivered by Seller shall have been duly executed and delivered. This Agreement
does, and such documents and instruments shall, constitute legal, valid and
binding obligations of Seller enforceable in accordance with their
terms.

    


    (d)   Seller
hereby agrees to warrant and defend the title to the Assets against all liens,
encumbrances and defects of title arising by, through, or under Seller, but not
otherwise.  The Assets are free and clear of all mortgages, liens or
other encumbrances.

    


    (e)   To
Seller’s knowledge, all rentals and royalties under the Leases have been timely
and fully paid.

    


    (f)   Seller
has paid all ad valorem, property, production, severance, excise taxes and
assessments attributable to the Leases, the Land and the
Production.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (g)   Seller
has not received notice of any breach, default or violation under any of the
Leases or the Material Contracts. No claim, demand, filing, cause of action,
administrative proceeding, lawsuit or other litigation has been served upon
Seller or notice received by Seller or, to Seller’s knowledge, threatened with
respect to any of the Assets.

    


    (l)           To
Seller’s knowledge, there are no consents required to be obtained for, and no
preferential rights to purchase exercisable in connection with, the assignment
of the Assets by Seller to Buyer hereunder.

    


    (m)  To
Seller’s knowledge, there are no outstanding authorities for expenditure or
other commitments to make capital expenditures which are binding on the Assets,
and which Seller reasonably anticipates will require expenditures in excess of
Twenty-five Thousand Dollars ($25,000.00) per item.

     

    (n)           Seller’s
interest in the Assets is not subject to any contract for the sale of the
production attributable to periods after the Effective Time, other than
contracts that may be terminated by thirty (30) days prior written notice. To
Seller’s knowledge, Seller’s interest in the Assets is not subject to or
burdened by any obligation under a sales, take-or-pay, gas balancing, marketing,
hedging, forward sale or similar arrangement, to deliver the production
attributable to such interest in the Assets without receiving payment at the
time of or subsequent to delivery, or to deliver the Production in the future
for which payment has already been received (e.g., a “forward” sale
contract).

    


    (h)   The
Records have been maintained in the ordinary course of Seller’s business, and
Seller has not intentionally omitted any material information from the
Records.

    


    (i)   Seller is
not a “foreign person” within the meaning of Section 1445 of the Internal
Revenue Code.

    


    (j)   There are
no bankruptcy, reorganization or receivership proceedings pending, or, to
Seller’s knowledge, threatened against Seller.

    


    (k)   Seller
has not incurred any liability for brokers or finders fees relating to the
transactions contemplated by this Agreement for which Buyer shall have any
responsibility whatsoever.

    


    (l)   The
Shares are being purchased for Seller’s own account, for investment purposes
only, not for the account of any other person and not with a view to
distribution, assignment or resale to others. Seller will not sell, hypothecate
or otherwise transfer Seller’s Shares unless (i) the transfer is registered
under the Securities Act of 1933, as amended (the “1933 Act”), and
registered or qualified under applicable state securities laws, or (ii) Buyer
has received a written opinion of counsel (which opinion and counsel are
satisfactory to Buyer) that an exemption from the registration or qualification
requirements of the 1933 Act and such state laws is available.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (m)   Seller is
familiar with and understands the current and proposed business activities of
Buyer. Seller has been given the opportunity to obtain additional information
from Buyer and to discuss the current and proposed business of Buyer with
representatives of Buyer.   Buyer has made available to Seller
all documents and information that Seller has requested relating to an
investment in the Shares. Seller has reviewed and approved the financial
statements and other filings of Buyer of public record. With respect to tax and
other economic considerations involved in this investment, Seller is not relying
on any advice or opinions from Buyer or any person acting on its behalf. Seller
has carefully considered and has, to the extent Seller believes appropriate,
discussed with its legal, tax, accounting and financial advisors the suitability
of an investment in the Shares for his or her particular tax and financial
situation, and has determined that the Shares for which Seller is subscribing
are a suitable investment. Seller (i) has adequate means for providing for
Seller’s current financial needs and contingencies; (ii) has no need for
liquidity in this investment; (iii) can afford a complete loss of the funds
invested in the Shares; and (iv) does not have an overall commitment to illiquid
investments that is disproportionate to Seller’s net worth (and Seller’s
investment in the Shares will not cause such overall commitment to become
excessive).

