Doral Energy Corp.: Exhibit 10.1 - Filed by newsfilecorp.com








AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER
  (this “Agreement”) is entered into on the 2nd day of December, 2010 by DORAL ENERGY CORP., a Nevada corporation (“Doral”), DORAL
    ACQUISITION CORP., a Nevada corporation and the wholly-owned subsidiary of
  Doral (“Doral Sub”), PURE GAS PARTNERS II, L.P., a Texas limited
  partnership (“Pure”) and PURE ENERGY GROUP, INC, a Texas
  corporation and the wholly-owned subsidiary of Pure (“Pure Sub”).

PRELIMINARY STATEMENTS

     WHEREAS the Board of Directors of
  Doral and Pure Gas Managing GP, LLC, which is the sole general partner of Pure
  (“Pure GP”), deem it desirable and in the best interests of Doral and
  Pure to merge Pure Sub with and into Doral Sub, with Doral Sub as the surviving
  corporation (the “Merger”) on the terms and subject to the conditions set
  out in this Agreement; and

     WHEREAS, for federal income tax
  purposes, it is intended that the Merger will qualify as a tax free
  reorganization under the provisions of Section 368(a) of the United States
  Internal Revenue Code of 1986, as amended (the “Code”).

     In consideration of the mutual
  benefits to be derived from the Merger and the respective representations,
  warranties, covenants and agreements contained in this Agreement, the parties
  agree as follows:

STATEMENT OF TERMS

ARTICLE 1 

  THE MERGER

     1.1      The
  Merger. At the Effective Time (as defined in Section 1.3 below) and on the
  terms and conditions contained herein, Pure Sub will be merged with and into
  Doral Sub in accordance with this Agreement, the Articles of Merger
  substantially in the form attached as Schedule 1.1 attached to this
  Agreement (the “Articles of Merger”), and the applicable provisions of
  Chapter 92A of the Nevada Revised Statutes (“Nevada Law”). Following the
  Merger, Doral Sub will continue as the surviving corporation (the “Surviving
    Corporation”) and the separate existence of Pure Sub will cease, except
  insofar as it may be continued by Nevada Law.

     1.2      Closing.
  As soon as practicable following the satisfaction or waiver of the conditions
  set forth in Section 6 of this Agreement, and provided that this Agreement has
  not been terminated pursuant to Section 8, the parties to this Agreement will
  hold a closing (the “Closing”) for the purpose of confirming the
  consummation of the Merger at a time and date mutually agreed upon by the
  parties. Unless otherwise agreed by the parties, the Closing will be held at the
  offices of Pure, or such other location as mutually agreed to by the parties.
  The date on which the Closing actually occurs is referred to as the “Closing
    Date.” At the Closing, the parties will execute and exchange all documents,
  certificates and instruments contemplated by this Agreement and make all filings
  to effectuate the Merger. The parties agree to use commercially reasonable
  efforts and all due diligence to cause the Closing to be consummated on or
  before December 31, 2010 unless such date is extended by the mutual agreement of
  the parties.

     1.3      Effective
  Time of the Merger. The Merger will be effective at the time (the
  “Effective Time”) of the filing of the Articles of Merger with the
  Secretary of State of the State of Nevada, which certificate is to be filed on
  the Closing Date.

     1.4      Effect
  of the Merger. The Merger will have the effects set forth in Section 92A.250
  of Nevada Law. Without limiting the generality of the foregoing, and subject
  thereto, at the Effective Time all the property, rights, privileges, powers and
  franchises of Doral Sub and Pure Sub will vest in the Surviving Corporation
  without further act or deed, and all debts, liabilities and duties of Doral Sub
  and Pure Sub will become the debts, liabilities and duties of the Surviving
  Corporation.

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     1.5      Tax
  Treatment. It is intended that the Merger shall constitute a tax free
  reorganization under Section 368(a) of the Code.

     1.6      Articles
  of Incorporation; Bylaws.

          (a)      The
  Articles of Incorporation of Doral Sub as in effect immediately prior to the
  Effective Time will continue unchanged, except to the extent amended by the
  Articles of Merger, and will be the Articles of Incorporation of the Surviving
  Corporation until thereafter amended in accordance with the terms thereof and in
  accordance with applicable law.

          (b)      At
  the Effective Time, the bylaws of Doral Sub, as in effect immediately prior to
  the Effective Time, will be the bylaws of the Surviving Corporation until
  thereafter amended in accordance with the terms thereof and in accordance with
  applicable law.

     1.7      Directors
  and Officers. The directors and officers of Doral Sub and Doral from and
  after the Effective Time will be as set forth on Schedule 1.7 until their
  respective successors have been duly elected or appointed and qualified or until
  their death, resignation or removal in accordance with Doral’s Articles of
  Incorporation and bylaws and Nevada Law.

     1.8      Taking
  of Necessary Action. If after the Effective Time any further action is
  necessary to carry out the purposes of this Agreement or to vest Surviving
  Corporation with full title to all assets, rights, approvals, immunities and
  franchises of either Doral Sub or Pure Sub, the officers and directors of Doral,
  Doral Sub, Pure Sub and Surviving Corporation will take all such necessary
  action.

     1.9      Defined
  Terms. Capitalized terms shall have the meanings ascribed to such as set
  forth in Schedule 1.9.

ARTICLE 2

PAYMENT OF MERGER CONSIDERATION

     2.1      Merger
  Consideration.

          (a)      Conversion
  of Pure Sub Common Stock. Subject to adjustment as set out in Section 7.2,
  each share of Pure Sub common stock, par value $0.001 per share (the “Pure
    Sub Common Stock”) issued and outstanding immediately prior to the Effective
  Time (other than Dissenting Shares, as defined in Section 2.3) will, by virtue
  of the Merger and without any action on the part of the holder thereof, be
  converted into the right to receive 19.963072 post-Reverse Stock Split shares of
  validly issued, fully paid and nonassessable Doral Common Stock, par value
  $0.001 per share (as defined in Section 5.3(a)) (the “Doral Merger
    Shares”). It is the parties’ intent that at Closing, the Doral Merger
  Shares, in the aggregate, will represent approximately 80% of the total Doral
  Common Stock outstanding on Closing, calculated assuming that all of the Doral
  Stock Obligations existing as of Closing have been exercised as set forth in Schedule 2.1(a). All certificates representing the Doral Merger Shares
  issued on effectiveness of the Merger will be endorsed with a legend pursuant to
  the United States Securities Act of 1933, as amended (the “Securities
    Act”), which legend shall be substantially similar to the following, to
  reflect the fact that the Doral Merger Shares will be issued to the stockholders
  of Pure Sub (the “Pure Sub Stockholders”) pursuant to exemptions or safe
  harbors from the registration requirements of the Securities Act:


  
    “THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY
      INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
      TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE
      UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT
      TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

  



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          (b)      Doral Sub Stock. Each share of Doral Sub Stock (as defined in Section
  5.3(b)) issued and outstanding immediately prior to the Effective Time will, by
  virtue of the Merger and without any action on the part of the holder thereof,
  remain issued and outstanding.

     2.2      Stock
  Certificate Conversion Procedure. From and after the Effective Time, each
  holder of Pure Sub Common Stock will be entitled to exchange his, her, or its
  certificate representing the Pure Sub Common Stock (a “Pure Sub Stock
    Certificate”) for a certificate representing the number of Doral Merger
  Shares into which the number of shares of Pure Sub Common Stock previously
  represented by such certificate surrendered have been converted pursuant to
  Section 2.1(a) of this Agreement. Each holder of Pure Sub Common Stock may
  exchange his, her or its Pure Sub Stock Certificate by delivering it to Doral,
  duly endorsed in blank (or accompanied by duly executed stock powers duly
  endorsed in blank), in each case in proper form for transfer, with signatures
  guaranteed, and, if applicable, with all stock transfer and any other required
  documentary stamps affixed thereto and with appropriate instructions to allow
  the transfer agent to issue certificates for the Doral Merger Shares to such
  shareholder, together with a Certificate of U.S. Shareholder, a copy of which is
  attached hereto as Schedule 2.2. Until surrendered as contemplated by
  this Section 2.2, each Pure Sub Stock Certificate will be deemed at any time
  after the Effective Time to represent only the right to receive Doral Common
  Stock certificates representing the number of whole Doral Merger Shares into
  which the shares of Pure Sub Common Stock formerly represented by such
  certificate have been converted. Upon receipt of such duly endorsed Pure Sub
  Stock Certificates, Doral will cause the issuance of the number of Doral Merger
  Shares as converted pursuant to Section 2.1(a) of this Agreement.

     2.3      Appraisal
  Rights. Notwithstanding any provision of this Agreement to the contrary,
  shares of Pure Sub Common Stock (“Dissenting Shares”) that are issued and
  outstanding immediately prior to the Effective Time and held by Pure Sub
  Stockholders who did not vote in favor of the Merger and who comply with all of
  the relevant provisions of Nevada Law (the “Pure Sub Dissenting
    Stockholders”) will not be converted into or be exchangeable for the right
  to receive Doral Merger Shares, unless and until such holders will have failed
  to perfect or will have effectively withdrawn or lost their rights to appraisal
  under the Nevada Law. Pure and Pure Sub will give Doral (i) immediate oral
  notice followed by prompt written notice of any written demands for appraisal of
  any shares of Pure Sub Common Stock, attempted withdrawals of any such demands
  and any other instruments served pursuant to the Nevada Law and received by Pure
  or Pure Sub relating to shareholders' rights of appraisal, and (ii) they will
  keep Doral informed of the status of all negotiations and proceedings with
  respect to demands for appraisal under the Nevada Law. If any Pure Sub
  Dissenting Stockholder fails to perfect or will have effectively withdrawn or
  lost the right to appraisal, the shares of Pure Sub Common Stock held by such
  Dissenting Stockholder will thereupon be treated as though such shares had been
  converted into the right to receive Doral Common Stock pursuant to Section 2.1
  of this Agreement.

     2.4      No
  Further Ownership Rights in Pure Sub Stock. The promise to exchange the Pure
  Sub Common Stock for Doral Merger Shares in accordance with the terms of this
  Section 2 will be deemed to have been given in full satisfaction of all rights
  pertaining to the Pure Sub Common Stock, and there will be no further
  registration of transfers on the stock transfer books of Pure Sub of the shares
  of Pure Sub Common Stock that were outstanding immediately prior to the
  Effective Time. From and after the Effective Time, the holders of Pure Sub
  Common Stock outstanding immediately prior to the Effective Time will cease to
  have any rights with respect to such Pure Sub Common Stock, except as otherwise
  provided in this Agreement or by law.

     2.5      Distributions
  with Respect to Unsurrendered Pure Sub Stock. No dividends or other
  distributions with a record date after the Effective Time will be paid to the
  holder of any unsurrendered Pure Sub Stock Certificate until the surrender of
  such Pure Sub Stock Certificate in accordance with Section 2.2 of this
  Agreement. Following surrender of any such Pure Sub Stock Certificate, Doral
  will pay to the holder of the Doral Common Stock certificate issued in exchange
  for the Pure Sub Stock Certificate, without interest, (i) at the time of such
  surrender, the amount of dividends or other distributions with a record date
  after the Effective Time previously paid with respect to such Doral Common Stock
  which such holder is entitled pursuant to Section 2.1 of this Agreement, and
  (ii) at the appropriate payment date, the amount of dividends or other
  distributions with a record date after the Effective Time but prior to such
  surrender and with a payment date subsequent to such surrender payable with
  respect to such Doral Common Stock.

     2.6      No
  Liability. Except as provided herein, neither Doral, nor Doral Sub, nor
  the Surviving Corporation will be liable to any person in respect of shares
  of Pure Sub Common Stock, or dividends or distributions with respect thereto,
  pursuant to any applicable abandoned property, escheat or similar law. If any
  Pure Sub Stock Certificate has not have been surrendered prior to seven years
  after the Effective Time (or immediately prior to such earlier date on which
  any Pure Sub Stock Certificate, or any dividends or distributions payable to
  the holder of such Pure Sub Stock Certificate would otherwise escheat to or
  become the property of any governmental body or authority), any such Doral Merger
  Shares, dividends or distributions in respect of such Pure Sub Stock Certificate
  will, to the extent permitted by applicable law, become the property of the
  Surviving Corporation, free and clear of all claims or interest of any person
  previously entitled to such certificate.

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     2.7      Lost,
  Stolen or Destroyed Certificates. If any certificate representing Pure Sub
  Common Stock has been lost, stolen or destroyed, upon the making of an affidavit
  of that fact by the person claiming such certificate or agreement to be lost,
  stolen or destroyed and, if required by Doral, the posting by such person of a
  bond in such reasonable amount as Doral may direct as indemnity against any
  claim that may be made against it with respect to such certificate, Doral will
  cause to be issued in exchange for such lost, stolen or destroyed certificate,
  the applicable Doral Merger Shares deliverable in respect thereof, pursuant to
  Section 2.1 of this Agreement.

     2.8      No
  Fractional Shares. No fractional Doral Merger Shares will be issued as a
  result of the Merger. In lieu of any such fractional shares, each holder of Pure
  Sub Common Stock who would otherwise have been entitled to receive a fraction of
  a Doral Merger Share will be rounded up to the next nearest whole number of
  Doral Merger Shares.

ARTICLE 3 

  SECURITIES MATTERS

     3.1      Accredited
  Investor. Pure represents and warrants to Doral that it is the sole
  stockholder of Pure Sub and that Pure is an accredited investor as that term is
  defined in Rule 501 of Regulation D promulgated under the Securities Act.

     3.2      Restricted
  Securities. Pure acknowledges and agrees that the Doral Merger Shares will
  be “restricted securities” within the meaning of the Securities Act and the
  rules and regulations promulgated thereunder and will be issued to Pure in
  accordance with the exemption from the registration requirements of the
  Securities Act provided by Rule 506 of Regulation D of the Securities Act based
  on the representations, warranties and agreements of Pure contained in this
  Agreement.

     3.3      Restrictions
  on Resale. Pure agrees not to reoffer, resell or otherwise transfer the
  Doral Merger Shares unless such reoffer, resale or transfer is made pursuant to
  an effective registration under the Securities Act or pursuant to an available
  exemption from the registration requirements of the Securities Act and that
  Doral may refuse to register any resale or transfer of the Doral Merger Shares
  not made pursuant to an effective registration under the Securities Act or
  pursuant to an available exemption from the registration requirements of the
  Securities Act. Pure acknowledges and agrees that all certificates representing
  the Doral Merger Shares will be endorsed with a restrictive legend substantially
  similar to that set out in paragraph 2.1(a) or such similar or other legends as
  may be deemed advisable by Doral’s legal counsel to ensure compliance with the
  Securities Act and any other applicable securities laws or regulations.
  Notwithstanding the foregoing, Doral agrees that Pure may distribute the Doral
  Merger Shares to each of the general and limited partners of Pure pro rata to
  their respective partnership interests in Pure (the “Permitted
    Distribution”), provided that Pure shall have first delivered to Doral
  certificates in the form attached as Schedule 6.1(p) (each, a “Partner
    Certificate”) duly and validly completed, executed and delivered by each of
  the Pure general and limited partners who will receive Doral Merger Shares in
  connection with the Permitted Distribution.

     3.4      Additional
  Representations, Warranties and Covenants. Pure represents, warrants and
  covenants to and with Doral as follows:

(a)      Except with respect to the
  Permitted Distribution: 

(i)      Pure is acquiring the Doral
  Merger Shares for investment purpose, solely for its own account and benefit,
  not as a nominee or agent, and not with a view to the resale or distribution of
  any part thereof; 

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(ii)      Pure does not have any
  contract, undertaking agreement or arrangement with any person to sell, transfer
  or otherwise grant participations to such person or to any third party, with
  respect to any of the Doral Merger Shares; and 

(iii)      Pure agrees not to enter
  into any contract, undertaking, agreement, arrangement or other transaction for
  the sale or transfer or to otherwise grant any rights to the Doral Merger
  Shares.

          (b)      Pure
  acknowledges that an investment in the securities of Doral involves a high
  degree of risk and are a speculative investment and that Pure is able to bear
  the economic risk of its investment in Doral, and has such knowledge and
  experience in financial and business matters such that it is capable of
  evaluating the merits and risks of an investment in Doral’s securities as
  contemplated in this Agreement.

          (c)      Pure
  was not organized for the purpose of acquiring Doral’s securities.

          (d)      Pure
  acknowledges that the offering of the Doral Merger Shares has not been reviewed
  by the SEC or any other securities regulatory authority and that the Doral
  Merger Shares are being offered and will be issued by Doral pursuant to
  exemptions from the registration requirements of the Securities Act. Completion
  of the transactions contemplated in this Agreement is conditional upon
  compliance with all applicable securities laws.

          (e)      In
  connection with the Permitted Distribution, Pure shall obtain an acknowledgment
  or agreement from each general and limited partner of their acceptance to abide
  by all transfer and resale restrictions applicable under Securities Act and
  rules and regulations promulgated thereunder and any applicable state securities
  laws, and any other procedures or mechanisms Doral institutes to control the
  resale or distribution of Doral Merger Shares in compliance thereof.

ARTICLE 4 

  REPRESENTATIONS OF PURE AND PURE SUB

     Pure and Pure Sub hereby covenant
  with, and joint and severally represent and warrant to and with Doral and Doral
  Sub as follows, and acknowledges that Doral and Doral Sub are relying upon such
  representations, warranties and covenants in connection with the execution,
  delivery and performance of this Agreement, notwithstanding any investigation
  made by or on behalf of Doral or Doral Sub:

     4.1      Organization
  and Good Standing.

          (a)      Pure
  is a limited partnership duly organized, validly existing and in good standing
  under the laws of its jurisdiction and has all requisite power and authority to
  own, lease and to carry on its business as now being conducted. Pure is duly
  qualified to do business and is in good standing as a foreign limited
  partnership in each of the jurisdictions in which it owns property, leases
  property, does business, or is otherwise required to do so, where the failure to
  be so qualified would have a material adverse effect on the business of Pure
  taken as a whole.

          (b)      Pure
  Sub is a corporation duly organized, validly existing and in good standing under
  the laws of its jurisdiction and has all requisite corporate power and authority
  to own, lease and to carry on its business as now being conducted. Pure Sub is
  duly qualified to do business and is in good standing as a foreign corporation
  in each of the jurisdictions in which it owns property, leases property, does
  business, or is otherwise required to do so, where the failure to be so
  qualified would have a material adverse effect on the business of Pure Sub taken
  as a whole.

     4.2      Authority
  of Pure. Pure has all requisite corporate power and authority to execute and
  deliver this Agreement and any other document contemplated by this Agreement or
  the Merger (collectively, the “Merger Documents”) to be signed by Pure
  and to perform its obligations thereunder and to consummate the transactions
  contemplated thereby. The execution and delivery of each of the Merger Documents
  by Pure and the consummation by Pure of the transactions contemplated thereby
  have been duly authorized by the Board of Directors for Pure GP and, by the Closing Date, will
  have been adopted and approved by the limited partners of Pure holding a
  majority of the limited partnership interests of each class of limited partners
  of Pure. Subject to such approval by Pure GP and limited partners, no other
  organizational or partnership proceedings on the part of Pure are necessary to
  authorize such documents or to consummate the transactions contemplated thereby.
  This Agreement is, and the other Merger Documents when executed and delivered as
  contemplated herein, will be valid and binding obligations of Pure enforceable
  in accordance with their respective terms, except (1) as may be limited by
  applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
  general application affecting the enforcement of creditor’s rights generally;
  (2) as may be limited by any applicable laws relating to the availability of
  specific performance, injunctive relief or other equitable remedies; and (3) as
  may be limited by public policy.

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     4.3      Authority
  of Pure Sub. Pure Sub has all requisite corporate power and authority to
  execute and deliver this Agreement and the Merger Documents, the Articles of
  Merger, to be signed by Pure Sub and to perform its obligations thereunder and
  to consummate the transactions contemplated thereby. The execution and delivery
  of each of the Merger Documents by Pure Sub and the consummation by Pure Sub of
  the transactions contemplated thereby have been duly authorized by its Board of
  Directors and the sole stockholder of Pure Sub, no other corporate or
  shareholder proceedings on the part of Pure Sub are necessary to authorize such
  documents or to consummate the transactions contemplated thereby. This Agreement
  is, and the other Merger Documents when executed and delivered as contemplated
  herein, will be, valid and binding obligations of Pure Sub enforceable in
  accordance with their respective terms, except (1) as may be limited by any
  applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
  general application affecting the enforcement of creditors’ rights generally,
  (2) as may be limited by any applicable laws relating to the availability of
  specific performance, injunctive relief or other equitable remedies, and (3) as
  may be limited by public policy.

     4.4      Capitalization
  of Pure Sub. The entire authorized capital stock and other equity securities
  of Pure Sub (the “Pure Sub Stock”) consists of One Million (1,000,000)
  shares of common stock, with a par value of $0.001 per share, of which Five
  Hundred Thousand (500,000) shares of Pure Sub Common Stock are issued and
  outstanding. All of the issued and outstanding shares of Pure Sub Stock have
  been duly authorized, are validly issued, were not issued in violation of any
  pre-emptive rights and are fully paid and non-assessable, are not subject to
  pre-emptive rights and were issued in full compliance with all federal, state,
  and local laws, rules and regulations. There are no outstanding options,
  warrants, subscriptions, phantom shares, conversion rights, or other rights,
  agreements, or commitments obligating Pure Sub to issue any additional shares of
  Pure Sub Stock, or any other securities convertible into, exchangeable for, or
  evidencing the right to subscribe for or acquire from Pure Sub any shares of
  Pure Sub Stock. There are no agreements purporting to restrict the transfer of
  the Pure Sub Stock, no voting agreements, voting trusts, or other arrangements
  restricting or affecting the voting of the Pure Sub Stock.

     4.5      Title
  to Pure Sub Stock. Pure owns all of the issued and outstanding shares of
  Pure Sub Stock as the legal and beneficial owner thereof, with good and
  marketable title thereto, free and clear of all encumbrances. 

