Securities Purchase Agreement


    Exhibit
      10.1

    
 

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (this “Agreement”)
      is
      dated as of April 3, 2007, among Petro Resources Corporation, a Delaware
      corporation (the “Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively the “Purchasers”).

     

    R E C I T A L S 

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      Section 4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”)
      and
      Rule 506 promulgated thereunder, the Company desires to issue and sell to
      each Purchaser, and each Purchaser, severally and not jointly, desires to
      purchase from the Company, securities of the Company as more fully described
      in
      this Agreement.

     

    A G R E E M E N T 

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and each Purchaser agree as
      follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1    Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms have the meanings indicated in this
      Section 1.1:

     

    “Action”
shall
      have the meaning ascribed to such term in Section 3.1(l).

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as such
      terms are used in and construed under Rule 144
      under
      the Securities Act. With respect to a Purchaser, any investment fund or managed
      account that is managed on a discretionary basis by the same investment manager
      as such Purchaser will be deemed to be an Affiliate of such
      Purchaser.

     

    “Business
      Day”
means
      any day other than Saturday, Sunday and any day on which banks are required
      or
      authorized by law to be closed in the State of Texas.

     

    “Certificate
      of Designations”
means
      a
      certificate of designations of the Series A Preferred Stock, in the form of
Exhibit A
      attached
      hereto.

     

    “Closing”
means
      the consummation of the purchase and sale of the Shares pursuant to
      Section 2.1.

     

    “Closing
      Date”
shall
      have the meaning ascribed to such term in Section 2.2.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Common
      Stock”
means
      the common stock of the Company, par value $0.01 per share, and any other class
      of securities into which such securities may hereafter be reclassified or
      changed into.

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries which would entitle the holder
      thereof to acquire at any time Common Stock, including, without limitation,
      any
      debt, preferred stock, right, option, warrant, other instrument, or other
      subscription or purchase right with respect to Common Stock, that is at any
      time
      convertible into or exercisable or exchangeable for, or otherwise entitles
      the
      holder thereof to receive, Common Stock.

     

    “Company
      Assets”
means
      all assets and properties (including contract rights) of every kind, nature,
      character and description (whether real, personal or mixed, whether tangible
      or
      intangible and wherever situated), operated, owned, licensed or leased by the
      Company or its Subsidiaries.

     

    “Company
      Material Contracts”
means
      all contracts, agreements and instruments that (i) relate to any joint
      venture to which the Company or any Subsidiary thereof is a party or by which
      any of their respective material assets are bound, (ii) in any way restrict
      the ability of the Company or any Affiliate thereof from transacting any line
      of
      business, soliciting any clients or employees of any person or otherwise
      competing in any manner with any person, (iii) are between the Company or
      any Subsidiary thereof and any Company stockholder or Affiliate thereof,
      (iv) evidence indebtedness for borrowed money of the Company or any
      Subsidiary thereof in excess of $100,000 individually or $500,000 in the
      aggregate, (v) provide for annual payments of $500,000 in any period of twelve
      (12) months or $1,000,000 for the life of the contract, agreement or instrument,
      or (vi) any other contract, agreement or instrument that is material to the
      business, financial condition or operating of the Company and its Subsidiaries,
      taken as a whole.

     

    “Disclosure
      Schedules”
means
      the Disclosure Schedules of the Company delivered by the Company to the
      Purchasers contemporaneously with the execution of this Agreement. 

     

    “Effective
      Date”
means
      the date that the initial Registration Statement filed by the Company pursuant
      to the Registration Rights Agreement is first declared effective by the
      Commission.

     

    “Environmental
      Laws”
shall
      have the meaning ascribed to such term in Section 3.1(n).

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Intellectual
      Property Rights”
shall
      have the meaning ascribed to such term in Section 3.1(r). 

     

    
      
        
        

      

      
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    “Insurance
      Policies”
shall
      have the meaning ascribed to such term in Section 3.1(s).

     

    “Laws”
shall
      have the meaning ascribed to such term in Section 3.1(n).

     

    “Liens”
means
      a
      lien, mortgage, deed of trust, charge, pledge, hypothecation, security interest,
      claim, option, lease, encumbrance, right of first refusal, preemptive right
      or
      other restriction.