    


    (n)   Seller
understands that an investment in the Shares is speculative in nature and
involves a substantial degree of risk, including risk of losing all or a portion
of Seller’s investment. Seller understands that the return of Seller’s money,
not just the return on Seller’s money, is not assured. Seller, in reaching a
decision to subscribe, has such knowledge and experience in financial and
business matters that Seller is capable of reading and interpreting financial
statements and evaluating the merits and risk of an investment in the
Shares.

    


    (o)   Seller
was not offered or sold the Shares, directly or indirectly, by means of any form
of general advertising or general solicitation, including, but not limited to,
the following: (i) any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar medium of or broadcast over
television or radio; or (ii) to the knowledge of Seller, any seminar or meeting
whose attendees had been invited by any general solicitation or general
advertising.

    


    (p)   Seller
understands that Buyer’s determination that the exemption from the registration
provisions of the 1933 Act based upon non-public offerings applicable to the
offer and sale of the Shares, is based, in part, upon the representations,
warranties, and agreements made by Seller herein. Seller consents to the
disclosure of any such information, and any other information furnished to Buyer
or related to this transaction, to any governmental authority, self-regulatory
organization, or, to the extent required by law, to any other
person.

    


    (q)   Seller is
an “accredited investor,” as that term is defined in SEC Rule 501.

    


    (r)   Pending
Registration, the certificate evidencing the Shares will reflect a legend in
substantially the following form:

    


    THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR
STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS THE
TRANSACTION IS REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED
FOR SALE UNDER APPLICABLE STATE SECURITIES LAWS, OR THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL THAT AN EXEMPTION FROM THE REGISTRATION OR QUALIFICATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    7.   Buyer
hereby represents and warrants to Seller that the following representations and
warranties shall be true and correct at and as of Closing:

    


    (a)   Buyer is
a Nevada corporation duly organized, validly existing and in good standing under
the laws of the State of Nevada, and is authorized to do business in the State
of Colorado and the State of Nebraska.

    


    (b)   Buyer has
all requisite power and authority to carry on its business as presently conducted, to enter into this
Agreement, and perform its obligations under this Agreement. The consummation of
the transactions contemplated by this Agreement will not violate nor be in
conflict with any provision of Buyer’s articles of organization or
organizational documents, or any agreement or instrument to which Buyer is a
party or is bound, or any judgment, decree, order, writ, injunction, statute,
rule or regulation applicable to Buyer. The execution, delivery and performance
of this Agreement, and the transactions contemplated hereby, have been duly and
validly authorized by all requisite action on the part of Buyer.

    


    (c)   This
Agreement has been duly executed and delivered on behalf of Buyer, and, at the
Closing, all documents and instruments required hereunder to be executed and
delivered by Buyer shall have been duly executed and delivered.  This
Agreement does, and such documents and instruments shall, constitute legal,
valid and binding obligations of Buyer enforceable in accordance with their
terms.

    


    (d)   There are
no bankruptcy, reorganization or receivership proceedings pending, or, to
Buyer’s knowledge, threatened against Buyer.

    


    (e)   Buyer has
not incurred any liability for brokers or finders fees relating to the
transactions contemplated by this Agreement for which Seller shall have any
responsibility whatsoever.

    


    8.   The
purchase and sale of the Assets pursuant to this Agreement (the “Closing”) shall occur
at on or before December 7, 2009, by fax or electronically, or such other date
as Buyer and Seller may mutually agree in writing, electronically. At the
Closing, the following shall occur:

    


    (a)   Seller
shall execute, acknowledge and deliver to Buyer (in sufficient counterparts to
facilitate recording) an assignment, conveyance and bill of sale (the “Assignment”) covering
the Assets, substantially in the form of Exhibit B hereto, with sufficient
counterparts for filing in the appropriate governmental offices.