     4.6      Subsidiaries.
  Pure Sub does not have any subsidiaries or agreements of any nature to acquire
  any subsidiary or to acquire or lease any other business operations and will not
  prior to the Closing Date acquire, or agree to acquire, any subsidiary or
  business without the prior written consent of Doral and Doral Sub.

     4.7      Noncontravention.
  Except as set forth on Schedule 4.7, neither the execution, delivery or
  performance of the Merger Documents, nor the consummation of the Merger,
  will:

          (a)      Conflict
  with, result in a violation of, cause a default under (with or without notice,
  lapse of time or both) or give rise to a right of termination, amendment,
  cancellation or acceleration of any obligation contained in or the loss of any
  material benefit under, or result in the creation of any lien, security
  interest, charge or encumbrance upon any of the material properties or assets of
  Pure or Pure Sub under any term, condition or provision of any loan or credit
  agreement, note, debenture, bond, mortgage, indenture, lease or other agreement,
  instrument, permit, license, judgment, order, decree, statute, law, ordinance,
  rule or regulation applicable to Pure or Pure Sub or any of their respective
  property or assets;

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          (b)      Violate
  any provision of the Articles of Incorporation or bylaws of Pure Sub; 

          (c)      Violate
  any provision of the limited partnership agreement or other governing documents
  of Pure; or

          (d)      Violate
  any order, writ, injunction, decree, statute, rule, or regulation of any court
  or governmental or regulatory authority applicable to Pure or Pure Sub or any of
  their respective property or assets.

     4.8      Actions
  and Proceedings. There is no claim, charge, arbitration, grievance, action,
  suit, investigation or proceeding by or before any court, arbiter,
  administrative agency or other governmental authority now pending or, to the
  best knowledge of Pure or Pure Sub, threatened against Pure or Pure Sub or which
  involves any of the business, or the properties or assets of Pure or Pure Sub
  that, if adversely resolved or determined, would have a material adverse effect
  on the business, operations, assets, properties, prospects, or conditions of
  Pure or Pure Sub taken as a whole (a “Pure Material Adverse Effect”). To
  Pure and Pure Sub’s knowledge, there is no reasonable basis for any claim or
  action that, if asserted, would have a Pure Material Adverse Effect.

     4.9      Compliance.

          (a)      To
  Pure and Pure Sub’s knowledge, Pure and Pure Sub are in material compliance
  with, are not in default or violation in any material respect under, any
  statute, law, ordinance, regulation, rule, decree or other applicable regulation
  to the business or operations of Pure or Pure Sub. Pure and Pure Sub have not
  been charged with and have not received any written notice at any time of any
  material violation by it of, any statute, law, ordinance, regulation, rule,
  decree or other applicable regulation to the business or operations of Pure or
  Pure Sub.

          (b)      Pure
  and Pure Sub have duly filed all reports and returns required to be filed by
  them with governmental authorities and has obtained all material governmental
  permits and other governmental consents, except as may be required after the
  execution of this Agreement. All of such permits and consents are in full force
  and effect, and no proceedings for the suspension or cancellation of any of
  them, and no investigation relating to any of them, is pending or to the
  knowledge of Pure and Pure Sub, threatened, and none of them will be adversely
  affected by the consummation of the transactions contemplated hereby.

          (c)      To
  the knowledge of Pure and Pure Sub, the execution, delivery and performance by
  Pure and Pure Sub of the transactions contemplated in this Agreement do not
  violate any law, rule, regulation, ordinance, judgment, decree or order to which
  Pure, Pure Sub or the Pure Properties are bound.

     4.10      Filings,
  Consents and Approvals. Except for any filings required by applicable
  securities laws, the filing of the Articles of Merger pursuant to Nevada Law and
  the approval of Pure and the general and limited partners of Pure, no filing or
  registration with, no notice to and no permit, authorization, consent, or
  approval of any public or governmental body or authority or other person or
  entity is necessary for, and there are no preferential rights applicable to, the
  consummation by Pure and Pure Sub of the transactions contemplated by this
  Agreement.

     4.11      Financial
  Representations. Each of the audited consolidated financial statements and
  unaudited consolidated interim financial statements of Pure, a list of which is
  attached hereto as Schedule 4.11, and copies of which have been
  provided to Doral (the “Pure Financial Statements”): (i) have been
  prepared in accordance with the books and records of Pure and any subsidiaries
  of Pure, (ii) fairly and accurately present the financial condition of Pure and
  its subsidiaries as of the respective dates indicated and the results of
  operations for such periods, and (iii) have been prepared in accordance with
  United States generally accepted account principles (“GAAP”) applied on a
  consistent basis in accordance with past business practices (except as may be
  indicated on the notes thereto and subject, to normal and recurring year-end
  adjustments). Pure has not received any advice or notification from its
  independent certified public accountants that Pure or any of its subsidiaries
  have used any improper accounting practice that would have the effect of not
  reflecting, or incorrectly reflecting, in the Pure Financial Statements or the
  books and records of Pure and its subsidiaries, the financial results, or any
  properties, assets, liabilities, revenues, or expenses, of Pure and its subsidiaries. The books, records, and accounts
  of Pure and its subsidiaries accurately and fairly reflect, in reasonable
  detail, the financial results, transactions, assets, and liabilities of Pure and
  its subsidiaries. Pure and Pure Sub have not engaged in any transaction,
  maintained any bank account, or used any funds of Pure or Pure Sub, except for
  transactions, bank accounts, and funds which have been and are reflected in the
  normally maintained books and records of Pure and Pure Sub.

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     4.12      Absence
  of Undisclosed Liabilities. Except as set forth on Schedule 4.12,
  Pure and Pure Sub have no liabilities or obligations either direct or indirect,
  matured or unmatured, absolute, contingent or otherwise, which:

          (a)      are
  not set forth in the Pure Financial Statements or have not heretofore been paid
  or discharged;

          (b)      did
  not arise in the regular and ordinary course of business under any agreement,
  contract, commitment, lease or plan specifically disclosed (or are not required
  to be disclosed in accordance with GAAP); or

          (c)      have
  not been incurred in amounts and pursuant to practices consistent with past
  business practice, in or as a result of the regular and ordinary course of its
  business since the date of the Financial Statements.

     For purposes of this Agreement,
  the term “liabilities” includes, any direct or indirect indebtedness, guaranty,
  endorsement, claim, loss, damage, deficiency, cost, expense, obligation or
  responsibility, fixed or unfixed, known or unknown, liquidated or unliquidated,
  secured or unsecured, perfected or unperfected.

     4.13      Tax
  Matters.

          (a)      As
  of the date hereof, (i) Pure and Pure Sub have timely filed all Tax returns
  which are required to be filed on or prior to the date hereof, taking into
  account any extensions of the filing deadlines which have been validly granted
  to them; and (ii) all such returns are true and correct in all material
  respects.

          (b)      To
  Pure’s knowledge, Pure and Pure Sub have paid all Taxes that have become or are
  due with respect to any period ended on or prior to the date hereof, and has
  established an adequate reserve therefore on its balance sheet for those Taxes
  not yet due and payable.

          (c)      Pure
  and Pure Sub are not presently under, nor has Pure or Pure Sub received notice
  of, any contemplated investigation or audit by the Internal Revenue Service or
  any foreign or state taxing authority concerning any fiscal year or period ended
  prior to the date hereof.

          (d)      All
  Taxes required to be withheld on or prior to the date hereof from employees for
  income Taxes, social security Taxes, unemployment Taxes and other similar
  withholding Taxes have been properly withheld and, if required on or prior to
  the date hereof, have been deposited with the appropriate governmental
  agency.

          (e)      Pure
  and Pure Sub are not a party to any Tax-sharing agreements or similar contracts
  or arrangements.

For purposes of this Agreement, “Tax” or “Taxes”
  means any and all taxes, charges, fees, levies, duties or other assessments
  whether federal, state, local or foreign, based upon or measured by income,
  capital, net worth or gain and any other tax including, recapture, gross
  receipts, profits. sales, use, occupation, use and occupancy, value added, ad
  valorem, customers, transfer, franchise, shares, withholding, payroll,
  employment, excise, or property Taxes with respect to an entity or an oil and
  gas interest held by a entity, together with any interest, fines, penalties and
  additions to Tax imposed with respect thereto.

     4.14      Absence
  of Changes. Except as set forth on Schedule 4.14, since September 30,
  2010, Pure and Pure Sub have not:

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          (a)     
  incurred any liabilities, other than liabilities incurred in the ordinary course
  of business consistent with past practice, or discharged or satisfied any lien
  or encumbrance, or paid any liabilities, other than in the ordinary course of
  business consistent with past practice, or failed to pay or discharge when due
  any liabilities of which the failure to pay or discharge has caused or will
  cause any Pure Material Adverse Effect;

          (b)     
  sold, encumbered, assigned or transferred any fixed assets or properties (other
  than inventory in the ordinary course of business) which would have been
  included in the assets of Pure or Pure Sub;

          (c)     
  created, incurred, assumed or guaranteed any indebtedness for money borrowed, or
  mortgaged, pledged or subjected any of the assets or properties of Pure Sub to
  any mortgage, lien, pledge, security interest, conditional sales contract or
  other encumbrance of any nature whatsoever;

          (d)     
  made or suffered any amendment or termination of any material agreement,
  contract, commitment, lease or plan to which it is a party or by which it is
  bound, or cancelled, modified or waived any substantial debts or claims held by
  it or waived any rights of substantial value;

          (e)     
  declared, set aside or paid any dividend or made or agreed to make any other
  distribution or payment in respect of its capital shares or redeemed, purchased
  or otherwise acquired or agreed to redeem, purchase or acquire any of its
  capital shares or equity securities;

          (f)     
  suffered any damage, destruction or loss, whether or not covered by insurance,
  materially and adversely its business, operations, assets, properties or
  prospects;

          (g)     
  suffered any material adverse change in its business, operations, assets,
  properties, prospects or condition (financial or otherwise);

          (h)     
  received notice or had knowledge of any actual or threatened labor trouble,
  termination, resignation, strike or other occurrence, event or condition of any
  similar character which has had or might have a Pure Material Adverse
  Effect;

          (i)     
  made commitments or agreements for capital expenditures or capital additions or
  betterments exceeding in the aggregate $50,000, except such as may be involved
  in ordinary repair, maintenance or replacement of its assets;

          (j)     
  increase the salaries or other compensation of, or made any advance (excluding
  advances for ordinary and necessary business expenses) or loan to, any of its
  employees or made any increase in, or any addition to, other benefits to which
  any of its employees may be entitled;

          (k)     
  changed any of the accounting principles followed or the methods of applying
  such principles;

          (l)     
  entered into any transaction other than in the ordinary course of business
  consistent with past practice; or

          (m)     
  agreed, whether in writing or orally, to do any of the foregoing.

     4.15      Reserve Reports. All information (including statement of the percentage
  of reserves from the oil and gas wells and other interests evaluated therein to
  which Pure are entitled and the percentage of the costs and expenses related to
  such wells or interests to be borne by Pure) supplied to Joe C. Neal &
  Associates by or on behalf of Pure that was material to such firm’s estimate of
  proved oil and gas reserves attributable to the Pure Properties in connection
  with the preparation of the proved oil and gas reserve reports concerning the
  Pure Properties as of October 1, 2010 and prepared by such engineering firm (the
  “Pure Reserve Report”) was true and correct in all material respects and
  Pure has no knowledge of any material errors in such information that existed at
  the time of such issuance or as of the date hereof. Pure is not aware of any
  material errors contained in the Pure Reserve Report.

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     4.16      Title
  to Assets. Pure has, and on closing Pure Sub will have, good and marketable
  title to the Pure Properties, free and clear of all encumbrances except for
  those encumbrances set out in Schedule 4.16. Except as set out in Schedule 4.16, no person has any outstanding option or right, or any
  interest capable of becoming a right or option to acquire any of the Pure
  Properties or any part thereof.

     4.17      Rights
  to Production. Except as disclosed in Schedule 4.17, no person has
  any call upon, option to purchase or similar rights with respect to any portion
  of the production of Pure Hydrocarbons from the Pure Properties from and after
  the Closing Date.

     4.18      Well
  Abandonment. Except as set forth in Schedule 4.18, there are no wells
  located on the Pure Leases that (i) are shut-in or incapable of producing for
  which Pure or Pure Sub has any current plugging or abandonment obligation, or
  (ii) have been plugged or abandoned in a manner that does not comply in all
  material respects with applicable law.

     4.19      Gas
  or Pipeline Imbalances. With respect to the Pure Operated Properties, except
  as disclosed in Schedule 4.19, as of the date hereof, there are not, and
  as of the Closing Date, there will not be, any material wellhead, pipeline or
  plant imbalances attributable to any of the Pure Operated Properties.

     4.20      Sale
  of Hydrocarbons. With respect to the Pure Operated Properties, Pure and Pure
  Sub do not have any outstanding obligations to deliver natural gas, natural gas
  liquids or other Pure Hydrocarbons produced from or attributable to the Pure
  Properties in the future, without then or thereafter being entitled to receive
  full value therefor.

     4.21      Payment
  of Royalties. With respect to the Pure Operated Properties, all rentals,
  royalties, shut-in royalties, overriding royalties and other payments due and
  owing by Pure or Pure Sub to or with respect to the Pure Properties have been
  properly and timely paid.

     4.22      Condemnation.
  To the knowledge of Pure and Pure Sub, there are no pending actual or threatened
  taking (whether permanent, temporary, whole or partial) of any part of the Pure
  Properties by reason of condemnation or threat of condemnation.

     4.23      Receipt
  of Payments for Production. Pure and Pure Sub have received their net
  revenue interest shares, as shown in Schedule 4.16, of proceeds from the
  sale of Pure Hydrocarbons, without suspense, counterclaim or set-off.

     4.24      Contracts
  and Commitments.

          (a)      Schedule 4.24 sets forth the material agreements, contracts, mortgages,
  indentures and leases to which Pure or Pure Sub is a party or to which it is
  bound, including, without limitation, the Pure Hydrocarbon Contracts (each, a
  “Pure Material Contract” and collectively, the “Pure Material
    Contracts”).

          (b)     
  Each Pure Material Contract to which Doral or the Surviving Corporation will,
  upon Closing, be a party, is valid and binding and is in full force and effect,
  and neither Pure nor Pure Sub, nor, to the knowledge of Pure and Pure Sub, any
  other party thereto, has breached any material provision of, or is in default
  under the terms of, any such Pure Material Contract.

          (c)     
  Except as set forth in Schedule 4.24, there are no written or agreed to
  commitments to make capital expenditures with respect to any of the Pure
  Properties which will individually require expenditures after the Closing Date
  in excess of $50,000 net to Pure or Pure Sub’s respective interest, as the case
  may be. With respect to the Pure Operated Properties, there are no contractual
  obligations of Pure or Pure Sub that require the drilling of additional wells or
  other material development operations in order to earn or continue to hold, all
  or any portion of the Pure Properties.

     4.25      Insurance.
  The Pure Properties and all assets, properties and operations of Pure Sub are
  insured under various policies of general liability and other forms of insurance
  as described on Schedule 4.25. All such policies are in full force and
  effect in accordance with their terms, no notice of cancellation has been
  received, and there is no existing default by Pure or Pure Sub or any event
  which, with the giving of notice, the lapse of time or both, would constitute a
  default thereunder. All premiums to date have been paid in full.

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     4.26      Employees
  and Consultants. Schedule 4.26 lists the name, title or position of
  each employee or consultant of Pure Sub or who will, on Closing, be an employee
  or consultant of Pure Sub (collectively, the “Pure Sub Employees”). All
  Pure Sub Employees have been paid all salaries, wages, income and any other sum
  due and owing to them by Pure or Pure Sub as at the end of the most recent
  completed pay period. All amounts required to be withheld by Pure or Pure Sub
  from employees’ salaries or wages and paid to any governmental or taxing
  authority have been so withheld and paid or remitted. To the knowledge of Pure
  and Pure Sub, there are no labor conflicts with any Pure Sub Employees that
  might reasonably be expected to have a Pure Material Adverse Effect. Pure Sub
  has not and will not enter into any written contracts of employment or
  consulting agreements other than as listed on Schedule 4.18. To the
  knowledge of Pure and Pure Sub, no Pure Sub Employee is in violation of any term
  of any employment contract, non-disclosure agreement, non-competition agreement
  or any other contract or agreement relating to the relationship of such employee
  with Pure or Pure Sub

     4.27      Benefit
  Plans. Except as set out in Schedule 4.27 neither Pure nor Pure Sub
  maintains any benefit, pension, profit sharing, life insurance, medical bonus,
  incentive plans, use of automobiles, credit cards, expense accounts, allowances,
  club memberships, sharing of costs or expenses, vacation or similar benefits for
  the benefit of any Pure Sub Employees (a “Pure Sub Benefit Plan”). All
  Pure Sub Benefit Plans comply, and have been administered or operated in
  compliance, in all material respects with all applicable laws.

     4.28      Intellectual
  Property. Pure and Pure Sub own no trademarks, trademark registrations or
  applications, service marks, trade names, copyrights, copyright registrations or
  applications, trade secrets, patents, inventions, industrial models, processes,
  designs, formulae or applications for patents.

     4.29      Real
  Property. Except as set forth on Schedule 4.29, Pure and Pure Sub do
  not own any real property.

     4.30      Environmental
  Matters.

          (a)     
  Except as set forth on Schedule 4.30, and except as would not,
  individually or in the aggregate, have a Pure Material Adverse Effect, to the
  knowledge of Pure and Pure Sub, (i) the ownership and operation of the Pure
  Properties is in compliance with all applicable Environmental Laws, (ii) there
  is no pollution or contamination of groundwater, surface water, soil or
  subsurface strata on the Pure Properties which is required to be remediated
  under applicable Environmental Laws, and (iii) Pure and Pure Sub are not liable
  for any Environmental Liabilities to which Doral or the Surviving Corporation
  will, after Closing, become subject.

          (b)     
  For purposes of this Agreement, “Environmental Laws” shall mean all
  applicable federal, state and local laws, statutes, rules, codes, ordinances,
  regulations, certificates, judgments, decrees, injunctions, writs, orders,
  directives, interpretations, licenses, permits and other authorizations of any
  governmental authority dealing with the protection of the environment,
  including, without limitation, the Clean Air Act, the Comprehensive
  Environmental Response, Compensation, and Liability Act of 1980, the Resource
  Conservation and Recovery Act of 1976, the Toxic Substances Control Act, the
  Hazardous & Solid Waste Amendments Act of 1984, the Superfund Amendments and
  Reauthorization Act of 1986, the Hazardous Materials Transportation Act, the Oil
  Pollution Act of 1990, the Federal Water Pollution Control Act, as amended by
  the Clean Water Act, and any state laws implementing or substantially equivalent
  to the foregoing laws, in each case as the same may be amended from time to
  time.

          (c)     
  For purposes of this Agreement, “Environmental Liabilities” shall mean
  any and all liabilities, responsibilities, claims, suits, damages, costs
  (including remedial, removal, response, abatement, clean-up, investigative or
  monitoring costs and any other related costs and expenses), other causes of
  action, damages, settlements, expenses, charges, assessments, liens, penalties,
  fines, prejudgment and post-judgment interest, attorney’s fees and other legal
  fees (i) pursuant to any agreement, order, consent, decree, injunction, judgment
  or similar documents (including settlements) arising out of any Environmental
  Laws, or (ii) pursuant to any claim by a governmental authority or other person
  for personal injury, property damage, damage to natural resources, remediation
  or payment or reimbursement of remediation costs incurred or expended by a
  governmental authority or any other person arising under any Environmental
  Laws.

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     4.31      Hedges. Pure and Pure Sub have not entered into any hedge contracts,
  futures contracts, swap contracts, option contracts or similar derivatives
  contracts which will be binding on Doral, the Surviving Corporation or the Pure
  Properties after Closing.

     4.32      Restrictions on Business Activities. There is no material agreement,
  judgment, injunction, order or decree binding upon Pure or Pure Sub which has or
  could reasonably be expected to have the effect of prohibiting or materially
  impairing any business practice of Pure Sub, any acquisition of property by Pure
  Sub or the conduct of business by Pure Sub as currently conducted or as
  currently proposed to be conducted by Pure Sub.

     4.33      Parachute Payments. Except as set forth on Schedule 4.33, neither
  the execution or delivery of this Agreement or any of the Merger Documents, nor
  the consummation of the transactions contemplated hereby or thereby, by Pure or
  Pure Sub will (a) result in any payment (including, without limitation,
  severance, unemployment compensation, golden parachute, change in control, bonus
  or otherwise) becoming due to any director, officer or employee of Pure or its
  subsidiaries under any director, officer, employee or shareholders agreement,
  benefit or rights plan (a “Plan”) or otherwise, (b) increase any benefits
  otherwise payable under any Plan, or (c) result in the acceleration of the time
  of payment or vesting of any such benefits, in each case for which Doral or the
  Surviving Corporation would be liable or obligated upon Closing.

     4.34      Related Party Transactions. Pure Sub is not indebted, directly or
  indirectly, to any of its officers, directors or shareholders or to any of the
  officers, directors or shareholders of Pure, or to their respective spouses or
  children, in any amount whatsoever; none of said officers, directors or
  shareholders, or any of their respective spouses or children, are indebted to
  Pure Sub or have any direct or indirect ownership interest in any firm or
  corporation with which Pure Sub has a business relationship, or any firm or
  corporation that competes with Pure Sub. Pure Sub is not a guarantor or
  indemnitor of any indebtedness of any other person, firm or corporation.

     4.35      No Brokers. Except as set forth on Schedule 4.35, Pure and Pure
  Sub have not incurred any obligation or liability to any party for any brokerage
  fees, agent's commissions, or finder's fees in connection with the transactions
  contemplated by this Agreement for which Doral or Doral Sub would be
  responsible.