     

    “Material
      Adverse Effect”
shall
      have the meaning ascribed to such term in Section 3.1(b).

     

    “Material
      Permits”
shall
      have the meaning ascribed to such term in Section 3.1(p).

     

    “Option”
shall
      have the meaning ascribed to such term in Section 3.1(i).

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture or other non-corporate business enterprise, limited
      liability company, joint stock company, trust, organization, business, labor
      union or government (or an agency or subdivision thereof) or other entity of
      any
      kind.

     

    “Proceeding”
means
      an action, claim, suit, arbitration, alternate dispute resolution mechanism,
      investigation or proceeding (including, without limitation, an investigation
      or
      partial proceeding, such as a deposition), whether commenced or
      threatened.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated the date hereof, among the Company
      and
      the Purchasers, in the form of Exhibit “B” attached hereto.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Underlying
      Shares.

     

    “Remaining
      Warrants”
means
      common stock purchase warrants purchased by the Purchasers from the Company
      that
      will not be delivered by the Purchasers for cancellation in accordance with
      Section 2.1. 

     

    “Required
      Approvals”
shall
      have the meaning ascribed to such term in Section 3.1(e).

     

    “Rule 144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as
      such Rule may be amended from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      effect as such Rule. 

     

    “SEC
      Reports”
shall
      have the meaning ascribed to such term in Section 3.1(h).

     

    
      
        
        

      

      
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    “Securities”
means
      the Shares and Underlying Shares.

     

    “Series
      A Preferred Stock”
means
      the Series A Convertible Preferred Stock, $0.01 par value, of the
      Company, having the rights, preferences, privileges and
      restrictions set forth in the Certificate of Designations.”

     

    “Shares”
means
      the 2,240,467 shares of Series A Preferred Stock issued or issuable in the
      aggregate to the Purchasers pursuant to this Agreement.

     

    “Short
      Sales”
shall
      include all “short sales” as defined in Rule 200 of Regulation SHO under
      the Exchange Act (but
      shall not be deemed to include the location and/or reservation of borrowable
      shares of Common Stock). 

     

    “Subscription
      Amount”
means,
      as to each Purchaser, the sum of the Cash Consideration, Consideration Shares
      and Warrants to be delivered by such Purchaser in consideration of the Shares
      to
      be purchased hereunder by such Purchaser as specified on Schedule A
      hereto
      opposite the name of such Purchaser thereon, in United States Dollars and in
      immediately available funds.

     

    “Subsidiary”
means
      any subsidiary of the Company as set forth on Schedule 3.1(a).

     

    “Trading
      Market”
means
      the American Stock Exchange or any other market or exchange in the United States
      on which the Common Stock is listed or quoted for trading on the date in
      question.

     

    “Transaction
      Documents”
means
      this Agreement, the Certificate of Designations and the Registration Rights
      Agreement executed in connection with the transactions contemplated
      hereunder.

     

    “Underlying
      Shares” means
      the
      shares of Common Stock issuable upon conversion of the Shares and the Remaining
      Warrants.

     

    “Warrants” collectively
      mean 160,000 common stock purchase warrants purchased by the Purchasers from
      the
      Company in February 2006, each warrant entitling its holder to purchase one
      share of Common Stock at an exercise price of $3.00, expiring in
      2009.

     

    1.2    Other
      Definitional
      Provisions. 

     

    (a)    As
      used
      herein and in the other Transaction Documents, and any certificate or other
      document made or delivered pursuant hereto or thereto, unless the context
      requires otherwise, (i) the words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”, (ii) the
      word “incur” shall be construed to mean incur, create, issue, assume, become
      liable in respect of or suffer to exist (and the words “incurred” and
“incurrence” shall have correlative meanings), (iii) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer
      to any and all tangible and intangible assets and properties, including cash,
      securities, revenues, accounts, leasehold interests and contract rights,
(iv)
      any
      definition of or reference to any agreement, instrument or other document shall
      be construed as referring to such agreement, instrument or other document as
      from time to time amended, supplemented or otherwise modified (subject to any
      applicable restrictions hereunder), (v) any reference herein to any Person
      shall
      be construed to include such Person’s successors and assigns (subject to any
      restrictions on assignments and transfers set forth herein), and
      (vi)
      any reference to any law shall include all statutory and regulatory provisions
      consolidating, amending, replacing or interpreting such law and any reference
      to
      any law or regulation shall refer to such law or regulation as amended, modified
      or supplemented from time to time.

