Filed by sedaredgar.com - Doral Energy Corp. - Exhibit 10.1






ASSIGNMENT AGREEMENT 

THIS AGREEMENT made as of the 30th day of July, 2009.


BETWEEN: 


  
    
      
        
          DORAL ENERGY CORP., a Nevada corporation
            with its head office located at 415 W. Wall Street, Suite 500, Midland,
            TX 79701

          (hereinafter called the “Assignor”)
          

        

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        
          LEGACY RESERVES LP., a Delaware limited
            partnership with its head office located at 303 West Wall Street,
            Suite 1400, Midland, TX 79701 

          (hereinafter called the “Assignee”)
          

        

      

    

  



OF THE SECOND PART 

WHEREAS: 

A.                      
By an agreement dated January 15, 2009 and as amended on February 23, 2009,
March 31, 2009 and April 21, 2009, copies of which are attached as Schedule A
hereto (collectively, the “Purchase Agreement”) between Miltex Oil
Company (the “Vendor”) and the Assignor, the Assignor has the right to purchase
all of the Vendor’s right, title and interest in and to certain oil and gas
leases located in Cochran County, Texas and as more particularly described in
the Purchase Agreement (collectively, the “Miltex Properties”); and

B.                      
The Assignee wishes to acquire all of the Assignor’s rights under, and interest
in, the Purchase Agreement, 

NOW THEREFORE THIS AGREEMENT WITNESSES THAT for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 

ASSIGNMENT 

1.                      
At Closing, the Assignor will assign to the Assignee, all of the Assignor’s
rights, title and interest in and under the Purchase Agreement. 

CONSIDERATION 

2.                      
In consideration for the Assignor assigning to the Assignee the Assignor’s
rights, title and interest in and under the Purchase Agreement, the Assignee
will, at Closing, pay to the Assignor the aggregate amount of $633,249.51 (the
“Closing Price”).

3.                      
The Assignee shall be obligated to pay to the Assignor the consideration set out
in Section 2 regardless of whether or not the Assignee completes the purchase of
the Miltex Properties. 




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ASSUMPTION OF OBLIGATIONS

4.                      
Upon Closing, the Assignee agrees to be bound by the provisions of the Purchase
Agreement and to assume all of the Assignor’s obligations thereunder as if the
Assignee had originally executed the same. The Assignee agrees to indemnify and
hold the Assignor harmless as to any claims or causes of action (including
attorneys fees and court costs) arising from the Purchase Agreement. 

ASSIGNOR’S REPRESENTATIONS AND WARRANTIES 

5.             
         The Assignor represents and
warrants to and covenants with the Assignee that: 

	 	(a) 	
      the Assignor has full corporate power and capacity to
      enter into this Agreement and this Agreement has been validly authorized,
      executed and delivered by the Assignor;

	 	 	 
	 	(b) 	
      the entering into and the performance of this Agreement
      and the transactions contemplated herein will not result in the violation
      of any of the terms and provisions of the constating documents of the
      Assignor, any shareholders’ or directors’ resolutions, or of any
      indenture, other agreement, written or oral, to which the Assignor may be
      bound or to which it may be subject, or any judgment, decree, order, rule
      or regulation of any court or administrative body by which the Assignor is
      bound, or any statute or regulation applicable to the Assignor;

	 	 	 
	 	(c) 	
      the Assignor is the lawful owner of, has good legal and
      beneficial title to, and has the right to assign its rights, title and
      interest in and under the Purchase Agreement;

	 	 	 
	 	(d) 	
      the Purchase Agreement is a valid and subsisting
      agreement;

	 	 	 
	 	(e) 	
      the Assignor has complied with all of the terms and
      conditions of the Purchase Agreement to date;

	 	 	 
	 	(f) 	
      there have been no defaults or acts by the Assignor under
      the Purchase Agreement which have or would permit the Vendor to terminate
      the Purchase Agreement;

	 	 	 
	 	(g) 	
      there are no liens or encumbrances against the Assignor
      that would materially affect the purchase by the Assignee of the Miltex
      Properties under the Purchase Agreement; and

	 	 	 
	 	(h) 	
      there is no litigation, proceeding or investigation
      pending or threatened against the Assignor or, to the best of the
      knowledge of the Assignor, the Vendor, nor does the Assignor know, or have
      any reasonable grounds to know, of any basis for any litigation,
      proceeding or investigation, which would materially affect the Purchase
      Agreement or the purchase and sale of the Miltex
  Properties



ASSIGNEE’S REPRESENTATIONS AND WARRANTIES 

6.                      
The Assignee represents and warrants to and covenants with the Assignor that:


	 	(a) 	
      the Assignee has full organizational power and capacity
      to enter into this Agreement and this Agreement has been validly
      authorized, executed and delivered by the
Assignee;







3 

	 	(b) 	
      the entering into and the performance of this Agreement
      and the transactions contemplated herein will not result in the violation
      of any of the terms and provisions of the constating documents of the
      Assignee, any unitholders’, partners, managers or directors’ resolutions,
      or of any indenture, other agreement, written or oral, to which the
      Assignee may be bound or to which it may be subject, or any judgment,
      decree, order, rule or regulation of any court or administrative body by
      which the Assignee is bound, or any statute or regulation applicable to
      the Assignee.