     4.36      Minute Books. The corporate records and minute books of Pure Sub, all of
  which have been, or forthwith upon the execution of this Agreement by the
  parties hereto, will be provided to Doral and Doral Sub contain complete and
  accurate minutes of all meetings of their respective directors and shareholders
  held since incorporation, and original signed copies of all resolutions and
  bylaws duly passed or confirmed by their respective directors or shareholders
  other than at a meeting. All such meetings were duly called and held. The share
  certificate books, register of security holders, register of transfers and
  register of directors and any similar corporate records of Pure Sub are complete
  and accurate.

     4.37      Tax-Free Reorganization. To the knowledge of Pure and Pure Sub, neither
  Pure nor Pure Sub has taken or agreed to take any action that would prevent the
  Merger from constituting a tax free reorganization within the meaning of Section
  368(a) of the Code.

     4.38      Completeness of Disclosure. No representation or warranty by Pure or Pure
  Sub in this Agreement nor any certificate, schedule, statement, document or
  instrument furnished or to be furnished to Doral and Doral Sub pursuant hereto
  contains or will contain any untrue statement of a material fact or omits or
  will omit to state a material fact required to be stated herein or therein or
  necessary to make any statement herein or therein not materially misleading.

ARTICLE 5

  REPRESENTATIONS AND WARRANTIES OF DORAL
    AND DORAL SUB

     Doral and Doral Sub hereby
  covenant with, and jointly and severally represent and warrant to Pure and Pure
  Sub as follows, and acknowledge that Pure and Pure Sub are relying upon such
  representations, warranties and covenants in connection with the execution,
  delivery and performance of this Agreement, notwithstanding any investigation
  made by or on behalf of Pure or Pure Sub.

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     5.1      Organization and Good Standing. Doral and Doral Sub are duly organized,
  validly existing and in good standing under the laws of Nevada and have all
  requisite corporate power and authority to own, lease and to carry on their
  respective businesses as now being conducted. Doral is duly qualified to do
  business and is in good standing as a foreign corporation in each of the
  jurisdictions in which each owns property, leases property, does business, or is
  otherwise required to do so, where the failure to be so qualified would have a
  material adverse effect on the businesses, operations, or financial condition of
  Doral. Doral Sub has not carried on any business or acquired any assets or
  incurred any liabilities since its incorporation, other than by reason of the
  execution of this Agreement.

     5.2      Authority. Doral and Doral Sub have all requisite corporate power and
  authority to execute and deliver the Merger Documents to be signed by them and
  to perform their respective obligations thereunder and to consummate the
  transactions contemplated thereby. The execution and delivery of each of the
  Merger Documents by Doral and Doral Sub and the consummation by Doral and Doral
  Sub of the transactions contemplated thereby have been duly authorized by their
  respective boards of directors and no other corporate or shareholder proceedings
  on the part of Doral or Doral Sub are necessary to authorize such documents or
  to consummate the transactions contemplated thereby. This Agreement has been,
  and the remaining Merger Documents, when executed and delivered by Doral and
  Doral Sub as contemplated herein, will be, duly executed and delivered by Doral
  and Doral Sub and this Agreement, and the remaining Merger Documents, when
  executed and delivered by Doral and Doral Sub as contemplated herein, will be,
  valid and binding obligations of Doral and Doral Sub, enforceable in accordance
  with their respective terms, except (1) as may be limited by any applicable
  bankruptcy, insolvency, reorganization, moratorium or other laws of general
  application affecting the enforcement of creditors’ rights generally; (2) as may
  be limited by any applicable laws relating to the availability of specific
  performance, injunctive relief or other equitable remedies; and (3) as may be
  limited by public policy.

     5.3      Capitalization of Doral and Doral Sub.

          (a)     
  The entire authorized capital stock and other equity securities of Doral (the
  “Doral Stock”) consists of Two Billion (2,000,000,000) shares of Common
  Stock, with a par value of $0.001 per share (the “Doral Common Stock”).
  There are no preferred shares of Doral Stock authorized or outstanding. As of
  the date hereof, there are 135,933,086 shares of Doral Common Stock issued and
  outstanding. All of the issued and outstanding shares of Doral Stock have been
  duly authorized, are validly issued, were not issued in violation of any
  pre-emptive rights and are fully paid and non-assessable, are not subject to
  pre-emptive rights and were issued in full compliance with all federal, state
  and local laws, rules and regulations. Except as set forth on Schedule
    5.3(a), there are no outstanding options, warrants, subscriptions, phantom
  shares, conversion rights, or other rights, agreements, or commitments
  obligating Doral to issue any additional shares of Doral Stock, or any other
  securities convertible into, exchangeable for, or evidencing the right to
  subscribe for or acquire from Doral any shares of Doral Stock (each, a “Doral
    Stock Obligation”).

          (b)     
  The entire authorized capital stock and other equity securities of Doral Sub
  (the “Doral Sub Stock”) consists of 75,000,000 shares of common stock
  with a par value of $0.001 per share. There are 1,000 shares of Doral Sub Stock
  issued and outstanding. All of the issued and outstanding shares of Doral Sub
  Stock have been duly authorized, are validly issued, were not issued in
  violation of any pre-emptive rights and are fully paid and non-assessable, are
  not subject to pre-emptive rights and were issued in full compliance with all
  federal, state and local laws, rules and regulations. There are no outstanding
  options, warrants, subscriptions, phantom shares, conversion rights, or other
  rights, agreements or commitments obligating Doral Sub to issue any additional
  shares of Doral Sub Stock, or any other securities convertible into,
  exchangeable for, or evidencing the right to subscribe for or acquire from Doral
  Sub any shares of Doral Sub Stock. There are no agreements purporting to
  restrict the transfer of Doral Sub Stock and there are no voting agreements,
  voting trusts or other arrangements restricting or affecting the voting of the
  Doral Sub Stock.

     5.4      Validity of Doral Common Stock Issuable Upon the Merger. The shares of
  Doral Common Stock to be issued to the Pure Sub Stockholders upon consummation
  of the Merger in accordance with Section 2.1 of this Agreement will, when so issued in accordance with the
  terms of this Agreement, be duly and validly authorized, issued, fully paid and
  non-assessable.

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     5.5      Title
  to Doral Sub Stock. Doral owns all of the issued and outstanding shares of
  Doral Sub Stock as the legal and beneficial owner thereof, with good and
  marketable title thereto, free and clear of all encumbrances. 

     5.6      Subsidiaries.
  Except as set forth on Schedule 5.6, neither Doral nor Doral Sub has any
  subsidiaries or agreements of any nature to acquire any subsidiary or to acquire
  or lease any other business operations and will not prior to the Closing Date
  acquire, or agree to acquire, any subsidiary or business without the prior
  written consent of Pure.

     5.7      Noncontravention.
  Except as set forth on Schedule 5.7, neither the execution, delivery or
  performance of the Merger Documents, nor the consummation of the Merger,
  will:

          (a)      Conflict
  with, result in a violation of, cause a default under (with or without notice,
  lapse of time or both) or give rise to a right of termination, amendment,
  cancellation or acceleration of any obligation contained in or the loss of any
  material benefit under, or result in the creation of any lien, security
  interest, charge or encumbrance upon any of the material properties or assets of
  Doral or Doral Sub under any term, condition or provision of any loan or credit
  agreement, note, debenture, bond, mortgage, indenture, lease or other agreement,
  instrument, permit, license, judgment, order, decree, statute, law, ordinance,
  rule or regulation applicable to Doral or Doral Sub or any of their respective
  property or assets;

          (b)      Violate
  any provision of the articles of incorporation or bylaws of Doral or Doral Sub;
  or

          (c)      Violate
  any order, writ, injunction, decree, statute, rule, or regulation of any court
  or governmental or regulatory authority applicable to Doral or Doral Sub or any
  of their respective property or assets.

     5.8      Actions
  and Proceedings. There is no claim, charge, arbitration, grievance, action,
  suit, investigation or proceeding by or before any court, arbiter,
  administrative agency or other governmental authority now pending or, to the
  best knowledge of Doral and Doral Sub, threatened against Doral or Doral Sub
  which involves any of the business, or the properties or assets of Doral or
  Doral Sub that, if adversely resolved or determined, would have a material
  adverse effect on the business, operations, assets, properties, prospects or
  conditions of Doral or Doral Sub taken as a whole (a “Doral Material Adverse
    Effect”). To Doral and Doral Sub’s knowledge, there is no reasonable basis
  for any claim or action that, if asserted, would have a Doral Material Adverse
  Effect.

     5.9      Compliance.

          (a)      To
  Doral and Doral Sub’s knowledge, Doral and Doral Sub are in material compliance
  with, are not in default or violation in any material respect under, any
  statute, law, ordinance, regulation, rule, decree or other applicable regulation
  to the business or operations of Doral and Doral Sub. Doral and Doral Sub have
  not been charged with and have not received any written notice at any time of
  any material violation by it of, any statute, law, ordinance, regulation, rule,
  decree or other applicable regulation to the business or operations of Doral and
  Doral Sub.

          (b)      Doral
  and Doral Sub have duly filed all reports and returns required to be filed by
  them with governmental authorities and have obtained all material governmental
  permits and other governmental consents, except as may be required after the
  execution of this Agreement. All of such permits and consents are in full force
  and effect, and no proceedings for the suspension or cancellation of any of
  them, and no investigation relating to any of them, is pending or to the
  knowledge of Doral and Doral Sub, threatened, and none of them will be adversely
  affected by the consummation of the transactions contemplated hereby.

          (c)      To
  the knowledge of Doral and Doral Sub, the execution, delivery and performance by
  Doral and Doral Sub of the transactions contemplated in this Agreement do not
  violate any law, rule, regulation, ordinance, judgment, decree or order
  to which Doral, Doral Sub or the Doral Properties are bound.

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     5.10      Filings,
  Consents and Approvals. Except for any filings required by applicable
  securities laws, the filing of the Articles of Merger pursuant to the Nevada Law
  and the approval of Pure and the general and limited partners of Pure, and
  further provided that the representations and warranties contained in this
  Agreement are accurate, true and correct, no filing or registration with, no
  notice to and no permit, authorization, consent, or approval of any public or
  governmental body or authority or other person or entity is necessary for, and
  there are no preferential rights applicable to, the consummation by Doral and
  Doral Sub of the transactions contemplated by this Agreement.

     5.11      Financial
  Statements. The audited and unaudited interim financial statements of Doral
  (collectively, the “Doral Financial Statements”) as filed with the United
  States Securities and Exchange Commission (the “SEC”) and/or listed on Schedule 5.11 (a) have been prepared using the books and records of
  Doral, (b) fairly and accurately present the financial condition of Doral as of
  the respective dates indicated and the results of operations for such periods,
  and (c) have been prepared in accordance with GAAP applied on a consistent basis
  (except as may be indicated on the notes thereto and subject, to normal and
  recurring year-end adjustments). Except as disclosed in Schedule 5.11 or
  in Doral’s filings with the SEC, Doral has not received any advice or
  notification from its independent certified public accountants that Doral has
  used any improper accounting practice that would have the effect of not
  reflecting or incorrectly reflecting in the Doral Financial Statements or the
  books and records of Doral, any properties, assets, liabilities, revenues, or
  expenses. The books, records, and accounts of Doral accurately and fairly
  reflect, in reasonable detail, the transactions, assets, and liabilities of
  Doral. Doral and Doral Sub have not engaged in any transaction, maintained any
  bank account, or used any funds of Doral or Doral Sub, except for transactions,
  bank accounts, and funds which have been and are reflected in the normally
  maintained books and records of Doral and Doral Sub.

     5.12      Absence
  of Undisclosed Liabilities. Except as set forth on Schedule 5.12,
  Doral and Doral Sub have no liabilities or obligations either direct or
  indirect, matured or unmatured, absolute, contingent or otherwise, which:

          (a)      are
  not set forth in the Doral Financial Statements or have not heretofore been paid
  or discharged;

          (b)      did
  not arise in the regular and ordinary course of business under any agreement,
  contract, commitment, lease or plan specifically disclosed (or are not required
  to be disclosed in accordance with GAAP); or

          (c)      have
  not been incurred in amounts and pursuant to practices consistent with past
  business practice, in or as a result of the regular and ordinary course of its
  business since the date of the Doral Financial Statements.

     For purposes of this Agreement,
  the term “liabilities” includes, any direct or indirect indebtedness, guaranty,
  endorsement, claim, loss, damage, deficiency, cost, expense, obligation or
  responsibility, fixed or unfixed, known or unknown, liquidated or unliquidated,
  secured or unsecured, perfected or unperfected.

     5.13      Absence
  of Certain Changes or Events. Except as otherwise disclosed in Doral’s
  filings made with the SEC as of the date thereof or as set forth on Schedule
    5.13, since July 31, 2010, Doral has not:

          (a)      incurred
  any liabilities, other than liabilities incurred in the ordinary course of
  business consistent with past practice, or discharged or satisfied any lien or
  encumbrance, or paid any liabilities, other than in the ordinary course of
  business consistent with past practice, or failed to pay or discharge when due
  any liabilities of which the failure to pay or discharge has caused or will
  cause any Doral Material Adverse Effect;

          (b)      sold,
  encumbered, assigned or transferred any fixed assets or properties (other than
  inventory in the ordinary course of business) which would have been included in
  the assets of Doral;

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          (c)      created,
  incurred, assumed or guaranteed any indebtedness for money borrowed, or
  mortgaged, pledged or subjected any of the assets or properties of Doral to any
  mortgage, lien, pledge, security interest, conditional sales contract or other
  encumbrance of any nature whatsoever;

          (d)      made
  or suffered any amendment or termination of any material agreement, contract,
  commitment, lease or plan to which it is a party or by which it is bound, or
  cancelled, modified or waived any substantial debts or claims held by it or
  waived any rights of substantial value;

          (e)      declared,
  set aside or paid any dividend or made or agreed to make any other distribution
  or payment in respect of its capital shares or redeemed, purchased or otherwise
  acquired or agreed to redeem, purchase or acquire any of its capital shares or
  equity securities;

          (f)      suffered
  any damage, destruction or loss, whether or not covered by insurance, materially
  and adversely its business, operations, assets, properties or prospects;

          (g)      suffered
  any material adverse change in its business, operations, assets, properties,
  prospects or condition (financial or otherwise);

          (h)      received
  notice or had knowledge of any actual or threatened labor trouble, termination,
  resignation, strike or other occurrence, event or condition of any similar
  character which has had or might have a Doral Material Adverse Effect;

          (i)      made
  commitments or agreements for capital expenditures or capital additions or
  betterments exceeding in the aggregate $50,000, except such as may be involved
  in ordinary repair, maintenance or replacement of its assets;

          (j)      increase
  the salaries or other compensation of, or made any advance (excluding advances
  for ordinary and necessary business expenses) or loan to, any of its employees
  or made any increase in, or any addition to, other benefits to which any of its
  employees may be entitled;

          (k)      changed
  any of the accounting principles followed or the methods of applying such
  principles;

          (l)      entered
  into any transaction other than in the ordinary course of business consistent
  with past practice; or

          (m)      agreed,
  whether in writing or orally, to do any of the foregoing.

     5.14      SEC
  Filings.

          (a)      Doral
  has furnished or made available to Pure and Pure Sub a true and complete copy of
  each report, schedule, registration statement and proxy statement filed by Doral
  with the SEC since the inception of Doral (as such documents have since the time
  of their filing been amended, the "Doral SEC Documents"). Doral has filed
  with the SEC all documents required to have been filed pursuant to the
  Securities Act and the United States Securities Exchange Act of 1934, as amended
  (the “Exchange Act”). Except as disclosed in the Doral SEC Documents, as
  of their respective dates, the Doral SEC Documents complied in all material
  respects with the requirements of the Securities Act, or the Exchange Act, as
  the case may be, and the rules and regulations of the SEC thereunder applicable
  to such Doral SEC Documents, and none of Doral SEC Documents contained any
  untrue statement of a material fact or omitted to state a material fact required
  to be stated therein or necessary to make the statements therein, in light of
  the circumstances under which they were made, not misleading. No event since the
  date of the last Doral SEC Document has occurred that would require Doral to
  file a current report on Form 8-K other than the execution of this
  Agreement.

          (b)      The
  Chief Executive Officer and Chief Financial Officer of Doral have made all
  certifications (without qualification or exceptions to the matters certified)
  required by, and would be able to make such certifications (without
  qualification or exception to the matters certified) as of the date hereof and
  as of the Closing Date as if required to be made as of such dates pursuant to,
  the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley
    Act”), and related rules and regulations promulgated by the SEC, and the
  statements contained in such certifications are complete and correct. Neither
  Doral nor its officers has received notice from any governmental entity
  questioning or challenging the accuracy, completeness, form or manner of filing
  or submission of such certification. Doral is otherwise in substantial
  compliance with all applicable provisions of the Sarbanes-Oxley Act and the
  applicable listing and quotation standards, if any, of the over-the-counter
  bulletin board market maintained by The Nasdaq Stock Market, Inc.

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     5.15      Tax
  Matters.

          (a)      As
  of the date hereof, (i) Doral and Doral Sub have timely filed all Tax returns
  which are required to be filed on or prior to the date hereof, taking into
  account any extensions of the filing deadlines which have been validly granted
  to them; and (ii) all such returns are true and correct in all material
  respects.

          (b)      To
  Doral’s knowledge, Doral and Doral Sub have paid all Taxes that have become or
  are due with respect to any period ended on or prior to the date hereof, and has
  established an adequate reserve therefore on its balance sheet for those Taxes
  not yet due and payable.

          (c)      Doral
  and Doral Sub are not presently under, nor has Doral and Doral Sub received
  notice of, any contemplated investigation or audit by the Internal Revenue
  Service or any foreign or state taxing authority concerning any fiscal
  year or period ended prior to the date hereof.

          (d)      All
  Taxes required to be withheld on or prior to the date hereof from employees for
  income Taxes, social security Taxes, unemployment Taxes and other similar
  withholding Taxes have been properly withheld and, if required on or prior to
  the date hereof, have been deposited with the appropriate governmental
  agency.

          (e)      Doral
  and Doral Sub are not a party to any Tax-sharing agreements or similar contracts
  or arrangements.

          5.16      Reserve
  Reports. All information (including statement of the percentage of reserves
  from the oil and gas wells and other interests evaluated therein to which Doral
  are entitled and the percentage of the costs and expenses related to such wells
  or interests to be borne by Doral) supplied to Joe C. Neal & Associates by
  or on behalf of Doral that was material to such firm’s estimate of proved oil
  and gas reserves attributable to the Doral Properties in connection with the
  preparation of the proved oil and gas reserve reports concerning the Doral
  Properties as of August 1, 2010 and dated August 24, 2010 and prepared by such
  engineering firm (the “Doral Reserve Report”) was true and correct in all
  material respects and Doral has no knowledge of any material errors in such
  information that existed at the time of such issuance or as of the date hereof.
  Doral is not aware of any material errors contained in the Doral Reserve
  Report.

     5.17      Title
  to Assets. Doral has good and marketable title to the Doral Properties free
  and clear of all Encumbrances except for those Encumbrances set out in Schedule 5.17. Except as set out in Schedule 5.17, no
  person has any outstanding option or right, or any interest capable of becoming
  a right or option to acquire any of the Doral Properties or any part
  thereof.

     5.18      Rights
  to Production. Except as disclosed in Schedule 5.18, no person has
  any call upon, option to purchase or similar rights with respect to any portion
  of the production of Doral Hydrocarbons from the Doral Properties from and after
  the Closing Date.

     5.19      Well
  Abandonment. Except as set forth in Schedule 5.19, there are no wells
  located on the Doral Leases that (i) are shut-in or incapable of producing for
  which Doral has any current plugging or abandonment obligation, or (ii) have
  been plugged or abandoned in a manner that does not comply in all material
  respects with applicable law.

     5.20      Gas
  or Pipeline Imbalances. With respect to the Doral Operated Properties, to
  the knowledge of Doral, except as disclosed in Schedule 5.20, as of the
  date hereof, there are not, and as of the Closing Date, there will not be, any
  material wellhead, pipeline or plant imbalances attributable to any of the Doral
  Operated Properties.

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     5.21      Sale
  of Hydrocarbons. With respect to the Doral Operated Properties, Doral does
  not have any outstanding obligations to deliver natural gas, natural gas liquids
  or other Doral Hydrocarbons produced from or attributable to the Doral
  Properties in the future, without then or thereafter being entitled to receive
  full value therefor.

     5.22      Payment
  of Royalties. With respect to the Doral Operated Properties, all rentals,
  royalties, shut-in royalties, overriding royalties and other payments due and
  owing by Doral to or with respect to the Doral Properties have been properly and
  timely paid.

     5.23      Condemnation.
  To the knowledge of Doral, there are no pending actual or threatened taking
  (whether permanent, temporary, whole or partial) of any part of the Doral
  Properties by reason of condemnation or threat of condemnation.

     5.24      Receipt
  of Payments for Production. Doral has received its net revenue interest
  shares, as shown in Schedule 5.16, of proceeds from the sale of Doral
  Hydrocarbons, without suspense, counterclaim or set-off.

     5.25      Contracts
  and Commitments.

          (a)      Schedule
  5.25 set forth the material agreements, contracts, mortgages, indentures and
  leases to which Doral is a party or to which it is bound, including, without
  limitation, the Doral Hydrocarbon Contracts (each, a “Doral Material
    Contract” and collectively, the “Doral Material Contracts”).

          (b)      Each
  Doral Material Contract is valid and binding and is in full force and effect,
  and Doral has not, nor to Doral’s knowledge has any third party, breached any
  material provision of, or is in default under the terms of, any such Doral
  Material Contract.

          (c)      Except
  as set forth in Schedule 5.25, there are no written or agreed to
  commitments to make capital expenditures with respect to any of the Doral
  Properties which will individually require expenditures after the Closing Date
  in excess of $50,000 net to Doral’s respective interest, as the case may be.
  With respect to the Doral Operated Properties, there are no contractual
  obligations of Doral or Doral Sub that require the drilling of additional wells
  or other material development operations in order to earn or continue to hold,
  all or any portion of the Doral Properties.