     

    
      
        
        

      

      
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    (b)    The
      words
“hereof”, “herein” and “hereunder” and words of similar import when used in this
      Agreement shall refer to this Agreement as a whole and not to any particular
      provision of this Agreement, and Section, Schedule and
      Exhibit references are to this Agreement unless otherwise
      specified.

     

    (c)    The
      meanings given to terms defined herein shall be equally applicable to both
      the
      singular and plural forms of such terms.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1    Purchase
      and Sale.
      Upon
      the terms and subject to the conditions set forth herein, the Company agrees
      to
      sell, and each Purchaser agrees to purchase, severally and not jointly, the
      number of Shares set forth on Schedule A hereto opposite the name of each
      such Purchaser, (which in the aggregate shall equal 2,240,467 Shares), for
      the
      Subscription Amount set forth thereon opposite the name of each such Purchaser.
      On the Closing Date, the Company shall deliver to each Purchaser its respective
      Shares to be issued at the Closing, and each Purchaser shall deliver to the
      Company its portion of the following aggregate consideration as specified on
      Schedule A:

     

    (i)    $2,000,000
      of immediately available funds via wire transfer (“Cash
      Consideration”);

     

    (ii)   1,573,800
      shares (“Consideration
      Shares”)
      of
      Common Stock presently held by the Purchasers and which shall be cancelled
      and
      returned to the treasury of the Company; and

     

    (iii)   160,000
      Warrants presently held by the Purchasers and which shall be cancelled by the
      Company.

     

    The
      parties acknowledge and agree that the purchase price per Share shall be $3.00,
      and for purposes of this Agreement each Consideration Share has been valued
      by
      the parties at $3.00 per Consideration Share.

     

    2.2    Closing.
      The
      Closing shall occur at the offices of Greenberg Traurig, LLP, 650 Town Center
      Drive, Suite 1700, Costa Mesa, California 92626, or such other location as
      the parties shall mutually agree, on the date hereof, after all conditions
      set
      forth in Sections 2.3 and 2.4 are satisfied or waived (the “Closing
      Date”)
      or
      such other date and at such other time as the Company and the Purchasers may
      mutually agree. 

     

    
      
        
        

      

      
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    2.3    Deliveries.
      

     

    (a)    On
      or
      prior to the Closing Date, the Company shall deliver or cause to be delivered
      to
      each Purchaser the following:

     

    (i)    this
      Agreement duly executed by the Company;

     

    (ii)    the
      Registration Rights Agreement duly executed by the Company;

     

    (iii)   one
      or
      more stock certificates evidencing the number of Shares to be issued to each
      Purchaser as specified on Schedule A, registered in the name of such
      Purchaser;

     

    (iv)   evidence
      that the Certificate of Designations has been filed and has become effective
      on
      or prior to the Closing Date with the Secretary of State of
      Delaware;

     

    (v)    the
      certificate described in Section 2.4(b)(iii);
      and


     

    (vi)   certificates
      of good standing for the Company and its Subsidiaries issued as of a recent
      date
      by the Secretary of State of the State of Delaware, and a certificate dated
      as
      of the Closing Date executed by an officer of the Company certifying
      (A) that the attached resolutions of the board of directors of the Company
      approving the Transaction Documents and the transactions contemplated thereby
      are true, complete and correct and remain unamended and in full force and
      effect, (B) that the Company shall have reserved out of its authorized and
      unissued Common Stock, solely for the purpose of effecting the conversion of
      the
      Shares and the exercise of the Remaining Warrants, at least 2,500,000 shares
      of
      Common Stock, and (C) as to the incumbency and specimen signature of each
      officer of the Company executing each Transaction Document and any other
      document delivered in connection herewith.