    


    (b)   Buyer
shall deliver to Seller the Shares.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (c)   On or
before December 18, 2009, Buyer shall pay Seller the Cash by wire transfer to
Seller’s account in accordance with the terms and conditions
hereof.

    


    (d)   Buyer and
Seller shall execute, acknowledge and deliver transfer orders or letters in lieu
of transfer orders directing all purchasers of production to make payment of
proceeds attributable to production from the Assets to Buyer after the Effective
Time.

    


    (e)   Buyer
shall transfer operations of the Assets to Buyer, or Buyer’s contract
operator.

    


    (f)   Seller
shall deliver to Buyer copies of the Records.

    


    9.   EXCEPT
AS EXPRESSLY STATED IN THIS AGREEMENT AND THE ASSIGNMENT, THIS AGREEMENT IS MADE
WITHOUT ANY OTHER WARRANTIES OR COVENANTS, EXPRESSED OR IMPLIED IN FACT OR IN
LAW, AS TO TITLE, MERCHANTABILITY, DURABILITY, USE, OPERATION, OR FITNESS FOR
ANY PARTICULAR PURPOSE, AND SELLER DOES NOT IN ANY WAY REPRESENT OR WARRANT THE
ACCURACY OR COMPLETENESS OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR
ORAL) FURNISHED TO BUYER BY OR ON BEHALF OF SELLER. BUYER HEREBY AGREES THAT IT
HAS INSPECTED OR HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT THE ASSETS, INCLUDING
THE LEASES AND ASSOCIATED AGREEMENTS, WELLS, PERSONAL PROPERTY, AND EQUIPMENT
ASSIGNED AND CONVEYED HEREIN AND, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT
AND THE ASSIGNMENT, BUYER ACCEPTS THE SAME “AS IS, WHERE IS” AND “WITH ALL
FAULTS.”

    


    10.   All
production, severance, excise and other taxes (other than income taxes) relating
to production of oil, gas and condensate attributable to the Assets prior to the
Effective Time shall be paid by Seller, and all such taxes relating to such
production on or after the Effective Time shall be paid by Buyer. Buyer shall be
responsible for any and all state and local taxes or fees imposed on the
transfer of the Assets.

    


    11.   Seller
and Buyer shall use their commercially reasonable efforts in good faith to
obtain all of the consents or waivers of preferential rights, if any, that are
required to be obtained with respect to the transfer of the Assets to
Buyer.

    


    12.   The Wilke
(Dill East Field) Leases, the Omega Prospect Leases and the Comanche Prospect
Leasese shall each be subject to and burdened by a separate operating agreement
(the “Operating
Agreement”) in the form of the A.A.P.L. Form 610-1989 Model Form
Operating Agreement. The Operating Agreement shall govern and control all
operations conducted upon the Land. Pursuant to the terms of the Operating
Agreement, Buyer, or Buyer’s contract operator, shall be the Operator; except
with regard to the Omega Prospect Lease and the Comanche Prospect Leases, Seller
shall remain as Operator until the first well located on such prospect is
drilled, and then Buyer, or Buyer’s contract operator shall be Operator
thereafter. The Operating Agreement shall provide a non-consent penalty equal to
four hundred percent (400%) for drilling and one hundred percent (100%) for
surface equipment. Pursuant to the Operating Agreement, the COPAS overhead rate
for drilling a well shall be equal to $5,000.00 per month, and for operating a
well shall be equal to $500.00 per month.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    13.   If Buyer
fails to pay Seller the Cash on or before December 18, 2007, Seller shall have
the right to terminate this Agreement by written notice delivered to Buyer on or
before January 10, 2009. If Seller elects to terminate this Agreement hereunder,
Buyer shall promptly reassign to Seller the Assets, with a special warranty of
title by, through and under Buyer, but not otherwise, Seller shall promptly
transfer and deliver to Buyer the Shares, and this Agreement shall
terminate.