     5.26      Insurance.
  The Doral Properties and all assets, properties and operations are insured under
  various policies of general liability and other forms of insurance as described
  on Schedule 5.26. All such policies are in full force and effect in
  accordance with their terms, no notice of cancellation has been received, and
  there is no existing default by Doral or any event which, with the giving of
  notice, the lapse of time or both, would constitute a default thereunder. All
  premiums to date have been paid in full.

     5.27      Employees
  and Consultants. Schedule 5.27 lists the name, title or position of
  each employee or consultant of Doral or who will, on Closing, be remain as an
  employee or consultant of Doral (collectively, the “Doral Employees”).
  All Doral Employees have been paid all salaries, wages, income and any other sum
  due and owing to them by Doral as at the end of the most recent completed pay
  period. All amounts required to be withheld by Doral from employees’ salaries or
  wages and paid to any governmental or taxing authority have been so withheld and
  paid or remitted. Except as disclosed in Schedule 5.27, to the knowledge of
  Doral, there are no labor conflicts with any Doral Employees that might
  reasonably be expected to have a Doral Material Adverse Effect. Doral has not
  and will not enter into any written contracts of employment or consulting
  agreements other than as listed on Schedule 5.27. To the knowledge of
  Doral, no Doral Employee is in violation of any term of any employment contract,
  non-disclosure agreement, non-competition agreement or any other contract or
  agreement relating to the relationship of such employee with Doral. 

     5.28      Benefit
  Plans. Except as set out in Schedule 5.28 Doral does not maintain any
  benefit, pension, profit sharing, life insurance, medical bonus, incentive
  plans, use of automobiles, credit cards, expense accounts, allowances, club
  memberships, sharing of costs or expenses, vacation or similar benefits for the
  benefit of any Doral Employees (a “Doral Benefit Plan”). All Doral
  Benefit Plans comply, and have been administered or operated in compliance, in
  all material respects with all applicable laws.

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     5.29      Intellectual
  Property. Doral owns no trademarks, trademark registrations or applications,
  service marks, trade names, copyrights, copyright registrations or applications,
  trade secrets, patents, inventions, industrial models, processes, designs,
  formulae or applications for patents.

     5.30      Real
  Property. Doral does not own any real property.

     5.31      Environmental
  Matters. Except as set forth on Schedule 5.31, and except as would
  not, individually or in the aggregate, have a Doral Material Adverse Effect, to
  the knowledge of Doral, (i) the ownership and operation of the Doral Properties
  is in compliance with all applicable Environmental Laws, (ii) there is no
  pollution or contamination of groundwater, surface water, soil or subsurface
  strata on the Doral Properties which is required to be remediated under
  applicable Environmental Laws, and (iii) Doral are not liable for any
  Environmental Liabilities to which Doral or the Surviving Corporation will,
  after Closing, become subject.

     5.32      Hedges.
  Doral has not entered into any hedge contracts, futures contracts, swap
  contracts, option contracts or similar derivatives contracts which will be
  binding after Closing.

     5.33      Restrictions
  on Business Activities. Except as set forth on Schedule 5.25, here is
  no material agreement, judgment, injunction, order or decree binding upon Doral
  or Doral Sub which has or could reasonably be expected to have the effect of
  prohibiting or materially impairing any business practice of Doral after the
  Closing.

     5.34      Parachute
  Payments. Except as set forth on Schedule 5.34, neither the execution
  or delivery of this Agreement or any of the Merger Documents, nor the
  consummation of the transactions contemplated hereby or thereby, by Doral or
  Doral Sub will (a) result in any payment (including, without limitation,
  severance, unemployment compensation, golden parachute, change in control, bonus
  or otherwise) becoming due to any director, officer or employee of Doral or its
  subsidiaries under any director, officer, employee or shareholders agreement,
  benefit or rights plan (a “Plan”) or otherwise, (b) increase any benefits
  otherwise payable under any Plan, or (c) result in the acceleration of the time
  of payment or vesting of any such benefits, in each case for which Doral or the
  Surviving Corporation would be liable or obligated upon Closing.

     5.35      Related
  Party Transactions. Except as set forth on Schedule 5.35, Doral and
  Doral Sub are not indebted, directly or indirectly, to any of its officers,
  directors or shareholders or to any of the officers, directors or shareholders
  of Doral, or to their respective spouses or children, in any amount whatsoever;
  none of said officers, directors or shareholders, or any of their respective
  spouses or children, are indebted to Doral or Doral Sub or have any direct or
  indirect ownership interest in any firm or corporation with which Doral or Doral
  Sub has a business relationship, or any firm or corporation that competes with
  Pure Sub.

     5.36      No
  Brokers. Except as set forth on Schedule 5.36, Doral and Doral Sub
  have not incurred any obligation or liability to any party for any brokerage
  fees, agent's commissions, or finder's fees in connection with the transactions
  contemplated by this Agreement for which Pure, Pure Sub or the Surviving
  Corporation would be responsible.

     5.37      Minute
  Books. The minute books of Doral and Doral Sub provided to Pure contain a
  complete summary of all meetings of directors and shareholders since the time of
  incorporation of such entities and reflect all transactions referred to in such
  minutes accurately in all material respects.

     5.38      Tax-Free
  Reorganization. To the knowledge of Doral and Doral Sub, neither Doral nor
  Doral Sub has taken or agreed to take any action that would prevent the Merger
  from constituting a reorganization within the meaning of Section 368(a) of the
  Code.

     5.39      Completeness
  of Disclosure. No representation or warranty by Doral or Doral Sub in this
  Agreement nor any certificate, schedule, statement, document or instrument
  furnished or to be furnished to Pure Sub pursuant hereto contains or will
  contain any untrue statement of a material fact or omits or will omit to state a
  material fact required to be stated herein or therein or necessary to make any
  statement herein or therein not materially misleading.

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ARTICLE 6

  CLOSING CONDITIONS

     6.1      Conditions
  Precedent to Closing by Doral and Doral Sub. The obligations of Doral and
  Doral Sub to consummate the Merger are subject to the satisfaction of the
  conditions set forth below, unless any such condition is waived by Doral and
  Doral Sub at Closing. The Closing of the transactions contemplated by this
  Agreement will be deemed to mean a waiver of all conditions to Closing. These
  conditions are for the sole benefit of Doral and Doral Sub and may be waived by
  them at their sole discretion.

          (a)      Restructuring
  of Pure. Prior to the Closing Date, Pure will transfer to Pure Sub all of
  Pure’s assets including, without limitation, all of the Pure Properties
  (including any Pure Properties not currently known to Pure), all contracts,
  leases, equipment, inventory, fixtures, records, files, logs, opinions, orders,
  and related materials (collectively, the “Pure Assets”). The
  consideration to be paid by Pure Sub for Pure Assets shall consist solely of
  shares of Pure Sub common stock and the assumption of all liabilities of Pure
  related to the Pure Assets (the “Pure Assumed Liabilities”).

          (b)      Representations
  and Warranties. The representations and warranties of Pure and Pure Sub set
  forth in this Agreement will be true, correct and complete in all respects as of
  the Closing Date, as though made on and as of the Closing Date and Pure and Pure
  Sub will have delivered to Doral and Doral Sub a certificate dated as of the
  Closing Date, to the effect that the representations and warranties made by Pure
  and Pure Sub in this Agreement are true and correct in all material
  respects.

          (c)      Performance.
  All of the covenants and obligations that Pure and Pure Sub is required to
  perform or to comply with pursuant to this Agreement at or prior to the Closing
  must have been performed and complied with in all material respects.

          (d)      Approval
  by Pure; Pure Debenture Holders. Pure, Pure GP and limited partners holding
  a majority of the limited partnership interests of each class of limited
  partners of Pure, and the Pure Sub Stockholders will have approved and adopted
  this Agreement and the Merger, and either (i) holders of Pure’s 71/2% Debentures
  Series 2005 (the “Pure Debentures”) shall have approved this Agreement
  and the transactions contemplated herein, as provided for under the terms of the
  Pure Debentures, or (ii) Pure shall have delivered to Doral and Doral Sub an
  opinion of legal counsel acceptable to Doral and Doral Sub, to the effect that
  the approval of the holders of the Pure Debentures is not required under the
  terms of the Pure Debentures.

          (e)      Merger
  Documents. This Agreement and all other Merger Documents necessary or
  reasonably required to consummate the Merger, all in form and substance
  reasonably satisfactory to Doral and Doral Sub, will have been executed and
  delivered to Doral and Doral Sub.

          (f)      Secretary's
  Certificate – Pure Sub. Doral and Doral Sub will have received a certificate
  of the Secretary of Pure Sub attaching (i) a copy of Pure Sub's Articles of
  Incorporation, as amended through the Closing Date certified by the Secretary of
  State of the State of Nevada; (ii) a true and correct copy of Pure Sub's bylaws,
  as amended; (iii) certified copies of resolutions duly adopted by the Board of
  Directors of Pure Sub and the Pure Sub Stockholders approving the execution and
  delivery of this Agreement and the other Merger Documents and the consummation
  of the Merger and the other transactions contemplated hereby and thereby; and
  (iv) a certificate as to the incumbency and signatures of the officers of Pure
  Sub executing this Agreement and the Merger Documents executed on the Closing
  Date as contemplated by this Agreement.

          (g)      Pure
  Legal Opinion. Pure and Pure Sub shall have delivered to Doral and Doral Sub
  a favorable opinion of legal counsel acceptable to Doral and Doral Sub,
  addressed to, among others, Doral and Doral Sub substantially in the form of the
  opinion acceptable to Doral.

          (h)      Exercise
  of Appraisal Rights. No holders of the issued and outstanding shares of Pure
  Sub Common Stock will have exercised appraisal rights under the Texas Business
  Organization Code as dissenting shareholders.

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          (i)      Supplement
  to Disclosure Schedules. Any additional disclosures made in the supplemental
  Disclosure Schedules of Pure made pursuant to Section 8.3 of this Agreement will
  be acceptable to Doral and Doral Sub in their sole discretion.

          (j)      Third
  Party Consents. Pure Sub will have received duly executed copies of all
  third-party consents and approvals contemplated by the Merger Documents, in form
  and substance reasonably satisfactory to Doral and Doral Sub.

          (k)      No
  Material Adverse Change. No Pure Material Adverse Effect will have occurred
  since the date of this Agreement.

          (l)      No
  Action. No suit, action, or proceeding will be pending or threatened before
  any governmental or regulatory authority wherein an unfavorable judgment, order,
  decree, stipulation, injunction or charge would (i) prevent the consummation of
  any of the transactions contemplated by this Agreement, or (ii) cause the
  transactions to be rescinded following consummation.

          (m)      Financial
  Statements. Pure and Pure Sub will have provided to Doral and Doral Sub such
  financial statements as are, in the opinion of Doral’s auditors, required to
  permit Doral to make the necessary filings with the SEC under the Exchange Act,
  in connection with the Merger, including, but not limited to, audited financial
  statements for the fiscal years ended December 31, 2009 and 2008 and unaudited
  interim financial statements for the interim period ended September 30,
  2010.

          (n)      Fairness
  Opinion. Doral will have received an opinion from financial advisors
  acceptable to Doral, in its sole discretion, to the effect that, as of the date
  of this Agreement and, based on the qualifications set forth in such opinion,
  that the Merger is fair, from a financial standpoint, to the stockholders of
  Doral (not including Pure or Pure Sub).

          (o)      Employment
  and Non-Compete Agreements. Larry Risley and E. Willard Gray, II shall have
  executed employment and non-compete agreements, in such forms as are acceptable
  to the parties.

          (p)      Partner
  Certificates. Each of the general and limited partners of Pure shall have
  duly and validly completed, executed and delivered to Doral a Partner
  Certificate in the form attached as Schedule 6.1(p) .

     6.2      Conditions
  Precedent to Closing by Pure and Pure Sub. The obligation of Pure and Pure
  Sub to consummate the Merger is subject to the satisfaction of the conditions
  set forth below, unless such condition is waived by Pure and Pure Sub at the
  Closing. The Closing of the Merger will be deemed to mean a waiver of all
  conditions to Closing. These conditions are for the sole benefit of Pure and
  Pure Sub and may be waived by Pure and Pure Sub at its sole discretion.

          (a)      Reverse
  Split. Prior to the Closing Date, Doral shall complete a 1-for-55 reverse
  split of its authorized and issued and outstanding shares of common stock (the
  “Reverse Stock Split”).

          (b)      Representations
  and Warranties. The representations and warranties of Doral and Doral Sub
  set forth in this Agreement will be true, correct and complete in all respects
  as of the Closing Date, as though made on and as of the Closing Date and Doral
  and Doral Sub will have delivered to Pure Sub certificates dated as of the
  Closing Date, to the effect that the representations and warranties made by
  Doral and Doral Sub in this Agreement are true and correct.

          (c)      Performance.
  All of the covenants and obligations that Doral and Doral Sub are required to
  perform or to comply with pursuant to this Agreement at or prior to the Closing
  must have been performed and complied with in all material respects. Doral and
  Doral Sub must have delivered each of the documents required to be delivered by
  each of them pursuant to this Agreement.

          (d)      Approval
  by Doral Directors and Doral Sub Stockholders. The Doral Board of Directors
  and the Doral Sub Stockholders will have approved and adopted this Agreement and
  the Merger as required by the Nevada Law.

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          (e)      Merger
  Documents. This Agreement and all other Merger Documents necessary or
  reasonably required to consummate the transaction contemplated by this
  Agreement, all in form and substance reasonably satisfactory to Pure Sub, will
  have been executed and delivered by Doral and Doral Sub, as applicable.

          (f)      Form
  D Filing. Doral shall have filed with the SEC, on Form D, a Notice of Exempt
  Offering of Securities, for the issuance of the Doral Merger Shares to Pure.

          (g)      Secretary's
  Certificate – Doral. Pure Sub will have received a certificate of the
  Secretary of Doral attaching (a) a copy of Doral's Articles of Incorporation, as
  amended through the Closing Date, certified by the Secretary of State of the
  State of Nevada; (b) a true and correct copy of Doral's bylaws, as amended; (c)
  certified copies of resolutions duly adopted by the Board of Directors of Doral
  approving the execution and delivery of this Agreement and the other Merger
  Documents and the consummation of the Merger and the other transactions
  contemplated hereby and thereby; and (d) a certificate as to the incumbency and
  signatures of the officers of Doral executing this Agreement and the Merger
  Documents executed by Doral on the Closing Date as contemplated by this
  Agreement.

          (h)      Supplement
  to Disclosure Schedules. Any additional disclosures made in the supplemental
  Disclosure Schedules of Doral or Doral Sub made pursuant to Section 8.3 of this
  Agreement will be acceptable to Pure Sub in its sole discretion.

          (i)      Third
  Party Consents. Pure Sub will have received duly executed copies of all
  third-party consents and approvals contemplated by the Merger Documents, in form
  and substance reasonably satisfactory to Pure Sub.

          (j)      No
  Material Adverse Effect. No event will have occurred since the date of this
  Agreement that has had a Doral Material Adverse Effect. 

          (k)      No
  Action. No suit, action, or proceeding will be pending or threatened before
  any governmental or regulatory authority wherein an unfavorable judgment, order,
  decree, stipulation, injunction or charge would (i) prevent consummation of any
  of the transactions contemplated by this Agreement; or (ii) cause the
  transactions to be rescinded following consummation.

          (l)      Doral
  Legal Opinion. Doral and Doral Sub shall have delivered to Pure and Pure Sub
  a favorable opinion of legal counsel acceptable to Pure and Pure Sub, addressed
  to, among others, Pure and Pure Sub substantially in the form of the opinion
  acceptable to Pure.

          (m)      Alamo
  Waiver. Doral shall have received evidence satisfactory to Pure and Pure Sub
  that Alamo Resources, LLC (“Alamo”) will not exercise or has waived any
  of its rights (the “Alamo Right”) with respect to any Pure Properties as
  provided in that certain Purchase and Sale Agreement dated April 30, 2010
  entered into by and between Doral and Alamo. The parties agree that the value
  attributable to the Pure Properties subject to the Alamo Right shall be the
  value set forth in the letter Doral delivered to Alamo dated October 9,
  2010.

          (n)      D&O
  Insurance. Doral shall have procured directors and officers liability
  insurance, effect from and after the Closing, providing for insurance coverage
  at rates acceptable to Pure.

          (o)      Title
  Work. Doral shall have delivered to Pure and Pure Sub title work reasonably
  satisfactory to Pure and Pure Sub with respect to those oil and gas properties
  acquired by Doral pursuant to that Purchase and Sale Agreement amongst John R.
  Stearns and John R. Stearns Jr. (as sellers) and Doral (as buyer) dated June 14,
  2010.

22 of 28





ARTICLE 7

ACTS TO BE TAKEN AFTER CLOSING

     7.1      Actions
  Post-Closing. As soon as practicable after the Closing, Doral, Doral Sub,
  Pure and Pure Sub covenant and agree with each other to:

          (a)     
  File with the SEC a current report on Form 8-K and any filings required to be
  filed by it under the Exchange Act, the Securities Act or any other federal or
  blue sky or related laws relating to the consummation of the Merger for
  Doral;

          (b)
  Change the name of Doral to “Cross-Border Resources, Inc.”

          (c)      Surviving
  Corporation shall release its liens on Doral’s assets related to the $250,000
  secured loan Pure made to Doral pursuant to that certain Loan and Security
  Agreement dated September 23, 2010.

     7.2      Adjustment
  to Merger Consideration. Notwithstanding Section 10.2 or any other provision
  contained in this Agreement, if after the Effective Time but prior to the
  Adjustment Termination Date, it is discovered or uncovered that there is a
  Pre-Existing Undisclosed Doral Stock Obligation, Doral shall issue to Pure or,
  if Pure has completed the Permitted Distribution (subject to receipt of all
  Partner Certificates), to the general and limited partners of Pure (pro rata to
  the number of Doral Merger Shares distributed to them), additional Doral Merger
  Shares (the “Additional Merger Shares”) so that the total number of Doral
  Merger Shares issued at Closing, plus any Additional Merger Shares issued
  pursuant to this Section 7.2, is equal to approximately 80% of the sum of (i)
  the total number shares of Doral Stock outstanding on Closing (inclusive of the
  Doral Merger Shares issued on Closing and calculated assuming that all of the
  Doral Stock Obligations existing as of Closing, including all Pre-Existing
  Undisclosed Doral Stock Obligations, have been exercised), and (ii) all
  Additional Merger Shares issued pursuant to this Section.

For purposes of this Section:

          (a)      “Adjustment
  Termination Date” means the earlier of (i) the date that is twelve (12)
  months after the Effective Date and (ii) the first date after the Effective
  Date, if any, that Doral completes a sale of any of its equity securities, other
  than a sale or issuance of its equity securities: (A) arising out of a
  Pre-Existing Undisclosed Doral Stock Obligation, (B) made pursuant to any
  employee or consultant incentive plan or any rights, options, warrants or other
  securities issued pursuant to any employee or consultant incentive plan, (C) in
  connection with settlement of the Pure Debentures, or (D) in connection with
  settlement of Doral’s indebtedness to Little Bay Consulting SA or Green Shoe
  Investments Ltd. as described in Doral’s financial statements for the year ended
  July 31, 2010, as filed with Doral’s Annual Report on Form 10-K for the year
  then ended ; and

          (b)      “Pre-Existing
  Undisclosed Doral Stock Obligation” means a Doral Stock Obligation that was
  in existence as of the Closing and not previously disclosed in the Schedules to
  this Agreement pursuant to the provisions of this Agreement.

ARTICLE 8

  PRE-CLOSING COVENANTS OF THE
    PARTIES

     8.1      Access
  and Investigation. Between the date of this Agreement and the Closing Date,
  Pure, Pure Sub, Doral, and Doral Sub, will, and will cause each of their
  respective representatives to, (a) afford the other and its representatives full
  and free access to its personnel, properties, contracts, books and records, and
  other documents and data, (b) furnish the other and its representatives with
  copies of all such contracts, books and records, and other existing documents
  and data as required by this Agreement and as the other may otherwise reasonably
  request, and (c) furnish the other and its representatives with such additional
  financial, operating, and other data and information as the other may reasonably
  request. All of such access, investigation and communication by a party and its
  representatives will be conducted during normal business hours and in a manner
  designed not to interfere unduly with the normal business operations of the
  other party. Each party will instruct its auditors to cooperate with the other
  party and its representatives in connection with such investigations.

23 of 28





     8.2      Confidentiality.
  All information regarding the business of (i) Pure and Pure Sub on the one hand
  (the “Pure Confidential Information”) and (ii) Doral and Doral Sub on the
  other hand (the “Doral Confidential Information”) will be kept in strict
  confidence by the other (the “Receiving Party”) and will not be used
  (except in connection with due diligence), dealt with, exploited or
  commercialized by the Receiving Party or disclosed to any third party (other
  than such party’s professional financial, accounting and legal advisors) without
  the prior written consent of the party who owns such information (the
  “Disclosing Party”). If the transactions contemplated by this Agreement
  do not proceed for any reason, then upon receipt of a written request the
  Disclosing Party, the Receiving Party will immediately return to the Disclosing
  Party, any information received from the Receiving Party.

     8.3      Notification.
  Between the date of this Agreement and the Effective Time, each of the parties
  to this Agreement will promptly notify the other parties in writing if it
  becomes aware of any fact or condition that causes or constitutes a material
  breach of any of its representations and warranties as of the date of this
  Agreement, if it becomes aware of the occurrence after the date of this
  Agreement of any fact or condition that would cause or constitute a material
  breach of any such representation or warranty had such representation or
  warranty been made as of the time of occurrence or discovery of such fact or
  condition. During the same period, each party will promptly notify the other
  parties of the occurrence of any material breach of any of its covenant in this
  Agreement or of the occurrence of any event that may make the satisfaction of
  such conditions impossible or unlikely.