     

    (b)    On
      or
      prior to the Closing Date, each Purchaser shall deliver or cause to be delivered
      to the Company the following:

     

    (i)    this
      Agreement duly executed by such Purchaser;

     

    (ii)   such
      Purchaser’s portion of the Cash Consideration by wire transfer to one or more
      accounts as specified by the Company to the Purchasers at least two
      (2) Business Days prior to the Closing;

     

    (iii)   original
      certificates representing the Purchaser’s share of the Consideration Shares,
      along with stock powers and Medallion guarantees effectively transferring the
      Consideration Shares to the Company for cancellation in form satisfactory to
      the
      Company; 

     

    
      
        
        

      

      
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    (iv)   original
      certificates representing the Purchaser’s share of the Warrants, along with an
      assignment effectively transferring the Warrants to the Company for cancellation
      in form satisfactory to the Company; and

     

    (v)    the
      Registration Rights Agreement duly executed by such Purchaser.

     

    2.4    Closing
      Conditions. 

     

    (a)    The
      obligations of the Company hereunder in connection with the Closing are subject
      to the following conditions being met:

     

    (i)    the
      representations and warranties of each of the Purchasers contained in
      Section 3.2
      of this
      Agreement shall be true and correct in all material respects (except for such
      representations and warranties which are qualified by their terms by a reference
      to materiality, which representations and warranties as so qualified shall
      be
      true and correct in all respects) at and as of the Closing Date with the same
      force and effect as if made as of the Closing Date, except to the extent such
      representations and warranties are made as of another date, in which case such
      representations and warranties shall be true and correct in all material
      respects (except for such representations and warranties which are qualified
      by
      their terms by a reference to materiality, which representations and warranties
      as so qualified shall be true and correct in all respects) as of such other
      date;

     

    (ii)    all
      obligations, covenants and agreements of the Purchasers required to be performed
      at or prior to the Closing Date shall have been performed;

     

    (iii)   the
      delivery by each Purchaser of a certificate dated as of the Closing Date
      executed by an officer of each Purchaser certifying that the conditions set
      forth in Sections 2.4(a)(i)
      and
2.4(a)(ii)
      have
      been satisfied; and

     

    (iv)   the
      delivery by the Purchasers of the items set forth in Section 2.3(b)
      of this
      Agreement.

     

    (b)    The
      respective obligations of the Purchasers hereunder in connection with the
      Closing are subject to the following conditions being met:

     

    (i)    the
      representations and warranties of the Company contained in
      Section 3.1
      of this
      Agreement shall be true and correct in all material respects (except for such
      representations and warranties which are qualified by their terms by a reference
      to materiality or Material Adverse Effect, which representations and warranties
      as so qualified shall be true and correct in all respects) at and as of the
      Closing Date with the same force and effect as if made as of the Closing Date,
      except to the extent such representations and warranties are made as of another
      date, in which case such representations and warranties shall be true and
      correct in all material respects (except for such representations and warranties
      which are qualified by their terms by a reference to materiality or Material
      Adverse Effect, which representations and warranties as so qualified shall
      be
      true and correct in all respects) as of such other date;

     

    
      
        
        

      

      
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    (ii)   all
      obligations, covenants and agreements of the Company required to be performed
      at
      or prior to the Closing Date shall have been performed;

     

    (iii)   the
      delivery by the Company of a certificate dated as of the Closing Date executed
      by an officer of the Company certifying that the conditions set forth in
      Sections 2.4(b)(i)
      and
2.4(b)(ii)
      have
      been satisfied; and

     

    (iv)   the
      delivery by the Company of the items set forth in Section 2.3(a)
      of this
      Agreement.

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1    Representations
      and Warranties of the Company.
      Contemporaneously with the execution and delivery of this Agreement by the
      Company, the Company is delivering to the Purchasers the Disclosure
      Schedules with numbered sections corresponding to the relevant sections in
      this Article III.
      Except
      as set forth in the corresponding section of the Disclosure Schedules, the
      Company represents and warrants to the Purchasers as follows:

     

    (a)    Subsidiaries.
      All of
      the direct and indirect subsidiaries of the Company are set forth on
Schedule 3.1(a).
      The
      Company owns, directly or indirectly, all of the capital stock or other equity
      interests of each Subsidiary free and clear of any Liens, and all the issued
      and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights to
      subscribe for or purchase securities. The Company does not own any capital
      stock, membership interests or other ownership or equity interests, whether
      direct or indirect, in any Person that is not a Subsidiary of the
      Company.