    


    14.   All
exhibits attached to this Agreement are hereby incorporated by reference herein
and made a part hereof for all purposes as if set forth in their entirety
herein. This Agreement, including the exhibits attached hereto, constitutes the
entire agreement between the Parties as to the subject matter of this Agreement
and supersedes all prior agreements, understandings, negotiations and
discussions of the Parties, whether oral or written. No supplement, amendment,
alteration, modification or waiver of this Agreement shall be binding unless
executed in writing by the Parties. All other drafts whether written or oral of
this Agreement are rescinded and this Agreement supersedes any prior draft of
this Agreement whether written or oral, including all previous letters or emails
rescinding or cancelling the selling and buying of the Assets.

    


    15.   The
rights of Seller and Buyer may be assigned and the provisions of this Agreement
shall extend to their successors and assigns, provided, however, no assignment
shall relieve successors or assigns of its obligations under this
Agreement.

    


    16.   This
Agreement shall be governed and construed in accordance with the laws of the
State of Colorado. In the event of any dispute arising out of or relating to
this Agreement, the prevailing Party shall be entitled to recover from the other
Party court costs and reasonable attorneys’ fees.

    


    17.   Any
notice required or permitted by this Agreement shall be given in writing by
personal service, overnight delivery service, e-mail, facsimile or by certified
mail, return receipt requested, postage prepaid, as follows:

    


    
      	
              If
      to Seller:

              Edward
      Mike Davis, LLC

              200
      Rancho Circle

              Las
      Vegas, Nevada 89107

              Attention:  Edward
      Mike Davis

              Fax:  (702)
      877-0272

              E-Mail:  mike@emdllc.com

               

            	 
      
	
              If
      to Buyer:

              Recovery
      Energy, Inc.

              1515
      Wynkoop, Suite 200

              Denver,
      Colorado 80202

              Attention:
      Jeffrey Beunier, President

              Fax:  (888)
      887-4449

              E-Mail:  jbeunier@recoveryenergyco.com

               

            	
              With
      a copy to:

              Robert
      G. Lewis, Esq.

              Ducker
      Montgomery

              1560
      Broadway, Suite 1400

              Denver,
      Colorado 80202

              Fax:
      (303) 861-4017

              E-Mail:
      rlewis@duckerlaw.com

               

            


    

    (or such
other address as designated in writing by either Party to the other) and shall
be deemed to have been given as of the date of receipt by the intended
Party.

     

    
      
        
        

      

      
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    18.   The
Parties agree to execute, acknowledge and deliver such additional instruments,
agreements or other documents, and take such other action as may be necessary or
advisable to consummate the transactions contemplated by this Agreement. The
Parties acknowledge that they and their respective counsel have negotiated and
drafted this Agreement jointly and agree that the rule of construction that
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation or construction of this Agreement.

    


    19.   This
Agreement may be executed in counterparts, and each such counterpart shall be
deemed to be an original instrument, but all such counterparts together shall
constitute for all purposes one agreement.  Facsimiles and electronic
copies of this Agreement shall be effective as originals.

    


    IN
WITNESS WHEREOF, Buyer and Seller have executed and delivered this Agreement on
the dates below the signatures hereto, to be effective for all purposes as of
the Effective Time.

    


    
      	
              SELLER:

              Edward
      Mike Davis, L.L.C.

              By:  __/s/ Edward Mike
      Davis___

                        Edward
      Mike Davis, Manager

              Date:  December
      4 , 2009

            	
              BUYER:

              Recovery
      Energy, Inc.

              By:  _____/s/ Jeffrey A.
      Beunier_________

                         Jeffrey
      Beunier, President

              Date:  December
      4 , 2009

            


    

    


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
A

    Attached
to and made a part of that certain Purchase and Sale Agreement

    dated
effective December 1, 2009

    between
Edward Mike Davis, L.L.C. and Recovery Energy, Inc.