     8.4      Exclusivity.
  Until such time, if any, as this Agreement is terminated pursuant to Article 7,
  neither Pure or Pure Sub on the one hand, nor Doral or Doral Sub on the other
  hand, will, directly or indirectly solicit, initiate, entertain or accept any
  inquiries or proposals from, discuss or negotiate with, provide any nonpublic
  information to, or consider the merits of any unsolicited inquiries or proposals
  from, any person or entity (other than the other party hereto) relating to any
  transaction involving the sale of the business or assets or any of the capital
  stock or other equity interests, or any merger, consolidation, business
  combination, or similar transaction. If any party hereto is contacted or
  receives an overture, inquiry, proposal or invitation regarding any of the
  foregoing types of transaction, the receiving party will promptly notify the
  other parties hereto, which notice will include the identity of the prospective
  offeror and the price and terms of the proposed offer.

     8.5      Conduct
  Prior to Closing. From the date of this Agreement to the Closing Date, and
  except to the extent that the other parties otherwise consent in writing, Pure
  or Pure Sub on the one hand, and Doral or Doral Sub on the other hand, will
  operate their businesses substantially as presently operated and only in the
  ordinary course and in compliance with all applicable laws, and use its best
  efforts to preserve intact its good reputation and present business organization
  and to preserve its relationships with persons having business dealings with it.
  Without limiting the generality of the foregoing, from the date of this
  Agreement through the Closing Date, except for actions specifically contemplated
  in this Agreement, neither Pure or Pure Sub on the one hand, nor Doral or Doral
  Sub on the other hand, will, without the consent of the other:

          (a)      amend
  its respective organizational documents;

          (b)      incur
  any liability or obligation, or settle or negotiate any liability, obligation or
  receivable, other than in the ordinary course of business or encumber or permit
  the encumbrance of any properties or assets;

          (c)      dispose
  of or contract to dispose of any property or assets except Pure Hydrocarbons or
  Doral Hydrocarbons in the ordinary course of business consistent with past
  practice;

          (d)      issue,
  deliver, sell, pledge or otherwise encumber or subject to any lien, any equity
  interests, securities, rights, warrants or options to acquire, any equity
  interests;

          (e)      except
  as contemplated in this Agreement, (i) declare, set aside or pay any dividends
  on, or make any other distributions in respect of the equity interests, or (ii)
  split, combine or reclassify any equity interests or issue or authorize the
  issuance of any other securities in respect of, in lieu of or in substitution
  for shares of equity interests; or

24 of 28





          (f)      materially
  increase benefits or compensation expenses or any officer, director, or other
  key employee or pay any benefit or amount not required by a Plan or arrangement
  as in effect on the date of this Agreement to any such person.

     8.6      Public
  Announcements. Doral, Doral Sub, Pure and Pure Sub each agree that they will
  not release or issue any reports or statements or make any public announcements
  relating to this Agreement or the transactions contemplated herein without the
  prior written consent of the other party, except as may be required upon written
  advice of counsel to comply with applicable laws or regulatory requirements
  after consulting with the other party hereto and seeking their consent to such
  announcement.

     8.7      Public
  Filings. Each party shall make all filings (securities or otherwise) such
  party is required to make in connection herewith or desirable to achieve the
  purposes contemplated hereby and shall cooperate as needed with respect to any
  such filings by any other party.

     8.8      Further
  Assurances. Each party shall use commercially reasonable efforts to obtain
  all consents and approvals, to take such actions and to do all other things
  necessary for the consummation of the transactions contemplated hereby on the
  terms and conditions contained herein.

     8.9      Amendments
  and Supplements to Disclosure Schedules. At any time before the Effective
  Time, either Pure or Pure Sub on the one hand or Doral or Doral Sub on the
  other, may provide, supplement, amend or modify any Disclosure Schedule provided
  at or prior to the execution of this Agreement, provided, however, that any
  subsequent disclosure may trigger the receiving party’s rights under Section
  9.1.

ARTICLE 9 

  TERMINATION

     9.1      Termination.
  This Agreement may be terminated at any time prior to the Effective Time of the
  transactions contemplated hereby by:

          (a)      Mutual
  agreement of Doral, Doral Sub, Pure and Pure Sub;

          (b)      Doral
  and Doral Sub, if there has been a breach by Pure or Pure Sub of any material
  representation, warranty, covenant or agreement set forth in this Agreement on
  the part of Pure or Pure Sub that is not cured, to the reasonable satisfaction
  of Doral or Doral Sub, within ten business days after notice of such breach is
  given by Doral or Doral Sub (except that no cure period will be provided for a
  breach by Pure or Pure Sub that by its nature cannot be cured);

          (c)      Pure
  and Pure Sub, if there has been a breach by Doral or Doral Sub of any material
  representation, warranty, covenant or agreement set forth in this Agreement on
  the part of Doral or Doral Sub that is not cured by the breaching party, to the
  reasonable satisfaction of Pure or Pure Sub, within ten business days after
  notice of such breach is given by Pure or Pure Sub (except that no cure period
  will be provided for a breach by Doral or Doral Sub that by its nature cannot be
  cured); or

          (d)      Doral,
  Doral Sub, Pure or Pure Sub, if the transactions contemplated by this Agreement
  have not been consummated prior to December 31, 2010, unless the parties agree
  to extend such date.

     9.2      Effect
  of Termination. In the event of the termination of this Agreement as
  provided in Section 9.1, this Agreement will be of no further force or effect,
  provided, however, that no termination of this Agreement will relieve any party
  of liability for any breaches of this Agreement that are based on a wrongful
  refusal or failure to perform any obligations and provided further that the
  provisions of Section 8.2 shall survive the termination of this Agreement.

25 of 28





ARTICLE 10 

  MISCELLANEOUS PROVISIONS

     10.1      Entire
  Agreement. This Agreement, the exhibits, schedules attached hereto and the
  other Merger Documents contain the entire agreement between the parties with
  respect to the subject matter hereof and supersede all prior arrangements and
  understandings, both written and oral, expressed or implied, with respect
  thereto. Any preceding agreements, correspondence or offers are expressly
  superseded and terminated by this Agreement.

     10.2      Effectiveness
  of Representations, Warranties and Covenants; Survival. Each party is
  entitled to rely on the representations, warranties, covenants and agreements of
  each of the other parties and all such representation, warranties, covenants and
  agreements will be effective regardless of any investigation that any party has
  undertaken or failed to undertake. The representation and warranties contained
  in ARTICLE 4 and ARTICLE 5, however, will not survive the Closing Date but the
  covenants of the parties occurring after the Effective Time shall survive
  Closing.

     10.3      Amendment.
  This Agreement may not be amended except by an instrument in writing signed by
  each of the parties.

     10.4      Expenses.
  Each party to this Agreement will bear its respective expenses incurred in
  connection with the preparation, execution, and performance of this Agreement
  and the transactions contemplated hereby, including all fees and expenses of
  agents, representatives, counsel, and accountants. 

     10.5      Severability.
  It is the desire and intent of the parties that the provisions of the Merger
  Documents be enforced to the fullest extent permissible under the law and public
  policies applied in each jurisdiction in which enforcement is sought.
  Accordingly, if any provision of the Merger Documents will for any reason be
  held or adjudged to be invalid, illegal, or unenforceable by any court of
  competent jurisdiction, such paragraph or part thereof so adjudicated invalid,
  illegal, or unenforceable will be deemed separate, distinct, and independent,
  and the remainder of the Merger Documents will remain in full force and effect
  and will not be affected by such holding or adjudication.

     10.6      Notices.
  All notices and other communications required or permitted under to this
  Agreement must be in writing and will be deemed given if sent by personal
  delivery, faxed with electronic confirmation of delivery,
  internationally-recognized express courier or registered or certified mail
  (return receipt requested), postage prepaid, to the parties at the following
  addresses (or at such other address for a party as will be specified by like
  notice):

If to Pure or Pure Sub:

PURE GAS PARTNERS II, L.P. 

  22610
  US HWY 281 North 

  San Antonio, Texas 78258 

  Attention: Jim Swink 

  Telephone: (210) 226-6700 

  Fax: (210) 930-3967

With a Copy to:

UNGARETTI & HARRIS LLP 

  3500
  Three First National Plaza 

  Chicago, Illinois 60602 

  Attention: Robert S.
  Winner 

  Telephone: 312-977-4326 

  Fax: 312-977-4405

And

FRIDAY ELDRIDGE & CLARK LLP 

  400 West Capitol Avenue, Suite 2000 

  Little Rock, Arkansas 72201-3522 

  Attention: Price Gardner 

  Telephone: (501) 370-1543 

  Fax: (501) 244-5302 

26 of 28





If to Doral or Doral Sub:

DORAL ENERGY CORP.

  3300 N. "A"
  Street, Bldg 2, Suite 218 

  Midland, Texas 79705 

  Attention: E. Willard
  Gray, II, President 

  Telephone: (432) 789-1180 

  Fax: (888) 311-8708

With a Copy to:

O’NEILL LAW GROUP PLLC 

  435 Martin
  Street, Suite 1010 

  Blaine, Washington 98230 

  Attention: Christian I. Cu 

  Telephone: (360) 332-3300 

  Fax: (360) 332-2291

All such notices and other communications will be deemed to
  have been received (a) in the case of personal delivery, on the date of such
  delivery, (b) in the case of a fax, when the party sending such fax has received
  electronic confirmation of its delivery, (c) in the case of delivery by
  internationally-recognized express courier, on the business day following
  dispatch and (d) in the case of mailing, on the fifth business day following
  mailing.

     10.7      Headings.
  The headings contained in this Agreement are for convenience purposes only and
  will not affect in any way the meaning or interpretation of this Agreement.

     10.8      Benefits.
  This Agreement is and will only be construed as for the benefit of or
  enforceable by those persons party to this Agreement.

     10.9      Assignment.
  This Agreement may not be assigned (except by operation of law) by any party
  without the consent of the other parties.

     10.10      Governing
  Law; Waiver of Jury Trial. This Agreement will be governed by and construed
  in accordance with the laws of the State of Nevada applicable to contracts made
  and to be performed therein. The parties hereby (i) submit to personal
  jurisdiction in the State of Nevada, and (ii) waive any and all rights under the
  laws of any state to object to jurisdiction within the State of Nevada for the
  purposes of litigation to enforce this Agreement. EACH OF THE PARTIES HERETO
  HEREBY IRREVOCABLY WAIVE ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
  ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
  CONTEMPLATED HEREBY.

     10.11      Construction.
  The language used in this Agreement will be deemed to be the language chosen by
  the parties to express their mutual intent, and no rule of strict construction
  will be applied against any party.

     10.12      Counterparts.
  This Agreement may be executed in one or more counterparts, all of which will be
  considered one and the same Agreement and will become effective when one or more
  counterparts have been signed by each of the parties and delivered to the other
  parties, it being understood that all parties need not sign the same
  counterpart.

     10.13      Execution.
  This Agreement may be executed by delivery of executed signature pages by fax or
  electronically and such fax or electronic signature will be effective for all
  purposes.

     10.14      Schedules
  and Exhibits. The schedules and exhibits are attached to this Agreement and
  incorporated herein.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

27 of 28





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

	DORAL ENERGY CORP. 	 	DORAL ACQUISITION CORP. 
	a Nevada corporation by its 	 	a Nevada corporation by its 
	authorized signatory: 	 	authorized signatory: 
	 	 	 
	 	 	 
	/s/ Everett
      Willard Gray, II 	 	/s/
      Everett Willard Gray, II 
	Signature of Authorized Signatory 	 	Signature of Authorized Signatory 
	 	 	 
	 	 	 
	Everett Willard
      Gray, II 	 	Everett Willard Gray, II 
	Name of Authorized Signatory 	 	Name of Authorized Signatory 
	 	 	 
	 	 	 
	Chairman & CEO 	 	Chairman & CEO 
	Position of Authorized Signatory 	 	Position of Authorized Signatory 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	PURE GAS PARTNERS II, L.P. 	 	PURE ENERGY GROUP, INC. 
	a Texas limited partnership by its 	 	a Texas corporation by its 
	authorized signatory: 	 	authorized signatory: 
	 	 	 
	By: Pure Gas Managing GP, LLC 	 	 
	       its General
      Partner 
	 	/s/ Jim Swink 
	 	 	Signature of Authorized Signatory 
	 	 	 
	/s/ Jim Swink 	 	 
	Signature of Authorized Signatory 	 	Jim Swink 
	 	 	Name of Authorized Signatory 
	 	 	 
	Jim Swink 	 	 
	Name of Authorized Signatory 	 	Managing Partner/CEO/President 
	 	 	Position of Authorized Signatory 
	 	 	 
	Managing G.P. 	 	 
	Position of Authorized Signatory 	 	 


28 of 28




SCHEDULE 1.1 

To the Agreement And Plan Of Merger among Doral Energy Corp.,
Doral Acquisition Corp., 
Pure Gas Partners II, L.P. and Pure Energy Group,
Inc.

ARTICLES OF MERGER 

(see attached) 



 


		ROSS MILLER 
Secretary of
      State 
204 North Carson Street, Suite 1 
Carson City,
      Nevada 89701-4520 
(775) 684-5708 
Website:
      www.nvsos.gov 





	Articles of Merger 
(PURSUANT TO NRS 92A.200)
      
Page 1 




	USE BLACK INK ONLY - DO NOT HIGHLIGHT 	ABOVE SPACE IS FOR OFFICE USE ONLY
  


     Articles of Merger

(Pursuant to NRS Chapter 92A)

1)      Name and jurisdiction of
organization of each constituent entity (NRS 92A.200): 

          [ 
]      If there are more than four merging
entities, check box and attach an 8 1/2" x 11" blank sheet containing the
required information for each additional entity from article one. 

	 	PURE ENERGY GROUP,
      INC. 	 	     
	 	Name of merging entity 	 	  
	 	 	 	 
	 	TEXAS 	 	CORPORATION 
	 	Jurisdiction 	 	Entity type * 
	 	  	 	  
	 	Name of merging entity 	 	  
	 	  	 	  
	 	Jurisdiction 	 	Entity type * 
	 	  	 	  
	 	Name of merging entity 	 	  
	 	  	 	  
	 	Jurisdiction 	 	Entity type * 
	 	  	 	  
	 	Name of merging entity 	 	  
	 	  	 	  
	 	Jurisdiction 	 	Entity type * 
	 	 	 	 
	 	and, 	 	  
	 	DORAL ACQUISITION
      CORP. 	 	     
	 	Name of surviving entity 	 	  
	 	NEVADA 	 	CORPORATION 
	 	Jurisdiction 	 	Entity type * 


* Corporation, non-profit corporation, limited partnership,
limited-liability company or business trust. 

Filing Fee: $350.00 

	This form must be accompanied by appropriate fees.
    	Nevada Secretary of State 92A Merger Page 1
  
	  	Revised: 10-25-10 









  		ROSS MILLER 

          Secretary of
            State 

                    204 North Carson Street, Suite 1 

                    Carson City,
                      Nevada 89701-4520 

                  (775) 684-5708 

                  Website: www.nvsos.gov 







  	Articles of Merger 

        (PURSUANT TO NRS 92A.200) 

        Page 2 


  



	USE BLACK INK ONLY - DO NOT HIGHLIGHT 	ABOVE SPACE IS FOR OFFICE USE ONLY
  



	 	2) 	
      Forwarding address where copies of process may be sent
      by the Secretary of State of Nevada (if a foreign entity is the survivor
      in the merger - NRS 92A.190):





	Attn: 	 
	 	 
	c/o: 	 




	 	3) 	
      Choose one:




	 	[X] 	
      The undersigned declares that a plan of merger has
      been adopted by each constituent entity (NRS
92A.200).

	 	 	 
	 	[   ]	
      The undersigned declares that a plan of merger has
      been adopted by the parent domestic entity (NRS
  92A.180).




	 	4) 	
      Owner's approval (NRS 92A.200) (options a, b or c must
      be used, as applicable, for each entity):




	 	[   ]	If there are more than four merging
      entities, check box and attach an 8 1/2" x 11" blank sheet
      containing the required information for each additional entity from the
      appropriate section of article four. 



	 	(a) 	
      Owner's approval was not required
from




	 	 	 
	 	Name of merging entity, if applicable
	 
	 	 	 
	 	Name of merging entity, if applicable
	 
	 	 	 
	 	Name of merging entity, if applicable
	 
	 	 	 
	 	Name of merging entity, if applicable
	 
	 	 	 
	 	and, or; 	 
	 	 	 
	 	Name of surviving entity, if applicable
    	 



	This form must be accompanied by appropriate fees.
    	Nevada Secretary of State 92A Merger Page 2
  
	  	Revised: 10-25-10 









  		ROSS MILLER 

          Secretary of
            State 

                    204 North Carson Street, Suite 1 

                    Carson City,
                      Nevada 89701-4520 

                  (775) 684-5708 

                  Website: www.nvsos.gov 







  	Articles of Merger 

        (PURSUANT TO NRS 92A.200) 

        Page 3 


  



	USE BLACK INK ONLY - DO NOT HIGHLIGHT 	ABOVE SPACE IS FOR OFFICE USE ONLY
  



	 	(b) 	
      The plan was approved by the required consent of the
      owners of *:




	 	PURE
      ENERGY GROUP, INC. 	 
	 	Name of merging entity, if applicable
	 
	 	 	 
	 	Name of merging entity, if applicable
	 
	 	 	 
	 	Name of merging entity, if applicable
	 
	 	 	 
	 	Name of merging entity, if applicable
	 
	 	 	 
	 	and, or; 	 
	 	 	 
	 	DORAL
      ACQUISITION CORP. 	 
	 	Name of surviving entity, if applicable
    	 


* Unless otherwise provided in the certificate of trust or
governing instrument of a business trust, a merger must be approved by all the
trustees and beneficial owners of each business trust that is a constituent
entity in the merger. 


	This form must be accompanied by appropriate fees.    	Nevada Secretary of State 92A Merger Page 2  
	  	Revised: 10-25-10 






  		ROSS MILLER 

          Secretary of
            State 

                    204 North Carson Street, Suite 1 

                    Carson City,
                      Nevada 89701-4520 

                  (775) 684-5708 

                  Website: www.nvsos.gov 







  	Articles of Merger 

        (PURSUANT TO NRS 92A.200) 

        Page 4 


  



	USE BLACK INK ONLY - DO NOT HIGHLIGHT 	ABOVE SPACE IS FOR OFFICE USE ONLY
  



	 	(c) 	
      Approval of plan of merger for Nevada non-profit
      corporation (NRS 92A.160):

	 	 	 
	 		
      The plan of merger has been approved by the directors of
      the corporation and by each public officer or other person whose approval
      of the plan of merger is required by the articles of incorporation of the
      domestic corporation.




	 	 	 
	 	Name of merging entity, if applicable	 
	 	 	 
	 	Name of merging entity, if applicable	 
	 	 	 
	 	Name of merging entity, if applicable	 
	 	 	 
	 	Name of merging entity, if applicable	 
	 	 	 
	 	and, or; 	 
	 	 	 
	 	Name of surviving entity, if applicable    	 



	This form must be accompanied by appropriate fees.
    	Nevada Secretary of State 92A Merger Page 4
  
	  	Revised: 10-25-10 









  		ROSS MILLER 

          Secretary of
            State 

                    204 North Carson Street, Suite 1 

                    Carson City,
                      Nevada 89701-4520 

                  (775) 684-5708 

                  Website: www.nvsos.gov 







  	Articles of Merger 

        (PURSUANT TO NRS 92A.200) 

        Page 5 


  



	USE BLACK INK ONLY - DO NOT HIGHLIGHT 	ABOVE SPACE IS FOR OFFICE USE ONLY
  



	 	5) 	
      Amendments, if any, to the articles or certificate of
      the surviving entity. Provide article numbers, if available. (NRS
      92A.200)*:




	 	
      The name of the corporation is PURE ENERGY GROUP, INC. 

       




	 	6) 	Location of Plan of Merger (check a or b):




	 	[   ]	(a) The entire plan of merger is attached;
  
	 	  	  
	 	or, 	  
	 	 	 
		[X] 	(b) The entire plan of merger is on file at the
      registered office of the surviving corporation, limited-liability company
      or business trust, or at the records office address if a limited
      partnership, or other place of business of the surviving entity (NRS
      92A.200). 



	 	7) 	
      Effective date (optional)**:
      _______________________________



* Amended and restated articles may be attached as an
exhibit or integrated into the articles of merger. Please entitle them
"Restated" or "Amended and Restated," accordingly. The form to accompany
restated articles prescribed by the secretary of state must accompany the
amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary
into parent - Nevada parent owning 90% or more of subsidiary), the articles of
merger may not contain amendments to the constituent documents of the surviving
entity except that the name of the surviving entity may be changed. 

** A merger takes effect upon filing the articles of
merger or upon a later date as specified in the articles, which must not be more
than 90 days after the articles are filed (NRS 92A.240). 


	This form must be accompanied by appropriate fees.    	Nevada Secretary of State 92A Merger Page 4  
	  	Revised: 10-25-10 






  		ROSS MILLER 

          Secretary of
            State 

                    204 North Carson Street, Suite 1 

                    Carson City,
                      Nevada 89701-4520 

                  (775) 684-5708 

                  Website: www.nvsos.gov 







  	Articles of Merger 

        (PURSUANT TO NRS 92A.200) 

        Page 6 


  



	USE BLACK INK ONLY - DO NOT HIGHLIGHT 	ABOVE SPACE IS FOR OFFICE USE ONLY
  



	 	8) 	
      Signatures - Must be signed by: An officer of each
      Nevada corporation; All general partners of each Nevada limited
      partnership; All general partners of each Nevada limited-liability limited
      partnership; A manager of each Nevada limited-liability company with
      managers or one member if there are no managers; A trustee of each Nevada
      business trust (NRS 92A.230)*




		[    ]	If there are more than four merging
      entities, check box and attach an 8 1/2" x 11" blank sheet
      containing the required information for each additional entity from
      article eight. 