NO REPRESENTATIONS AND WARRANTIES REGARDING MILTEX
PROPERTIES 

7.                      
The Assignee agrees that the purchase by it of the Miltex Properties under the
Purchase Agreement shall be made on an “as is, where is” condition and state of
repair, and with all faults and defects, and that the Assignor makes no
representations, warranties or covenants of any kind or nature, express, implied
or statutory, including, but not limited to warranties of merchantability,
quality, condition, environmental condition or fitness for a particular purpose,
all of which are expressly disclaimed. The Assignor makes no representation,
covenant or warranty, express, implied or statutory, concerning the quality or
quantity of hydrocarbons or the ability of the Miltex Properties to produce
hydrocarbons or the prices which the Assignee will be entitled to receive for
any such hydrocarbons. For purposes of this Agreement, hydrocarbons shall
include, but not be limited to, all crude oil, condensate, natural gas, natural
gas liquids, casinghead gas, drip gasoline, products and other hydrocarbons,
water or other minerals produced from or attributable to the Miltex
Properties.

8.                      
The Assignor agrees to make available to the Assignee all title reports, reserve
reports or other information, reports or records in its possession relating to
the title or condition of the Miltex Properties (collectively, the “Due
Diligence Information”). The Assignee agrees not to use the Due Diligence
Information for any purpose other than the assignment contemplated in this
Agreement and the purchase by the Assignee of the Miltex Properties under the
Purchase Agreement, and the Assignee agrees not to disclose the Due Diligence
Information to any third party without the prior written consent of the
Assignor. 

REPRESENTATIONS AND WARRANTIES SURVIVE 

9.                      
The representations and warranties of the parties shall survive the completion
of the assignment of the Purchase Agreement. Each party agrees to indemnify the
other against any loss or damage sustained by such other party, directly or
indirectly, by reason of a breach of any of the particular party’s warranties or
representations. The parties acknowledge that the they have entered into this
Agreement relying on the warranties and representations provided by each to the
other, and no information which is now known or which may hereafter become known
to the parties or their particular officers, directors or professional advisors,
will limit or extinguish the right to indemnity hereunder. 

CLOSING 

10.                      Closing
(the “Closing”) will take place on July 31, 2009.

11.                     
Closing will be conditional on the representations and warranties set out in
Sections 5 and 6 continuing to be true on Closing. 

12.                     
At the Closing the Assignor shall deliver to the Assignee a document executed by
the Vendor acknowledging the Assignment and confirming that the Purchase
Agreement is in good standing. 




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13.                      At
the Closing, the Assignee will wire transfer the full amount of the Closing
Price to the Assignor’s bank account in accordance with wire transfer
instructions to be provided by the Assignor to the Assignee at Closing. 

MISCELLANEOUS 

14.                      The
parties shall do such further and other acts and execute such further and other
documents as may be necessary to carry out the true intent and purposes of this
Agreement fully and effectively. 

15.                     
Any notice required to be given under this Agreement shall be in writing and
addressed to the parties as hereinbefore set out and may be delivered or faxed
to the address set out on the front of this Agreement. Any notice given as
aforesaid shall be deemed to have been received, if delivered, when delivered
or, if faxed, on the business day after the date of faxing. 

16.                      This
Agreement shall enure to the benefit of and be binding upon the parties, their
respective successors and assigns. 

17.                      Time
shall be of the essence hereof. 

18.                     
The invalidity, illegality or unenforceability of any provision of this
Agreement shall not affect the validity, legality or enforceability of any other
provision hereof. 

19.                      The
headings used in this Agreement have been inserted for convenience of reference
only and shall not affect the meaning or interpretation of this Agreement or any
provision hereof.

20.                      Notwithstanding
the place where this Agreement may be executed by any of the parties hereto, the
parties expressly agree that all the terms and provisions hereof shall be
construed in accordance with and governed by the laws of the State of Nevada.


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21.                      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 party and delivered to the other party, it
being understood that all parties need not sign the same counterpart. 

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

ASSIGNOR: 

DORAL ENERGY CORP. 



	Per: 	/s
      Everett W. Gray II 	 
	  	Name:   Everett Willard Gray II 	 
	  	Title:     C.E.O. 	 




ASSIGNEE: 

LEGACY RESERVES OPERATING LP, a Delaware limited
partnership 

By: Legacy Reserves Operating GP LLC, its general partner

By: Legacy Reserves LP, its sole member

By: Legacy Reserves GP, LLC, its general partner 

	/s/ Kyle A.
      McGraw 	 
	Kyle A. McGraw, Executive Vice President 	 
	Business Development and Land 	 






SCHEDULE ‘A’ 

	 	1. 	
      Letter Agreement dated January 15, 2009 between Doral
      Energy Corp. and Miltex Oil Company (the “Original Agreement”).

	 	 	 
	 	2. 	
      Letter Agreement dated February 23, 2009 between Doral
      Energy Corp. and Miltex Oil Company amending the Original
  Agreement.

	 	 	 
	 	3. 	
      Letter Agreement dated March 31, 2009 between Doral
      Energy Corp. and Miltex Oil Company amending the Original
  Agreement.

	 	 	 
	 	4. 	
      Letter Agreement dated April 21, 2009 between Doral
      Energy Corp. and Miltex Oil Company amending the Original
  Agreement.



See attached.