    


    WILKE (DILL EAST FIELD)
LEASES and LANDS:

     

    
      	
              Lessor:

            	
              Gary
      L. Schneider, Individually and as heir of Maxine Schneider,
      deceased

            
	Lessee:	Edward Mike Davis,
      L.L.C.
	Dated:     	May 20,
    2008
	Recorded:  	Book 206 OG, Page
      44
	Description: 	Township 15 North,
      Range 56 West
	 	Section
      5:  S/2


    

     

    
      	
              Lessor:

            	
              Peggy
      Atkins and Howard Atkins, wife and husband

            
	Lessee:	Edward Mike Davis,
      L.L.C.
	Dated:     	May 20,
    2008
	Recorded:  	Book 206 OG, Page
      48
	Description: 	Township 15 North,
      Range 56 West
	 	Section
      5:  S/2


    

                                    

    
      	
              Lessor:

            	
              Galeen
      B. Hergenrader and Kenneth Hergenrader, wife and
husband

            
	Lessee:	Edward Mike Davis,
      L.L.C.
	Dated:     	May 16,
    2008
	Recorded:  	Book 206 OG, Page
      52
	Description: 	Township 15 North,
      Range 56 West
	 	Section
      5:  S/2


    

     

    
      	
              Lessor:

            	
              Paula
      Wilke, a/k/a Paula J. Wilke and Erwin Wilke, Jr., wife and
      husband

            
	Lessee:	Edward Mike Davis,
      L.L.C.
	Dated:     	June 26,
    2008
	Recorded:  	Book 206 OG, Page
      132
	Description: 	Township 15 North,
      Range 56 West
	 	Section
      5:  S/2
	Amendment of Oil and
      Gas Dated:     July 9,
      2008
	Recorded:	Book 206 OG, Page
      221
	Description: 	Township 15 North,
      Range 56 West
	 	Section
      5:  S/2


    

    
      
        
        

      

    

     

    WILKE (DILL EAST FIELD)
WELLS

     

    
      	
              Well
      Name:  

            	 Wilke
      24-5
	Located:   	 SE/4SW/4 of
      Section 5, T15N-R56W, Kimball County, NE
	API: 
      26105226270000     Working
      Interest:  87.50%     Net Revenue Interest:
      70.00%
	
              Equipment
      and Inventory:  consisting of a pumping unit, rods, tubing and
      casing

            
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Well
Name:      Wilke 23-5

    Located:                      NE/4SW/4
of Section 5, T15N-R56W, Kimball County, NE

    API:  26105226250000

    Equipment
and Inventory:  consisting of a pumping unit, rods, tubing and
casing

    


    Well
Name:      Wilke 34-5

    Located:           SW/4SE/4
of Section 5, T15N-R56W, Kimball County, NE

    API:  26105226290000   
 Working Interest:  87.50%    Net Revenue
Interest: 70.00%

    Equipment
and Inventory:  consisting of a pumping unit, rods, tubing and
casing

    


    Well
Name:      Wilke 33-5

    Located:           NW/4SE/4
of Section 5, T15N-R56W, Kimball County, NE

    API:  26105226280000  
 Working Interest:  87.50%    Net Revenue
Interest: 70.00%

    Equipment
and Inventory:  consisting of a pumping unit, rods, tubing and
casing

    


    Well
Name:      Wilke 44-5

    Located:           SE/4SE/4
of Section 5, T15N-R56W, Kimball County, NE

    API:  26105226320000   
Working Interest:  87.50%    Net Revenue Interest:
70.00%

    Equipment
and Inventory:  consisting of a pumping unit, rods, tubing and
casing

    


    Well
Name:      Wilke 14-5

    Located:           SW/4SW/4
of Section 5, T15N-R56W, Kimball County, NE

    API:  26105226520000   
Working Interest:  87.50%    Net Revenue Interest:
70.00%

    Equipment
and Inventory:  consisting of a pumping unit, rods, tubing and
casing

     

    Wilke
Tank Battery consisting of 8 400 bbl tanks and an 8 foot treater.