	 	PURE ENERGY GROUP,
      INC. 	 	 
    	 	 
    
	 	Name of merging entity 	 	  	 	  
	 	X 	 	PRESIDENT 	 	 
    
	 	Signature 	 	Title 	 	Date 
	 	  	 	  	 	  
	 	Name of merging entity 	 	  	 	  
	 	X 	 	 
    	 	 
    
	 	Signature 	 	Title 	 	Date 
	 	  	 	  	 	  
	 	Name of merging entity 	 	  	 	  
	 	X 	 	 
    	 	 
    
	 	Signature 	 	Title 	 	Date 
	 	  	 	  	 	  
	 	Name of merging entity 	 	  	 	  
	 	X 	 	 
    	 	 
    
	 	Signature 	 	Title 	 	Date 
	 	 	 	 	 	 
	 	and, 	 	  	 	  
	 	DORAL ACQUISITION
      CORP. 	 	 
    	 	 
    
	 	Name of surviving entity 	 	  	 	  
	 	X 	 	PRESIDENT 	 	 
    
	 	Signature 	 	Title 	 	Date 



	* The articles of merger must be signed by
      each foreign constituent entity in the manner provided by the law
      governing it (NRS 92A.230). Additional signature blocks may be added to
      this page or as an attachment, as needed. 
	 
	IMPORTANT: Failure to include any of the
      above information and submit with the proper fees may cause this filing to
      be rejected. 
	 
	This form must be accompanied by appropriate fees.
    	Nevada Secretary of State 92A Merger Page 6
  
	  	Revised: 10-25-10 




	Reset 







SCHEDULE 1.7 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

BOARD OF DIRECTORS / OFFICERS 

	Name 	Position(s) 
	 	 
	Everett Willard “Will” Gray II 	Director (Chairman) and Chief Executive Officer
    
	 	 
	Brad Heidelberg 	Director 
	 	 
	Lawrence Risley 	Director, President and Chief Operating Officer
    
	 	 
	John Hawkins 	Director 
	 	 
	Richard “Ted” F. LaRoche 	Director 
	 	 
	P. Mark Stark 	Chief Financial Officer







SCHEDULE 1.9 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

DEFINITIONS 

“Additional Merger Shares” shall have the meaning
ascribed to it in Section 7.2. 

“Adjustment Termination Date” shall have the meaning
ascribed to it in Section 7.2. 

“Agreement” shall have the meaning ascribed to it in the
preamble of the Agreement and Plan of Merger. 

“Alamo” shall have the meaning ascribed to it in Section
6.2(n) . 

“Alamo Right” shall have the meaning ascribed to it in
Section 6.2(n) . 

“Articles of Merger” shall have the meaning ascribed to
it in Section 1.1. 

“Closing” shall have the meaning ascribed to it in
Section 1.2. 

“Closing Date” shall have the meaning ascribed to it in
Section 1.2. 

“Code” shall have the meaning ascribed to it in the
Preliminary Statements of the Agreement and Plan of Merger. 

“Disclosing Party” shall have the meaning ascribed to it
in Section 8.2. 

“Disclosure Schedule” means any schedule required to be
provided by one party to another party in connection with the Agreement. 

“Dissenting Shares” shall have the meaning ascribed to
it in Section 2.3. 

“Doral” shall have the meaning ascribed to it in the
preamble of the Agreement and Plan of Merger. 

“Doral Benefit Plan” shall have the meaning ascribed to
it in Section 5.28. 

“Doral Common Stock” shall have the meaning ascribed to
it in Section 5.3(a) . 

“Doral Confidential Information” shall have the meaning
ascribed to it in Section 8.2. 

“Doral Employees” shall have the meaning ascribed to it
in Section 5.27 

“Doral Equipment” means all equipment, fixtures,
facilities, improvements and other property used or held for use, in exploring,
developing, operating, producing, maintaining or repairing the Doral Leases or
lands pooled therewith, including, without limitation, all equipment, tank
batteries, pump jacks, gathering systems, pipelines, processing systems, plants,
compressors, meters, injection wells, disposal wells, vehicles, pipe, inventory,
machinery, spare parts, and tools. 

“Doral Financial Statements” shall have the meaning
ascribed to it in Section 5.11. 

“Doral Hydrocarbon Contracts” means all valid and
existing agreements, contracts and contractual rights and interests of every
kind and nature relating to the Doral Wells, the Doral Leases or lands pooled
therewith, or any other Doral Properties, including all unit agreements,
farm-out agreements, farm-in agreements, salt water handling agreements,
operating agreements and Doral Hydrocarbon sales, purchase, gathering,
transportation, treating, marketing, exchange and processing agreements,
including, without limitation, the contracts and agreements described in
Schedule 5.25. 




“Doral Hydrocarbons” means all crude oil, natural gas,
casinghead gas, condensate, sulfur, natural gas liquids, products , and other
liquid or gaseous hydrocarbons, and other minerals of every kind and character
which may be produced from or allocable to the Doral Properties, together with
all proceeds from or of such Doral Hydrocarbons, and the Doral Inventory
Hydrocarbons. 

“Doral Inventory Hydrocarbons” means all Doral
Hydrocarbons that have not been sold and are in storage at the Doral Leases.


“Doral Leases” means all of Doral’s right, title and
interest in and to all oil and gas leases, fee minerals, royalty, overriding
royalty and other oil and gas interests covering all lands, wherever located,
including, without limitation, the oil and gas leases described in Schedule
5.17, including all rights and interests in any unit or pooled area in which
the Doral Leases are included, including, to the extent arising from or
associated with the Doral Leases, all rights derived from any unitization,
pooling, operating communitization or other agreement.

“Doral Material Adverse Effect” shall have the meaning
ascribed to it in Section 5.8. 

“Doral Material Contract” or “Doral Material
Contracts” shall have the meaning ascribed to it in Section 5.25(a) .


“Doral Merger Shares” shall have the meaning ascribed to
it in Section 2.1(a) . 

“Doral Operated Properties” means those Doral Properties
for which Doral is the operator of record. 

“Doral Permits” means all easements, rights-of-way,
surface leases, licenses, permits, servitudes, approvals, consents, certificates
and other similar interests applicable to or used in operating the Doral Wells,
the Doral Leases or lands pooled therewith or the Doral Equipment. 

“Doral Properties” means the Doral Leases, the Doral
Wells, the Doral Hydrocarbons, the Doral Equipment, the Doral Permits, the Doral
Hydrocarbon Contracts and the Doral Records. 

“Doral Records” means all of Doral’s files and records
relating to the Doral Properties, including, without limitation, (i) lease,
division order, contract and land files, abstracts and title opinions, (ii)
operations, maintenance, production, environmental and engineering records,
(iii) logs, facility and well records, and (iv) accounting files, well payout
files and lease operating statements. 

“Doral Reserve Report” shall have the meaning ascribed
to it in Section 5.16. 

“Doral SEC Documents” shall have the meaning ascribed to
it in Section 5.14(a) .

 “Doral Stock” shall have the meaning ascribed to
it in Section 5.3(a) . 

“Doral Stock Obligations” shall have the meaning
ascribed to it in Section 5.3(a) . 

“Doral Sub” shall have the meaning ascribed to it in the
preamble of the Agreement and Plan of Merger. 

“Doral Sub Stock” shall have the meaning ascribed to it
in Section 5.3(b) . 

“Doral Wells” means all oil and gas wells located on the
Doral Leases or lands pooled therewith, including, without limitation, the wells
identified in Schedule 5.17. 

“Effective Time” shall have the meaning ascribed to it
in Section 1.3. 

“Environmental Laws” shall have the meaning ascribed to
it in Section 4.30(b) . 

“Environmental Liabilities” shall have the meaning
ascribed to it in Section 4.30(c) . 

“Exchange Act” shall have the meaning ascribed to it in
Section 5.14(a) . 




“GAAP” shall have the meaning ascribed to it in Section
4.11. 

“Merger” shall have the meaning ascribed to it in the
Preliminary Statements of the Agreement and Plan of Merger. 

“Merger Documents” shall have the meaning ascribed to it
in Section 4.2. 

“Nevada Law” shall have the meaning ascribed to it in
Section 1.1. 

“Partner Certificate” shall have the meaning ascribed to
it in Section 3.3. 

“Permitted Distribution” shall have the meaning ascribed
to it in Section 3.3. 

“Pre-Existing Undisclosed Doral Stock Obligation” shall
have the meaning ascribed to it in Section 7.2. 

“Pure” shall have the meaning ascribed to it in the
preamble of the Agreement and Plan of Merger. 

“Pure Assets” shall have the meaning ascribed to it in
Section 6.1(a) . 

“Pure Assumed Liabilities” shall have the meaning
ascribed to it in Section 6.1(a) . 

“Pure Confidential Information” shall have the meaning
ascribed to it in Section 8.2. 

“Pure Debentures” shall have the meaning ascribed to it
in Section 6.1(d) . 

“Pure Equipment” means all equipment, fixtures,
facilities, improvements and other property used or held for use, in exploring,
developing, operating, producing, maintaining or repairing the Pure Leases or
lands pooled therewith, including, without limitation, all equipment, tank
batteries, pump jacks, gathering systems, pipelines, processing systems, plants,
compressors, meters, injection wells, disposal wells, vehicles, pipe, inventory,
machinery, spare parts, and tools. 

“Pure Excluded Liabilities” shall have the meaning
ascribed to it in Section 6.1(a) . 

“Pure Financial Statements” shall have the meaning
ascribed to it in Section 4.11. 

“Pure GP” shall have the meaning ascribed to it in the
Preliminary Statements of the Agreement and Plan of Merger. 

“Pure Hydrocarbon Contracts” means all valid and
existing agreements, contracts and contractual rights and interests of every
kind and nature relating to the Pure Wells, the Pure Leases or lands pooled
therewith, or any other Pure Properties, including all unit agreements, farm-out
agreements, farm-in agreements, salt water handling agreements, operating
agreements and Pure Hydrocarbon sales, purchase, gathering, transportation,
treating, marketing, exchange and processing agreements, including, without
limitation, the contracts and agreements described in Schedule 4.24. 

“Pure Hydrocarbons” means all crude oil, natural gas,
casinghead gas, condensate, sulfur, natural gas liquids, products , and other
liquid or gaseous hydrocarbons, and other minerals of every kind and character
which may be produced from or allocable to the Pure Properties, together with
all proceeds from or of such Pure Hydrocarbons, and the Pure Inventory
Hydrocarbons. 

“Pure Inventory Hydrocarbons” means all Pure
Hydrocarbons that have not been sold and are in storage at the Pure Leases. 

“Pure Leases” means all of Pure’s right, title and
interest in and to all oil and gas leases, fee minerals, royalty, overriding
royalty and other oil and gas interests covering all lands, wherever located,
and whether currently known or unknown to Pure, including, without limitation,
the oil and gas leases described in Schedule 4.16, including all rights
and interests in any unit or pooled area in which the Pure Leases are included, including, to the extent arising from or associated
with the Pure Leases, all rights derived from any unitization, pooling,
operating communitization or other agreement.




“Pure Material Adverse Effect” shall have the meaning
ascribed to it in Section 4.8. 

“Pure Material Contract” or “Pure Material
Contracts” shall have shall have the meaning ascribed to it in Section
4.24(a) . 

“Pure Operated Properties” means those Pure Properties
for which Pure is the operator of record. 

“Pure Permits” means all easements, rights-of-way,
surface leases, licenses, permits, servitudes, approvals, consents, certificates
and other similar interests applicable to or used in operating the Pure Wells,
the Pure Leases or lands pooled therewith or the Pure Equipment. 

“Pure Properties” means the Pure Leases, the Pure Wells,
the Pure Hydrocarbons, the Pure Equipment, the Pure Permits, the Pure
Hydrocarbon Contracts and the Pure Records. 

“Pure Records” means all of Pure’s files and records
relating to the Pure Properties, including, without limitation, (i) lease,
division order, contract and land files, abstracts and title opinions, (ii)
operations, maintenance, production, environmental and engineering records,
(iii) logs, facility and well records, and (iv) accounting files, well payout
files and lease operating statements. 

“Pure Reserve Report” shall have the meaning ascribed to
it in Section 4.15. 

“Pure Sub” shall have the meaning ascribed to it in the
preamble of the Agreement and Plan of Merger. 

“Pure Sub Benefit Plan” shall have the meaning ascribed
to it in Section 4.27. 

“Pure Sub Common Stock” shall have the meaning ascribed
to it in Section 2.1(a) . 

“Pure Sub Dissenting Stockholders” shall have the
meaning ascribed to it in Section 2.3. 

“Pure Sub Employees” shall have the meaning ascribed to
it in Section 4.26. 

“Pure Sub Stock” shall have the meaning ascribed to it
in Section 4.4. 

“Pure Sub Stock Certificate” shall have the meaning
ascribed to it in Section 2.2. 

“Pure Sub Stockholders” shall have the meaning ascribed
to it in Section 2.1(a) . 

“Pure Wells” means all oil and gas wells located on the
Pure Leases or lands pooled therewith, including, without limitation, the wells
identified in Schedule 4.16. 

“Receiving Party” shall have the meaning ascribed to it
in Section 8.2. 

“Reverse Stock Split” shall have the meaning ascribed to
it in Section 6.2(a) . 

“Sarbanes-Oxley Act” shall have the meaning ascribed to
it in Sesction 5.14(b) . 

“SEC” shall have the meaning ascribed to it in Section
5.11. 

“Securities Act” shall have the meaning ascribed to it
in Section 2.1(a) . 

“Surviving Corporation” shall have the meaning ascribed
to it in Section 1.1. 

“Tax” or “Taxes” shall have shall have the
meaning ascribed to it in Section 4.13. 




SCHEDULE 2.1(a) 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., Pure 
Gas Partners II,
L.P. and Pure Energy Group, Inc. 

CALCULATION OF SHARES 

	Number of Shares outstanding for 

      Doral
    on a fully-diluted basis: 	137,246,086 	
	  	  	  
	Number of Shares outstanding for 

      Doral
    on a fully-diluted basis post 
1-55 reverse split: 	

      
2,495,384
    	

      
20%

	  	  	  
	Number of Shares to be issued 

      To Pure
    at Closing: 	

    9,981,536 	

  80% 
	  	  	  
	Total Number of Shares Outstanding 

      At
    Closing 	

      12,476,920
	

  100% 
	  	  	  
	Number of Shares Outstanding 

      At Pure
    Sub: 	

    500,000 	

	  	  	  
	Number of Shares of Doral Common 

      Stock
    Pure will receive for each share 
of Pure Sub Stock 	

      
19.963072
    	


(9,981,536 / 500,000) 






SCHEDULE 2.2 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

CERTIFICATE OF U.S. SHAREHOLDER 

In connection with the issuance of common stock (the “Doral
Merger Shares”) of DORAL ENERGY CORP., a Nevada corporation (“Doral”), to Pure
Gas Partners II, L.P. (“Pure”) pursuant to that certain Agreement and Plan of
Merger dated December 2, 2010 (the “Agreement”), among Doral, Doral Acquisition
Corp., Pure Gas Partners II, L.P. and Pure Energy Group, Inc., Pure hereby
agrees, acknowledges, represents and warrants that: 

1. Pure satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), as indicated
below:: 

	_______Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Shares, with total assets in excess of US $5,000,000.
    

	  	
      

	_______Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person's spouse, on the date of purchase exceeds US
      $1,000,000. 

	  	
      

	_______Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person's spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	  	
      

	_______Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the Securities Act acting in its individual or
      fiduciary capacity; a broker dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United States)
      or a business development company as defined in Section 2(a)(48) of such
      Act; a Small Business Investment Company licensed by the U.S. Small
      Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with total
      assets in excess of $5,000,000 established and maintained by a state, a
      political subdivision thereof, or an agency or instrumentality of a state
      or a political subdivision thereof, for the benefit of its employees; an
      employee benefit plan within the meaning of the Employee Retirement
      Income Security Act of 1974 (United States) whose investment decisions
      are made by a plan fiduciary, as defined in Section 3(21) of such Act,
      which is either a bank, savings and loan association, insurance company or
      registered investment adviser, or if the employee benefit plan has total
      assets in excess of $5,000,000, or, if a self- directed plan, whose
      investment decisions are made solely by persons that are accredited
      investors. 








	________Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States). 

	  	
       

	________Category 6 	
      A director or executive officer of Doral. 

	  	
       

	________Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act. 

	  	
       

	________Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.




2. None of the Doral Merger Shares have been or will be
registered under the U.S. Securities Act, or under any state securities or “blue
sky” laws of any state of the United States, and may not be offered or sold in
the United States or, directly or indirectly, to U.S. Persons, as that term is
defined in Regulation S, except in accordance with the provisions of Regulation
S or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in compliance with any
applicable state and foreign securities laws; 

3. The Doral Merger Shares shall be issued only in compliance
with the registration provisions of the U.S. Securities Act or an exemption
therefrom and in each case only in accordance with applicable state and foreign
securities laws; 

4. Pure is acquiring the Doral Merger Shares for investment
only and not with a view to resale or distribution and, in particular, it has no
intention to distribute either directly or indirectly any of the Doral Merger
Shares in the United States or to U.S. Persons, except in the case of Permitted
Distributions; 

5. Doral has not undertaken, and will have no obligation, to
register any of the Doral Merger Shares under the U.S. Securities Act; 

6. Doral is entitled to rely on the acknowledgements,
agreements, representations and warranties and the statements and answers
contained in the Agreement and this Certificate, and Pure will hold harmless
Doral from any loss or damage either one may suffer as a result of any such
acknowledgements, agreements, representations and/or warranties made by the
undersigned not being true and correct; 

7. Pure has been advised to consult their own respective legal,
tax and other advisors with respect to the merits and risks of an investment in
the Doral Merger Shares and, with respect to applicable resale restrictions, is
solely responsible (and Doral is not in any way responsible) for compliance with
applicable resale restrictions; 

8. Pure and Pure’s advisor(s) have had a reasonable opportunity
to ask questions of and receive answers from Doral in connection with the
acquisition of the Doral Merger Shares under the Agreement, and to obtain
additional information, to the extent possessed or obtainable by Doral without
unreasonable effort or expense; 

9. The books and records of Doral were available upon
reasonable notice for inspection, subject to certain confidentiality
restrictions, by the undersigned during reasonable business hours at its
principal place of business and that all documents, records and books in
connection with the acquisition of the Doral Merger Shares under the Agreement
have been made available for inspection by the undersigned, the undersigned’s
attorney and/or advisor(s); 




10. Pure (i) is able to fend for itself in connection with the
acquisition of the Doral Merger Shares; (ii) has such knowledge and experience
in business matters as to be capable of evaluating the merits and risks of its
prospective investment in the Doral Merger Shares; and (iii) has the ability to
bear the economic risks of its prospective investment and can afford the
complete loss of such investment; 11. Pure is not aware of any advertisement of
any of the Doral Merger Shares and is not acquiring the Doral Merger Shares as a
result of any form of general solicitation or general advertising including
advertisements, articles, notices or other communications published in any
newspaper, magazine or similar media or broadcast over radio or television, or
any seminar or meeting whose attendees have been invited by general solicitation
or general advertising; 12. None of the Doral Merger Shares are listed on any
stock exchange or automated dealer quotation system and no representation has
been made to the undersigned that any of the Doral Merger Shares will become
listed on any stock exchange or automated dealer quotation system, except that
currently certain market makers make market in the common shares of Doral on the
OTC Bulletin Board; 13. Pure is acquiring the Doral Merger Shares as principal
for their own account, for investment purposes only, and not with a view to, or
for, resale, distribution or fractionalization thereof, in whole or in part
(except with respect to a Permitted Distribution), and no other person has a
direct or indirect beneficial interest in the Doral Merger Shares; 14. Neither
the SEC nor any other securities commission or similar regulatory authority has
reviewed or passed on the merits of the Doral Merger Shares; 15. Pure
understands and agrees that the Doral Merger Shares will bear a legend
substantially in the following form: 

	  	
      “THE SHARES OF COMMON STOCK REPRESENTED BY THIS
      CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER
      SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
      ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH
      RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE
      STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
      SECURITIES LAWS.” 
	


16. The address of Pure included herein is the sole address of
Pure as of the date of this certificate. 

[signature page attached]




IN WITNESS WHEREOF, I have executed this Certificate of U.S.
Shareholder of the _______day of _____________________, 2010 

PURE GAS PARTNERS II, L.P. 
By:   Pure Managing
GP, LLC 

By:           
________________________
Title:        
________________________
Address: 
________________________
                 
________________________
                 
________________________




DISCLOSURE SCHEDULES 4.7 THROUGH 4.35 
To the
Agreement And Plan Of Merger among Doral Energy Corp., Doral Acquisition Corp.,

Pure Gas Partners II, L.P. and Pure Energy Group, Inc.

PURE AND PURE SUB DISCLOSURE SCHEDULES 

Capitalized terms used in the Schedules referenced above but
not defined shall have the meaning set forth in the Agreement and Plan of Merger
(the “Agreement”) referenced above and dated of even date herewith. These
Disclosure Schedules of Pure and Pure Sub (the “Schedules”) are qualified
in their entirety by reference to specific provisions of the Agreement, and they
are not intended to constitute, and shall not be construed as constituting,
representations or warranties of Pure and Pure Sub except as and to the extent
provided in the Agreement. Inclusion of information herein shall not be
construed as an admission that such information (i) is material to the business
or financial condition or (ii) has or would constitute a Pure Material Adverse
Effect. The reference to or listing, description, disclosure or other inclusion
of any item or any other matter in these Schedules shall not constitute or be
construed as an assertion or representation that such item or matter constitutes
a violation of or a breach or default under any contract, plan, lease,
arrangement, commitment, order, law or permit or is otherwise an admission of
any liability or obligation to any third party except as and to the extent
provided in the Agreement. 

Disclosures are not necessarily limited to those that the
Agreement requires be disclosed in these Schedules. Such additional disclosures
are set forth for informational purposes and do not necessarily include other
matters of a similar nature.

Headings have been inserted in these Schedules for convenience
of reference only and shall to no extent have the effect of amending or changing
the express description of the Schedules herein as set forth in the Agreement.
Any matter disclosed in one provision, subprovision, section or subsection
hereof is deemed disclosed in the manner set forth in such original provision,
subprovision, section or subsection and incorporated by reference in any other
provision, subprovision, section or subsection for which applicability of such
information and disclosure is reasonably apparent on its face. 




SCHEDULE 4.7 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE NONCONTRAVENTION 

None




SCHEDULE 4.11 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE FINANCIAL STATEMENTS 

	
  Consolidated Audited Financial Statements for Fiscal Year Ended December
  31, 2009 

  
	
  Consolidated Unaudited Balance Sheet and Income Statement from January 1,
  2010 through October 31, 2010 






SCHEDULE 4.12 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE UNDISCLOSED LIABILITIES 

None 




SCHEDULE 4.14 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE ABSENCE OF CHANGES 

Sale / Assignment of Interests in Wells 


	

      
	

      
County 	Township- 

      Range 
	Section 

      
	Description 

      
	Lease Name/Number 

      
	Transaction 

      Date 
	Type Transaction









	1 	Eddy 

      

	16S-29E 

      

	35 

      

	NE/4 NW/4 

      

	St of New Mexico B2175-17 

      

	10/6/2010 

      

	Term Assignment to Peregrine
      Production L.L.C. for cash bonus and retained overriding royalty Lease of
      company minerals for cash bonus and retained royalty 
	2 	Lea 

      
	12S-32E 

      
	12 

      
	N/2 NE/4 

      
	Company Minerals 

      
	10/12/2010 






   Pure has delivered Authority for Expenditures
(AFEs) for the following Pure properties: 

	
  Cimarex Parkway “11” St. #1H , Eddy County, NM - amount of commitment is
  estimated to be $400,000 after 12/31/10 

  
	
  Cimarex Parkway “11” St #2H, Eddy County, NM - AFE approved on 10/18/10 for
  $794,995 for a completed well; assume entire expenditure to be made after
  12/31/10 

  
	
  Devon KSI 22 Fed #1H, Lea County, NM – AFE for a completed well to be
  approved by 11/18/10 for $108,750; well to be drilled early in 1st
  quarter of 2011 






SCHEDULE 4.16 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE PROPERTIES AND RELATED ENCUMBRANCES 

Pure Properties (by well name) 

	List of PDP Wells 	  
	Amtrack State Com #01 	Little Eddy Unit #04 
	Amtrack State Com #02 	Little Eddy Unit #05 
	Andrew Fee #01 	Lusk 33 Fed #06 
	Bandit 15 Federal Com #01 	Manry Elliott #02 
	Bass #04 	Manry Elliott #03 
	Bass Federal #01 	Mescalero Ridge E Fed #01 
	Beavertail State Com #01 	Mescalero Ridge F Fed #01 
	Box Canyon 13 Fed #01 	Midnight Spcl 9 St Com #01 
	Bradley 29 Fed Com #01 	Moby #02 
	Bradley 31 Fed Com #01 	No Bluff 36 St Com #02 
	Bradley 31 Fed Com #03 	Osca St Com #01 
	Bradley 36 St Com #01 	Oxy Boc St #01 
	Bradley 6 Fed Com #01 	Oxy Grandslam Fed #01 
	Cannon Ball 9 St Com #01 	Oxy Legend St #01 
	Cannon Ball 9 St Com #02 	Oxy Roscoe Fed #02 
	Cemetary 2 #02 	Oxy Roscoe Fed Com #01 
	Coyote Spcl 9 St Com #01 	Oxy Viper Fed #01 
	Delhi B St #02 	Oxy Viper Fed #02 
	Delhi Fed #01 	Personally 1525-33 #01 
	Duke Arp Fed Com #01 	Puma #01 
	E. Turkey Track 3 Fed #02 	Quail St Com #01 
	Federal 22 #01 	S. Lovington 25 #01 
	Federal HH 33 #01 	S. Lusk 28 Fed #01 
	Golden Lane 29 St #01 	S.E. Lusk 27 Fed #01 
	Grave Digger St Com #01H 	S.E. Lusk 34 Fed #01 
	Great Bear Park 24 Fed #01 	S.E. Lusk 34 Fed #01 
	Hat Mesa 31 St #01 	S.E. Lusk 34 Fed #02 
	Hat Mesa 31 St #02 	S.E. Lusk 34 Fed #03 
	Heavy Harry St Com #01 	S.E. Lusk 34 Fed #05 
	Heavy Harry St Com #02 	S.W. TT 11 St #01 
	High Lonesome 26 Fed Com #01 	Scratch St Com #01 
	John Town 1525-29 #01 	Sivley 19 Fed #021 
	John Town 1525-29 #02 	SL Deep Fed #02 
	John’s Hopper 30 #02 	SL Deep Fed #03 
	Johns B Fed #04 	SL Deep Fed #04H 
	Johns B Fed #06 	SL Deep Fed Com #01 
	KC Strip State #02 	Starbuck 19 Fed Com #01 
	Kincaid 1724 	State HL 11 #01 
	  	Unbridled 1525-28 #01 
	  	Unbridled 1525-28 #02 
	  	Wishbone Fed Com #01 







	List of PDNP 
	Bradley 31 Com #01 (M/A/C) 
	Bradley 31 Fed #03 (M) 
	Bradley 31 Fed #03 (S) 
	Bradley 6 Fed Com #01 
	Lusk 33 Fed #06 (D) 
	Manry Elliott #02 
	Osca State Com #01 (C) 
	Puma 
	S Lusk 28 Fed #01 (BSS) 
	S.E. Lusk 34 Fed #02 
	S.E. Lusk 34 Fed #03 
	Scratch St Com #01 
	SE Lusk 27 Fed #01 (BS) 
	SL Deep Fed Com #01 (A) 
	SL Deep Fed Com #02 (BSS) 
	SL Deep Fed Com #02 (D) 
	SL Deep Fed Com #3 (BSS) 



	List of PUD Wells 
	Bradley 29 Fed #02H 
	Bradley 31 Com #01H 
	Full Moon 29-01 
	Gravedigger St Com #02H 
	Gravedigger St Com #03H 
	Gravedigger St Com #04H 
	H. Lonesome 26 #02H 
	Kincaid 1724 #211 
	KSI Fed 22-1H 
	Mesc. Ridge 14 St #01 
	Mesc. Ridge 14 St #02 
	Parkway St #01H 
	Scratch St Com #02 
	SE Lusk 33 Fed #07 (BS/D) 
	SE Lusk 33 Fed #08 
	SL Deep Fed #05 (BS-B) 
	TT Sec 30 #01H 


Additional property information has been provided to Doral but
is too voluminous to include here. 

Encumbrances on Pure Properties are as follows: 

	
  Texas Capital Bank, N.A. holds a lien on the Pure Properties in connection
  with that Credit Agreement dated August 4, 2006 in the maximum principal
  amount of $10,000,000 and evidenced by Mortgage, Deed of Trust, Security
  Agreement, Financing Statement and Assignment of Production for the benefit of
  Texas Capital Bank, N.A. and filed in the applicable counties of Texas and New
  Mexico, as supplemented from time to time. 

  
	
  Pure and Pure Sub granted a security interest to the holders of 7 1⁄2% Series
  2005 Debentures on the Pure Properties pursuant to that certain Trust
  Indenture dated as of March 1, 2005 by and between Pure and First Security
  Bank, as Trustee, and evidenced by that certain Debenture dated as of March 1,
  2005 and that certain UCC-1 Financing Statement filed against Pure and Pure
  Sub in favor of the Trustee, as agent for the holders of Debentures.












Option to Acquire Pure Properties 


Pure has become subject to an Operating Agreement originally entered into by and between Tenneco Oil Company, as “Operator”, and Continental Oil Company, as “Non-Operator” dated September 1, 1964. Under this Operating
Agreement, in the event either party desires to sell all or any part of its interest in the “Contract Lands” it shall promptly give written notice to the other party, with full information concerning its proposed sale. However, neither
party holds a preferential right to purchase in those cases where either party wishes to mortgage its interest, or to dispose of its interest by merger, reorganization, consolidation, or sale of all of its assets, or the sale of all of its oil and
gas-producing assets in the state concerned, or a sale or transfer of its interest hereunder to a subsidiary or parent company, or subsidiary of parent company, or to any company in which either party owns a majority of the stock. 


A copy of the Operating Agreement is available upon request. 






SCHEDULE 4.17 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE RIGHTS TO PRODUCTION 

None 




SCHEDULE 4.18 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE WELL ABANDONMENT 

None 




SCHEDULE 4.19 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE GAS OR PIPELINE IMBALANCES 

None 




SCHEDULE 4.24 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE CONTRACTS AND COMMITMENTS 

	(a) 	
      See attached.

	 	 
	(c) 	
      See Schedule 4.14








	

WELLS 	

PROP
      ID 	SPACING 
UNIT 
	LEGAL
      LOCATION 
	MATERIAL
      CONTRACTS 
	Lease(s)/
      
Minerals 	Operating
      
Agreement(s) 
	FORMATION 	       
       DESCRIPTION 	GROSS ACS 	SEC 	Twn/Rng 	 COUNTY 
	  	  	  	  	  	  	  	  	  	  
	LCX 1724 KINCAID #111 	LCX001 	Abo/Wolfcamp 	W/2 	320 	11 	T17S-R24E 	EDDY 	6 	7 
	BRADLEY "31" COM #1 	BRA001 	Strawn/Atoka/Morrow 	W/2 	313.08 	31 	T18S-R30E 	EDDY 	1,2 	4 
	BRADLEY "31" COM #3 	BRA005 	Strawn/Atoka/Morrow 	E/2 	320 	31 	T18S-R30E 	EDDY 	1,3 	5 
	STATE HL 11 #1 	STA002 	Atoka 	S/2 	320 	11 	T19S-R29E 	EDDY 	7 	1,8 
	PARKWAY "11" #1H (PUD) 	PAR001 	2nd Bone Springs 	W/2 W/2 	160 	11 	T19S-R29E 	EDDY 	7 	1,8 
	WISHBONE FEDERAL COM #1 	WIS001 	Strawn 	W/2 	313.04 	6 	T19S-R30E 	EDDY 	8,9 	1 
	SOUTHWEST TT "11" #1 	SOU001 	Strawn 	S/2 	320 	11 	T19S-R29E 	EDDY 	7 	1,3,8 
	GRAVE DIGGER #1H 	GRA002 	Yeso 	W/2 W/2 	160.46 	2 	T20S-R25E 	EDDY 	5 	6 
	GRAVE DIGGER #2H 	GRA003 	Yeso 	E/2 W/2 	160 	2 	T20S-R25E 	EDDY 	5 	6 
	GRAVE DIGGER #3H (PUD) 	N/A 	Yeso 	W/2 E/2 	160 	2 	T20S-R25E 	EDDY 	5 	6 
	GRAVE DIGGER #4H (PUD) 	N/A 	Yeso 	E/2 E/2 	160 	2 	T20S-R25E 	EDDY 	5 	6 
	SL DEEP FED COM #2 	SLDEE2 	Bone Spring "B" Carbonate 	SE/4 NW/4 	40 	30 	T19S-R32E 	LEA 	10 	1,2,8 
	SL DEEP FED COM #2 (PDNP) 	SLDEE2 	2nd Bone Spring (8866-9256')
	SE/4 NW/4 	40 	30 	T19S-R32E 	LEA 	10 	1,2,8 
	SL DEEP FED COM #2 (PDNP) 	SLDEE2 	Delaware (4514-4530') 	SE/4 NW/4 	40 	30 	T19S-R32E 	LEA 	10 	1,2,8 
	SL DEEP FED #3 	SLDEE3 	Bone Spring "B" Carbonate 	NE/4 NW/4 	40 	30 	T19S-R32E 	LEA 	10 	1,2,8 
	SL DEEP FED #3 (PDNP) 	SLDEE3 	2nd Bone Spring 	NE/4 NW/4 	40 	30 	T19S-R32E 	LEA 	10 	1,2,8 
	SL DEEP #4-H 	SLDEE4 	2nd Bone Spring 	W/2 NW/4 	80 	30 	T19S-R32E 	LEA 	10 	1,2,8 
	SL DEEP #5 (PUD) 	N/A 	Delaware (4514-4530') 	NW/4 NW/4 	40 	30 	T19S-R32E 	LEA 	10 	1,2,8 
	FEDERAL HH 33 #1 	FED001 	Atoka 	NE/4 	160 	33 	T19S-R32E 	LEA 	4 	1 
	SE LUSK 33 FEDERAL #6 	LUS006 	Delaware 	NE/4 NE/4 	40 	33 	T19S-R32E 	LEA 	4 	1 
	SE LUSK 33 FEDERAL #7 (PUD) 	N/A 	1st Bone Spring/Delaware 	SE/4 NE/4 	40 	33 	T19S-R32E 	LEA 	4 	1 
	SE LUSK 33 FEDERAL #8 (PUD) 	N/A 	Delaware 	NW/4 NE/4 	40 	33 	T19S-R32E 	LEA 	4 	1 
	LUSK S "34" FEDERAL #2 	LUSK03 	Delaware 	SW/4 NW/4 	40 	34 	T19S-R32E 	LEA 	4 	3 
	LUSK S "34" FEDERAL #3 	LUSK04 	Delaware 	NW/4 NW/4 	40 	34 	T19S-R32E 	LEA 	4 	3 






MATERIAL CONTRACTS

Leases/Mineral Interests:

	  	  	  	  	  	Legal Description    	  
	# 	Lessor/Grantor 	Lessee/Grantee 	Date 	County 	Sec 	  	Twn/Rnge 
	 	 	 	 	 	 	 	 
	1 
	USA NM 27279 (out of LC 068402)
    
	Edna M Elliott 
	7/1/1949 
	Eddy 
	31 
	Lots 1,3,4; NE/4 NW/4; E/2
      

    SW/4;SE/4; W/2 NE/4; SE/4 NE/4 	18S-30E 

	2 	USA LC 069111 	Charlie W Parcell 	1/1/1949 	Eddy 	31 	Lot 2; SE/4 NW/4 	18S-30E 
	3 	USA LC 068402 	Edna M Elliott 	7/1/1949 	Eddy 	31 	NE/4 NE/4 	18S-30E 
	4 	USA NM 01135 	Leonard Oil Company 	3/1/1950 	Lea 	33 	NE/4 	19S-32E 
	4 	USA NM 01135 	Leonard Oil Company 	3/1/1950 	Lea 	34 	W/2 NW/4 	19S-32E 
	5 	Ralph A Shugart, et ux 	USSR&M 	11/30/1951 	Eddy 	2 	SE/4 	20S-25E 
	6 	R E Williams, et ux 	USSR&M 	9/22/1947 	Eddy 	11 	W/2 	17S-24E 
	7 	State of NM B-9739-25 	Bernice R. Piatt 	7/21/1942 	Eddy 	11 	NW/4 	19S-29E 
	7 	State of NM B-9739-25 	Bernice R. Piatt 	7/21/1942 	Eddy 	11 	W/2 SW/4 	19S-29E 
	7 	State of NM B-9739-25 	Bernice R. Piatt 	7/21/1942 	Eddy 	11 	E/2 	19S-29E 
	8 	USA LC 066087 	C M Keohane 	1/1/1950 	Eddy 	6 	Lots 6,7, E/2 SW/4 	19S-30E 
	9 	USA LC 066087(a) 	C M Keohane 	1/1/1950 	Eddy 	6 	Lots 3,4,5, SE/4 NW/4 	19S-30E 
	10 	USA NM 0107697 	Charles E Jones 	1/1/1940 	Lea 	30 	Lot 1 (NW/4 NW/4) 	19S-32E 
	10 	USA NM 0107697 	Charles E Jones 	1/1/1940 	Lea 	30 	Lot 2 (SW/4 NW/4) 	19S-32E 


Operating Agreements:

	#
    	Operator 	Non-Operator(s) 	Date 	Contract Area 
	County 	Sec
      	       
               Twn/Rnge 	Depth Limitations 
	  	  	  	  	  	  	  	  	  
	1 	Bellwether Exploration Company 	Pure Energy Group, Inc. 	11/12/1999 	Eddy 	  	All jointly owned leases 	  	  
	2 	Tenneco Oil Company 	Continental Oil Company 	9/1/1967 	Lea 	30 	W/2 NW/4 	19S-32E 	All depths 
	3 	Edge Petroleum Exploration Co. 	Pure Energy Group, Inc. et al 	8/26/2003 	Eddy/Lea 		All jointly owned leases 		
	4 	Mewbourne Oil Company 	Edge Petroleum, et al 	5/3/2007 	Eddy 	31 	Lots 1,2,3,4; E/2 W/2 (W/2) 	18S-30E 	from base of Queen to base of Morrow 
	5 	Mewbourne Oil Company 	Marbob Enegy Corp, et al 	11/1/2008 	Eddy 	31 	E/2 	18S-30E 	from base of Queen to base of Morrow 
	6 
	Preston Exploration, LLC 
	Capstone Oil & Gas 

      Company, L.P. et al 	5/1/2005 
	Eddy 
	2 
	S/2 
	20S-25E 
	all depths (Cemetary 2-2 well) 

	7 	LCX Energy LLC 	Parallel Petroleum et al 	12/1/2005 	Eddy 	11 	W/2 	17S-24E 	surface to base of Abo/Wolfcamp 
	8 	Tenneco Oil Company 	Bassett-Birney Oil 	7/9/1979 	Eddy 	11 	All 	19S-29E 	S/2: all depths; N/2: below San Andres 
	9 	Delhi-Taylor Oil Corporation	Kerr-McGee Oil 	12/12/1962 	Lea 	30 	NW/4 	19S-32E 	surface to base of Strawn 







SCHEDULE 4.25 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE INSURANCE POLICIES 

See attached Certificates of Insurance 





 





 





 





 




SCHEDULE 4.26 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE SUB EMPLOYEES AND CONSULTANTS 

	Joanna Kessler 	-       Administrative Assistant 	- at-will employee 
	 	 	 
	Larry Risley 	-       Chief Operating Officer 	- subject to employment agreement 
	 	 	 
	BDR Consulting, Inc. 	-       Consultant to Pure 	  






SCHEDULE 4.27 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE SUB BENEFIT PLANS 

Pure reimburses Mr. Risley for his monthly dental premium and
monthly automobile financing cost. 




SCHEDULE 4.29 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE REAL PROPERTY 

50% Undivided Interest in and to the following described Real
Property 

	State 	County 	Township Range 	Section 	Legal Description 
	  	  	  	  	  
	  	  	  	  	  
	New Mexico 	Lea 	16S-34E 	20 	
      19.339 acres being N/2 SE/4 SW/4; S/2 NE/4 SW/4, SAVE and
      EXCEPT 20.661 acres conveyed to El Paso Natural Gas Company by Deed dated
      3/10/59 recorded in Vol 233, page 173, Deed Records of Lea County
  

	New Mexico 	Lea 	25S-37E 	20 	
      0.320 acres being Lots 21, 22, 23 and 24 of Block 29 in
      the Town of Jal, Lea County, New Mexico, according to the map or plat of
      said town recorded in the office of the county clerk of Lea County, New
      Mexico in Book 3, page 447, Miscellaneous Records 

	New Mexico 	Lea 	25S-37E 	21 	
      160 acres being the E/2 NW/4 and the W/2 NE/4 

	New Mexico 	Chaves/Lea 			
      12.194 acres being all of that part of Blocks 8, 9, 10,
      15, 16, 22 and 23 of Cumberland City which lie between the right-of-way of
      FA 1/4-48, now known as New Mexico State Highway No. 40 and the
      right-of-way of FAGH-48(3), now known as U.S. Highway No. 285 with the
      exception of all oil, gas and other minerals rights under Lot 2, Block 8
      of said Cumberland City , the said Cumberland City being a subdivision of
      Chaves County, New Mexico as shown on the official plat thereof on file in
      the office of the County Clerk of Chaves County, New Mexico 

	New Mexico 	Chaves 	13S-26E 	12 	
      80 acres being the S/2 SE/4 

	New Mexico 	Chaves 	13S-26E 	13 	
      80 acres being the N/2 NE/4 







SCHEDULE 4.30 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE ENVIRONMENTAL MATTERS 

None




SCHEDULE 4.33 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE PARACHUTE PAYMENTS 

Pursuant to that certain Option and Incentive Agreement dated
August 22, 2008, as amended, Mr. Risley was granted an option to acquire that
number of Class C Units of Pure equal to 2% of total partnership interests of
Pure, on a fully diluted basis. This option is now fully vested and Mr. Risley
intends to exercise this option prior to the Closing. 




SCHEDULE 4.35 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

PURE BROKERAGE FEES OR COMMISSIONS 

Pursuant to an agreement dated November 17, 2010 between Doral,
Pure and C.K. Cooper & Company, Inc. (“CK Cooper”), Doral has agreed to pay
to CK Cooper a fee equal to $125,000 upon Closing. If the Merger does not close,
CK Cooper will be paid a fee equal to $100,000, of which $50,000 will be paid by
Doral and $50,000 will be paid by Pure. In addition, Doral has agreed to pay to
CK Cooper a fee of $75,000 for the delivery by CK Cooper of a written fairness
opinion with respect to the Merger (the “Opinion”), plus an additional $10,000
for each update to the Opinion. 




DISCLOSURE SCHEDULES 5.3 THROUGH 5.36 
To the
Agreement And Plan Of Merger among Doral Energy Corp., Doral Acquisition Corp.,

Pure Gas Partners II, L.P. and Pure Energy Group, Inc.