    


    LUKASSEN LEASES and
LANDS:

    


    Lessor:             Antelope
Energy Company, LLC, a Colorado limited liability company

    Lessee:             Edward
Mike Davis, L.L.C.

    Dated:              August
4, 2008

    Recorded:        Book
206 OG, Page 647

    Covering:         INSOFAR
AND ONLY INSOFAR AS THE LEASE COVERS:

                             
TOWNSHIP 16 NORTH, RANGE 56
WEST, 6th P.M.

                             
Section 34:  S/2SW/4SW/4

    Lessor:             Marian
J. Payne, a single woman

    Lessee:             Edward
Mike Davis, L.L.C.

    Dated:               July
25, 2008

    Recorded:        Book
206 OG, Page 487

    Correction
of Description Recorded: Book 207, Page 354

    Covering:         INSOFAR
AND ONLY INSOFAR AS THE LEASE COVERS:

                             
TOWNSHIP 15 NORTH, RANGE 56
WEST, 6th P.M.

                             
Section 3:  N/2 of Lot 4, also described as N/2NW/4NW/4

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Lessor:

            	
              Judith
      Ann Mays, a married woman dealing in her sole and separate
      property

            


    

    Lessee:             Edward
Mike Davis, L.L.C.

    Dated:               July
25, 2008

    Recorded:        Book
206 OG, Page 487

    Correction
of Description Recorded: Book 207, Page 356

    Covering:         INSOFAR
AND ONLY INSOFAR AS THE LEASE COVERS:

                             
TOWNSHIP 15 NORTH, RANGE 56
WEST, 6th P.M.

                             
Section 3:  N/2 of Lot 4, also described as N/2NW/4NW/4

    


    
      	
              Lessor:

            	
              William
      O. Smith a/k/a William Otis Smith and Rita Marie Smith, husband and
      wife

            


    

    Lessee:             Edward
Mike Davis, L.L.C.

    Dated:              
May 16, 2008

    Recorded:        Book
206 OG, Page 33

    Correction
of Description Recorded: Book 207, Page 352

    Covering:         INSOFAR
AND ONLY INSOFAR AS THE LEASE COVERS:

                             
TOWNSHIP 15 NORTH, RANGE 56
WEST, 6th P.M.

                             
Section 3:  N/2 of Lot 4, also described as N/2NW/4NW/4

    


    
      	
              Lessor:

            	
              Rita
      J. Bingaman f/k/a Rita Jeanne Smith and Gary P. Bingaman, wife and
      husband

            


    

    Lessee:             Edward
Mike Davis, L.L.C.

    Dated:               May
16, 2008

    Recorded:        Book
206 OG, Page 29

    Correction
of Description Recorded: Book 207, Page 350

    Covering:         INSOFAR
AND ONLY INSOFAR AS THE LEASE COVERS:

                             
TOWNSHIP 15 NORTH, RANGE 56
WEST, 6th P.M.

                             
Section 3:  N/2 of Lot 4, also described as N/2NW/4NW/4

    


    
      	
              Lessor:

            	
              Mary
      L. Soper, individually and as Trustee of the Ronald R. Soper Family Trust,
      dated October 4, 1995

            


    

    Lessee:             Edward
Mike Davis, L.L.C.

    Dated:               July
15, 2009

    Recorded:        Book
208 OG, Page 760

    Covering:         INSOFAR
AND ONLY INSOFAR AS THE LEASE COVERS:

                             
TOWNSHIP 15 NORTH, RANGE 56
WEST, 6th P.M.

                             
Section 3:  N/2 of Lot 4, also described as N/2NW/4NW/4

     

    Lessor:             Steven
Knigge, a single man

    Lessee:             Edward
Mike Davis, L.L.C.

    Dated:               July
15, 2009

    Recorded:        Book
208 OG, Page 763

    Covering:         INSOFAR
AND ONLY INSOFAR AS THE LEASE COVERS:

                             
TOWNSHIP 15 NORTH, RANGE 56
WEST, 6th P.M.