DORAL AND DORAL SUB DISCLOSURE SCHEDULES 

Capitalized terms used in the Schedules referenced above but
not defined shall have the meaning set forth in the Agreement and Plan of Merger
(the “Agreement”) referenced above and dated of even date herewith. These
Disclosure Schedules of Doral and Doral Sub (the “Schedules”) are
qualified in their entirety by reference to specific provisions of the
Agreement, and they are not intended to constitute, and shall not be construed
as constituting, representations or warranties of Doral and Doral Sub except as
and to the extent provided in the Agreement. Inclusion of information herein
shall not be construed as an admission that such information (i) is material to
the business or financial condition or (ii) has or would constitute a Doral
Material Adverse Effect. The reference to or listing, description, disclosure or
other inclusion of any item or any other matter in these Schedules shall not
constitute or be construed as an assertion or representation that such item or
matter constitutes a violation of or a breach or default under any contract,
plan, lease, arrangement, commitment, order, law or permit or is otherwise an
admission of any liability or obligation to any third party except as and to the
extent provided in the Agreement. 

Disclosures are not necessarily limited to those that the
Agreement requires be disclosed in these Schedules. Such additional disclosures
are set forth for informational purposes and do not necessarily include other
matters of a similar nature.

Headings have been inserted in these Schedules for convenience
of reference only and shall to no extent have the effect of amending or changing
the express description of the Schedules herein as set forth in the Agreement.
Any matter disclosed in one provision, subprovision, section or subsection
hereof is deemed disclosed in the manner set forth in such original provision,
subprovision, section or subsection and incorporated by reference in any other
provision, subprovision, section or subsection for which applicability of such
information and disclosure is reasonably apparent on its face. 




SCHEDULE 5.3(a) 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

DORAL STOCK OBLIGATIONS 

Outstanding Stock Options Granted Under 2009 Stock
Incentive Plan 


	Number 	Price 	Expiry Date 	Optionee 	  
	304,000 	$0.50 	06/22/2014 	Stephen F.X. 	O’Neill 
	21,000 	$0.33 	10/26/2014 	Stephen F.X. 	O’Neill 
	97,000 	$0.26 	12/02/2014 	Stephen F.X. 	O’Neill 
	178,100 	$0.025 	03/23/2015 	Stephen F.X. 	O’Neill 
	712,900 	$0.028 	07/27/2015 	Stephen F.X. 	O’Neill 
	1,313,000 	  	  	  	  






SCHEDULE 5.6 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

DORAL SUBSIDIARIES 

	Name of Subsidiary 	Jurisdiction of Incorporation 
	 	 
	1. 	Doral West Corp. 	Nevada 
	 	 	 
	2. 	Doral Acquisition Corp. 	Nevada 






SCHEDULE 5.7 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

DORAL NONCONTRAVENTION 

Pursuant to that Purchase and Sale Agreement between Doral and
Alamo Resources, LLC (“Alamo”) dated April 30, 2010, Alamo has a right to
acquire any oil and gas interest acquired by Doral covering lands located in
Eddy County, New Mexico for a period of 24 months beginning June 15, 2010. 




SCHEDULE 5.11 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., Pure Gas Partners II, L.P.
and Pure Energy Group, Inc.

DORAL FINANCIAL STATEMENTS 

	• 	Consolidated Audited Financial Statements for
      the Fiscal Year ended July 31, 2010. 


Copies of Doral Financial Statements filed with Doral’s Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC.
Please see Doral’s report on Form 8-K, filed with the SEC on November 10, 2009
regarding the restatement of Doral’s financial statements for the year ended
July 31, 2008 and the interim periods ended October 31, 2008, January 31, 2009
and April 30, 2009 and Doral’s report on Form 8-K filed with the SEC on October
21, 2010 regarding the restatement of Doral’s financial statements for the
interim period ended April 30, 2010. 




SCHEDULE 5.12 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

DORAL UNDISCLOSED LIABILITIES 

None. 




SCHEDULE 5.13 
To the Agreement And Plan Of Merger
among Doral Energy Corp., Doral Acquisition Corp., 
Pure Gas Partners II,
L.P. and Pure Energy Group, Inc.

DORAL ABSENCE OF CHANGES 

None. 






	SCHEDULE 5.17 
	To the Agreement And Plan Of Merger among Doral Energy
      Corp., Doral Acquisition Corp., 
	Pure Gas Partners II, L.P. and Pure Energy Group, Inc. 
	 
	 
	DORAL PROPERTIES AND RELATED ENCUMBRANCES 


Wells and Leases 

(See attached.) 

Encumbrances 

Security interest granted in favor of Pure pursuant to that
  loan and security agreement between Doral and Pure dated September 23, 2010. 





Dated August 1, 2010 

Doral Energy Corp. Well List





	EXHIBIT "A" - Properties	Page 1 of 3	xls. Xl0000029 












	EXHIBIT "A" - Properties	Page  2 of 3	xls. Xl0000029 












	EXHIBIT "A" - Properties	Page 3 of 3  	xls. Xl0000029 









	SCHEDULE 5.18 
	To the Agreement And Plan Of Merger among Doral Energy
      Corp., Doral Acquisition Corp., 
	Pure Gas Partners II, L.P. and Pure Energy Group, Inc. 
	 
	 
	DORAL RIGHTS TO PRODUCTION 


None. 






	SCHEDULE 5.19 
	To the Agreement And Plan Of Merger among Doral Energy
      Corp., Doral Acquisition Corp., 
	Pure Gas Partners II, L.P. and Pure Energy Group, Inc. 
	 
	 
	DORAL WELL ABANDONMENT 
	 
	(See attached.) 








General info Loveless, Paul and Union leases










	SCHEDULE 5.20 
	To the Agreement And Plan Of Merger among Doral Energy
      Corp., Doral Acquisition Corp., 
	Pure Gas Partners II, L.P. and Pure Energy Group, Inc. 
	 
	 
	DORAL GAS OR PIPELINE IMBALANCES 


None. 






	SCHEDULE 5.25 
	To the Agreement And Plan Of Merger among Doral Energy
      Corp., Doral Acquisition Corp., 
	Pure Gas Partners II, L.P. and Pure Energy Group, Inc. 
	 
	 
	DORAL CONTRACTS AND COMMITMENTS 




	(a) 	Doral Material Contracts:





	 	• 	Lease Crude Oil Purchase Agreement dated
      September 23, 2008 between Doral and ConocoPhillips Company. 




	(c) 	Commitments for Capital Expenditures: 
	 	 
	 	None. 









	SCHEDULE 5.26 
	To the Agreement And Plan Of Merger among Doral Energy
      Corp., Doral Acquisition Corp., 
	Pure Gas Partners II, L.P. and Pure Energy Group, Inc. 
	 
	 
	DORAL INSURANCE POLICIES 


Bonds (Insurance agent is JS Ward and Son of Artesia,
  NM) 

	B004527-$50,000 Blanket Plugging Bond to the NMOCD
  
	B004526-$25,000 Statewide Oil & Gas Bond to the BLM 


Liability (Insurance agent is AON of Houston, Texas) 

	General Liability/Business Auto/Umbrella/Property Package - Policy
    #VK04208431
  
	Control of Well- Policy #EE1000346
  
	D&O Liability - Policy #DOHOAABB9V001
  
	Workers Compensation - Policy #HEUB5208M23610 


Health Insurance 

	Blue Cross/Blue Shield (Medical, Dental, Vision)- Group # 072171 







	SCHEDULE 5.27 
	To the Agreement And Plan Of Merger among Doral Energy
      Corp., Doral Acquisition Corp., 
	Pure Gas Partners II, L.P. and Pure Energy Group, Inc. 
	 
	 
	DORAL EMPLOYEES AND CONSULTANTS 




	Name 	Current Title or Position 	 
	 	 	 
	Everett Willard Gray, II 

        

    
	Chairman, Chief Executive 

      Officer, President, Chief Financial 

      Officer, Treasurer, Secretary
      and 

    a director 	No written compensation
      contract. 

      

    

	P. Mark Stark 	Consultant 	Written consulting agreement 
	 	 	dated October 13, 2010. 
	Debi Hughes 	Administrative Assistance 	No written compensation contract. 









	SCHEDULE 5.28 
	To the Agreement And Plan Of Merger among Doral Energy
      Corp., Doral Acquisition Corp., 
	Pure Gas Partners II, L.P. and Pure Energy Group, Inc. 
	 
	 
	DORAL BENEFIT PLANS 


	
    Doral 2009 Stock Incentive Plan. Summary of terms provided in Doral’s
      Annual Report on Form 10- K for the year ended July 31, 2010. Copy of Amended
      and Restated Plan filed as an exhibit to Doral’s Report on Form 8-K filed with
      the SEC on July 30, 2010. 

  
	
    Doral health insurance plan. See Schedule 5.26. 

  





 

	SCHEDULE 5.31 
	 To the Agreement And Plan Of Merger among Doral Energy Corp., Doral Acquisition Corp., 
	 Pure Gas Partners II, L.P. and Pure Energy Group, Inc. 
	 
	 
	DORAL ENVIRONMENTAL MATTERS 


 None. 




 

	SCHEDULE 5.34 
	 To the Agreement And Plan Of Merger among Doral Energy Corp., Doral Acquisition Corp., 
	 Pure Gas Partners II, L.P. and Pure Energy Group, Inc. 
	 
	 
	DORAL PARACHUTE PAYMENTS 


 None.




 

	SCHEDULE 5.35 
	 To the Agreement And Plan Of Merger among Doral Energy Corp., Doral Acquisition Corp., 
	 Pure Gas Partners II, L.P. and Pure Energy Group, Inc. 
	 
	 
	DORAL RELATED PARTY TRANSACTIONS 
	 
	 None. 









	SCHEDULE 5.36 
	To the Agreement And Plan Of Merger among Doral Energy
      Corp., Doral Acquisition Corp., 
	Pure Gas Partners II, L.P. and Pure Energy Group, Inc. 
	 
	 
	DORAL BROKERAGE FEES OR COMMISSIONS 


Pursuant to an agreement dated November 17, 2010 between Doral,
  Pure and C.K. Cooper & Company, Inc. (“CK Cooper”), Doral has agreed to pay
  to CK Cooper a fee equal to $125,000 upon Closing. If the Merger does not close,
  CK Cooper will be paid a fee equal to $100,000, of which $50,000 will be paid by
  Doral and $50,000 will be paid by Pure. In addition, Doral has agreed to pay to
  CK Cooper a fee of $75,000 for the delivery by CK Cooper of a written fairness
  opinion with respect to the Merger (the “Opinion”), plus an additional $10,000
  for each update to the Opinion. 




 

	SCHEDULE 6.1(p) 
	 To the Agreement And Plan Of Merger among Doral Energy Corp., Doral Acquisition Corp., 
	 Pure Gas Partners II, L.P. and Pure Energy Group, Inc . 
	 
	 
	FORM OF PARTNER CERTIFICATES 
	 
	 (see attached) 








CERTIFICATE OF QUALIFIED INVESTOR 

The undersigned hereby covenants, agrees, represents and
  warrants with and to Doral Energy Corp., a Nevada corporation (“Doral”), Doral Acquisition Corp., a Nevada corporation and the
  wholly owned subsidiary of Doral (“Doral Sub”), Pure Gas Partners II,
    L.P., a Texas limited partnership (“Pure”), and Pure Energy Group,
      Inc., a Texas corporation and the wholly owned subsidiary of Pure (“Pure
  Sub”) (Doral, Doral Sub, Pure and Pure Sub hereinafter collectively referred to
  as the “Merger Parties”) as follows, and acknowledges that the Merger Parties
  are relying on such covenants, agreements, representations and warranties in
  connection with the issuance by Doral of shares of Doral’s common stock (the
  “Doral Securities”) to Pure pursuant to that certain Agreement and Plan of
  Merger dated December 2, 2010 amongst the Merger Parties, and the subsequent
  distribution of the Doral Securities by Pure to the general and limited partners
  of Pure, including the undersigned, each pursuant to the exemptions from
  registration provided by Rule 506 of Regulation D of the US Securities Act of
  1933, as amended (the “Securities Act”): 

	 	1. 	The undersigned meets the definition of an accredited
      investor as set out in Rule 501 of Regulation D of the Securities Act, a
      copy of which definition is provided in Appendix A of this Certificate of
      Investor Qualification.

	 	 	 
	 	2. 	The undersigned has read Appendix B of this Certificate
      of Investor Qualification and hereby covenants, agrees, represents and
      warrants to Doral that each of the matters set out in Appendix B is true
      and correct.



The undersigned further agrees to indemnify and hold harmless
  the Merger Parties and their respective directors, officers, employees and
  agents against all losses, claims, costs, expenses and damages or liabilities
  which any of them may suffer or incur as a result of any breach by the
  undersigned of covenant, agreement, representation or warranty made or given
  pursuant hereto.

	 	Name of Investor (please print) 
	 	 
	 	Signature of Investor 
		(or authorized signatory of Investor if
      Investor is not a natural person) 
	 	 
		Name and Title of Authorized Signatory if Investor is not a
      natural person (please print) 
	 	 
	 	Address of Investor 
	 	 
	 	 
	 	 
		Jurisdiction of Organization of Investor if Investor is not a
      natural person (please print) 
	 	 
	 	Date 








APPENDIX A 

  TO

  CERTIFICATE OF INVESTOR
    QUALIFICATION 

Definition of Accredited Investor 

A person qualifies as an accredited investor if he, she or it,
  falls within any of the following categories set out in the definition of an
  “accredited investor” under Rule 501 of Regulation D of the US Securities Act of
  1933 as amended (the “Securities Act”): 

	
    Any bank as defined in Section 3(a)(2) of the Securities Act, or any
      savings and loan association or other institution as defined in Section
      3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary
      capacity; any broker or dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (the “Exchange Act”); any insurance company as
      defined in Section 2(13) of the Securities Act; any investment company
      registered under the Investment Company Act of 1940 (the “Investment Company
      Act”) or a business development company as defined in Section 2(a)(48) of the
      Investment Company Act; any Small Business Investment Company licensed by the
      US Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958; any plan established and maintained by a
      state, its political subdivisions, or any agency or instrumentality of a state
      or its political subdivisions, for the benefit of its employees, if such plan
      has total assets in excess of $5,000,000; any employee benefit plan within the
      meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”) if
      the investment decision is made by a plan fiduciary as defined in Section
      3(21) of ERISA, which is either a bank, savings and loan association,
      insurance company or registered advisor, or if the employee benefit plan has
      total assets in excess of $5,000,000 or, if a self- directed plan, with
      investment decisions made solely by persons that are accredited investors; 

  
	
    Any private business development company as defined in Section 202(a)(22)
      of the Investment Advisors Act of 1940; 

  
	
    Any natural person whose individual net worth, or joint net worth with that
      person's spouse, at the time of his or her purchase and excluding the value of
      his or her primary residence, net of any mortgage obligation secured by such
      property, exceeds $1,000,000 (for purposes of this calculation, if
      indebtedness secured by the person’s primary residence exceeds the value of
      the residence, the amount of such excess must be considered a liability and
      deducted from the person’s net worth); 

  
	
    Any natural person who had an individual income in excess of $200,000 in
      each of the two most recent years or joint income with that person's spouse in
      excess of $300,000 in each of those years and has a reasonable expectation of
      reaching that same income level in the current year; 

  
	
    Any organization described in Section 501(c)(3) of the Internal Revenue
      Code, corporation, Massachusetts or similar business trust, or partnership,
      not formed for the specific purpose of acquiring the securities offered, with
      total assets in excess of $5,000,000; 

  
	
    Any director, executive officer, or general partner of the issuer of the
      securities being offered or sold, or any director, executive officer, or
      general partner of a general partner of that issuer.; 

  
	
    Any trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the securities offered, whose purchase is
      directed by a sophisticated person as described in Section
        230.506(b)(2)(ii) of Regulation D under the Securities Act; or 

  
	
    Any entity in which all of the equity owners meet the requirements of at
      least one of the above noted categories. 

  


For the purposes of the foregoing terms in bold, the
  following definitions apply:

A sophisticated person as described in Section
  230.506(b)(2)(ii) of Regulation D of the Securities Act is a person who,
  either alone or with his, her or its representatives, has such knowledge and
  experience in financial and business matters that he, she or it is capable of
  evaluating the merits and risks of the prospective investment. 

A-1 





APPENDIX B 

  TO

  CERTIFICATE OF INVESTOR
    QUALIFICATION 

Covenants, Agreements, Representations and Warranties 

  To
  Be Provided By Investors 

The named person in this Certificate of Investor Qualification
  (the “Investor”) hereby covenants, agrees, represents and warrants to the Merger
  Parties as follows, and acknowledges that the Merger Parties are relying upon
  such covenants, agreements, representations and warranties in connection with
  the issuance of securities to Pure and the subsequent distribution of those
  securities to the Investor:

	1. 	Acquired Entirely for Own Account: The Investor is
      acquiring the Doral Securities to be distributed to it solely for the
      Investor’s own account and benefit for investment purposes, and not with a
      view to the resale or distribution of any part thereof. The Investor does
      not have any contract, undertaking, agreement or arrangement with any
      person to sell, transfer or otherwise dispose of, grant participations in
      or distribute the Doral Securities or any portion thereof.

	 	 
	2. 	Access to Information: The Investor has had full
      opportunity to review Doral’s filings with the Securities and Exchange
      Commission (the “SEC”), including, but not limited to, the Company’s
      annual reports, quarterly reports, current reports and additional
      information regarding the business and financial condition of Doral. The
      Investor has had full opportunity to (i) ask questions and receive answers
      from Doral regarding this information, and (ii) to review and discuss this
      information with the Investor's legal and financial advisors. The Investor
      has received all such information as he, she or it deems necessary and
      appropriate to enable the Investor to evaluate the financial risk inherent
      in an investment in the Doral Securities.

	 	 
	3. 	Economic Risk and Suitability: The Investor
      acknowledges that the Doral Securities involve a high degree of risk and
      are a speculative investment, and that he, she or it is able, without
      impairing the Investor’s financial condition, to bear the economic risk of
      an investment in the Doral Securities and has such knowledge and
      experience in financial and business matters such that it is capable of
      evaluating the merits and risks of an investment in the Doral
      Securities;

	 	 
	4. 	Restricted Securities: The Investor acknowledges
      and agrees that:





	 	(a) 	the offering of the Doral Securities to the Investor has
      not been reviewed, approved or disapproved by the SEC or any other
      securities regulatory authority or any other regulatory
      authority.

	 	 	 
	 	(b) 	the Doral Securities to be distributed to the Investor
      have not been registered under the Securities Act of 1933, as amended (the
      “Securities Act”) or any applicable state securities laws and accordingly,
      the Doral Securities will be “restricted securities” as defined in Rule
      144 of the Securities Act and will be subject to a “hold period” and
      possibly other resale restrictions under applicable securities legislation
      and the policies of the SEC and may not be offered, sold, pledged or
      otherwise transferred, directly or indirectly, without prior registration
      under the Securities Act and applicable state securities laws or pursuant
      to an applicable exemption from the registration requirements of those
      laws. The Investor agrees not to offer, sell, pledge or otherwise
      transfer, directly or indirectly, any of the Doral Securities absent an
      effective registration under the Securities Act and applicable state
      securities laws unless there is an applicable exemption from such
      registration requirements.

	 	 	 
	 	(c) 	the certificates representing any Doral Securities to be
      issued to the Investor will bear such restrictive legends as are required
      under the Securities Act and the applicable securities laws of any state
      of the United States or any other jurisdiction, including a restrictive
      legend substantially similar to the following:






  	 	“THE SHARES OF COMMON STOCK REPRESENTED BY THIS
        CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
            LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE
              OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
                SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
                  PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
                    ACT.” 
	 






	 	(d) 	Doral will make an notation in its records of the above
      described restrictions on transfer and restrictive legends, and Doral may
      refuse to register any sale or transfer of the Doral Securities, or to
      remove any restrictive legend, unless (i) such sale or transfer is made
      pursuant to an effective registration under the Securities Act and
      applicable state securities laws or (ii) there is an available exemption
      from such registration requirements and the Investor furnishes Doral with
      an opinion of counsel of such standing, and in such form and substance, as
      are reasonably satisfactory to Doral.





	5. 	General: The Investor understands, acknowledges
      and agrees that:

	 	 
		(a)         
      if the Investor is a natural person, the Investor is of legal age and
      capacity.



B-1 






	 	(b) 	if the Investor is a partnership, trust, corporation or
      other entity other than a natural person: (i) it was not organized for the
      purpose of acquiring the Doral Securities; (ii) it has the power and
      authority to execute this Certificate and the person executing said
      document on its behalf has the necessary power to do so.

	 	 	 
	 	(c) 	the Investor is a resident of the jurisdiction referred
      to under “Address of Investor” on the cover page of this
      Certificate.

	 	 	 
	 	(d) 	confirms that the Investor: (i) has not received any
      general solicitation or general advertisement, (ii) has not attended any
      seminar or meeting (whose attendees have been invited by any general
      solicitation or general advertisement), and (iii) has not received any
      advertisement in any newspaper, magazine, or similar media, broadcast on
      television or radio about acquiring the Doral Securities.

	 	 	 
	 	(e) 	this Certificate has been duly authorized and validly
      executed and delivered by the Investor.

	 	 	 
	 	(f) 	in completing and signing this Certificate, has provided
      information concerning himself, herself or itself that is correct and
      complete as of the date this Certificate is dated, and if there should be
      any material change in such information prior to the issuance of the Doral
      Securities he, she or it will immediately provide such information to
      Doral.

	 	 	 
	 	(g) 	the offering of the Doral Securities made to the Investor
      is intended to be exempt from the registration requirements of the
      Securities Act by virtue of Regulation D of the Securities Act, which is
      in part dependent upon the truth, completeness and accuracy of the
      statements made by the Investor in this Certificate.

	 	 	 
	 	(h) 	the covenants, agreements, representations and warranties
      of the Investor contained in this Certificate and in any other writing
      delivered in connection with the offer and sale of the Doral Securities to
      the Investor are true and correct, in all respects, as of the date this
      Certificate, and will be true and correct, in all respects, as of the date
      the Doral Securities are acquired as if made on and as of such
      date.



B-2