                             
Section 3:  N/2 of Lot 4, also described as N/2NW/4NW/4

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Lessor:             Linda
McDowall, f.k.a. Linda Wilson, a single woman

    Lessee:             Edward
Mike Davis, L.L.C.

    Dated:               July
15, 2009

    Recorded:        Book
208 OG, Page 766

    Covering:         INSOFAR
AND ONLY INSOFAR AS THE LEASE COVERS:

                             
TOWNSHIP 15 NORTH, RANGE 56
WEST, 6th P.M.

                             
Section 3:  N/2 of Lot 4, also described as N/2NW/4NW/4

    


    Lessor:             Marla
Knigge,f.k.a. Marla Teasley, a single woman

    Lessee:             Edward
Mike Davis, L.L.C.

    Dated:               July
15, 2009

    Recorded:        Book
208 OG, Page 769

    Covering:         INSOFAR
AND ONLY INSOFAR AS THE LEASE COVERS:

                             
TOWNSHIP 15 NORTH, RANGE 56
WEST, 6th P.M.

                             
Section 3:  N/2 of Lot 4, also described as N/2NW/4NW/4

    


    LUKASSEN
WELL

    


    Well
Name:      Lukassen 14-34

    Located:           S/2SW/4SW/4
of Section 34, T16N-R56W, Kimball County, NE

    API:  26105226450000   
Working Interest:  100.00%    Net Revenue Interest:
80.00%

    Equipment
and Inventory:  consisting of a pumping unit, rods, tubing and
casing

    


    Lukassen
Tank Battery consisting of 3 – 400 bbl tanks and a 4 foot treater

    


    


    PIEPER LEASE and
LANDS:

    


    Lessor:             Dean
Reed and Beaulah Reed, husband and wife

    Lessee:             King
Resources Company

    Dated:               August
10, 1966

    Recorded:        Book
583, Page 71

    Description:     Township 1 North, Range 53
West

                              Section
29:  NE/4

    


    PIEPER
WELL

    


    Well
Name:      Pieper #3-29

    Located:           NE/4
of Section 29, T1N-R53W, Washington County, CO

    API:  05-121-08367  
 Working Interest:  100.00%    Net Revenue
Interest: 80.00%

    Equipment
and Inventory:  consisting of a pumping unit, rods, tubing and
casing

    


    Pieper
Tank Battery consisting of 2 – PR&R 500 bolted bbl tanks and a 6 X 20
vertical inside leg cold weather treater

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    OMEGA PROSPECT LEASES and
LANDS:

    


    
      	
              Lessor:

            	
              Katharine
      E. Nelson,, Individually and as Trustee of the Katharine E. Nelson Living
      Trust, dated 5-19-2003

            


    

    Lessee:             Edward
Mike Davis, L.L.C.

    Dated:               September
20, 2008

    Recorded:        Book
131 OG, Page 455, in Banner County, Nebraska

    Description:     Township 17 North, Range 55
West, 6th P.M.

             Section
11:  NE, S2

    


    
      	
              Lessor:

            	
              Ruth
      L. Pile, individually and as Trustee of the Ruth L. Pile Revocable Trust,
      dated 6-26-1998

            


    

    Lessee:             Edward
Mike Davis, L.L.C.

    Dated:               October
9, 2008

    Recorded:        Book
131 OG, Page 459, in Banner County, Nebraska

    Description:     Township 17 North, Range 55
West, 6th P.M.

                             
Section 11:  W/22

     

     

    COMANCHE FARMS PROSPECT
LEASES and LANDS:

    


    Lessor:             State
of Colorado    Lease # OG 8056.4

          State
Board of Land Commissioners

    Lessee:             Contex
Energy Company

    Dated:               August
19, 2004

    Recorded:        Reception
Number B 4199551, in Arapahoe County, Colorado

    Description:     Township 4 South, Range 62
West, 6th P.M.

             Section
36:  ALL