     

    (b)    Organization
      and Qualification.
      The
      Company and each of the Subsidiaries is an entity duly incorporated or otherwise
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation or organization (as applicable), with the
      requisite power and authority to own and use its properties and assets and
      to
      carry on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation or default of any of the provisions of its respective
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents. Each of the Company and the Subsidiaries is duly qualified
      to
      conduct business and is in good standing as a foreign corporation or other
      entity in each jurisdiction in which the nature of the business conducted or
      property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing, as the case may be, has not
      had
      and could not reasonably be expected to result in (i) a material adverse
      effect on the assets, business, properties, prospects, results of operation
      or
      condition (financial or otherwise) of the Company and its Subsidiaries, taken
      as
      a whole, or (ii) a material impairment or delay of the Company’s ability to
      perform its obligations under any Transaction Document (either of (i) or
      (ii), a “Material
      Adverse Effect”)
      and no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    
      
        
        

      

      
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    (c)    Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out and perform its obligations thereunder. The execution
      and delivery of each of the Transaction Documents by the Company, the
      performance by the Company of its obligations thereunder, and the consummation
      by it of the transactions contemplated thereby have been duly authorized by
      all
      necessary action on the part of the Company and no further action is required
      by
      the Company, its board of directors or its stockholders in connection therewith
      other than in connection with the Required Approvals. Each Transaction Document
      has been (or upon delivery will have been) duly executed by the Company and,
      when delivered in accordance with the terms hereof and thereof, will constitute
      the valid and binding obligation of the Company enforceable against the Company
      in accordance with its terms except (i) as limited by general equitable
      principles and applicable bankruptcy, insolvency, reorganization, moratorium
      and
      other laws of general application affecting enforcement of creditors’ rights
      generally and (ii) as limited by laws relating to the availability of
      specific performance, injunctive relief or other equitable
      remedies.

     

    (d)    No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company,
      the performance by the Company of its obligations thereunder (including the
      issuance and sale of the Shares) and the consummation by the Company of the
      other transactions contemplated thereby do not and will not (i) conflict
      with or violate any provision of the Company’s or any Subsidiary’s certificate
      or articles of incorporation, bylaws or other organizational or charter
      documents, or (ii) conflict with, or constitute a default (or an event that
      with notice or lapse of time or both would become a default) under, result
      in
      the creation of any Lien upon any of the properties or assets of the Company
      or
      any Subsidiary, or give to others any rights of termination, amendment,
      acceleration or cancellation (with or without notice, lapse of time or both)
      of,
      any agreement, credit facility, debt or other instrument (evidencing a Company
      or Subsidiary debt or otherwise) or other understanding to which the Company
      or
      any Subsidiary is a party or by which any property or asset of the Company
      or
      any Subsidiary is bound or affected, or (iii) subject to the Required
      Approvals, conflict with or result in a violation of any law, rule, regulation,
      order, judgment, injunction, decree or other restriction of any court or
      governmental authority to which the Company or a Subsidiary is subject
      (including federal and state securities laws and regulations), or by which
      any
      property or asset of the Company or a Subsidiary is bound or
      affected.

     

    (e)    Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with the execution, delivery and performance by the Company of the
      Transaction Documents, other than (i) filings required pursuant to
      Section 4.4
      of this
      Agreement, (ii) the filing with the Commission of the Registration
      Statement, (iii) application(s) to each applicable Trading Market for the
      listing of the Underlying Shares for trading thereon in the time and manner
      required thereby, and (iv) the filing of Form D with the Commission and
      such filings as are required to be made under applicable state securities laws
      (collectively, the “Required
      Approvals”).

     

    
      
        
        

      

      
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    (f)    Issuance
      of the Securities.
      The
      Securities are duly authorized and, when issued and paid for in accordance
      with
      the applicable Transaction Documents, will be duly and validly issued, fully
      paid and nonassessable, free and clear of all Liens (other than Liens imposed
      by
      any Purchaser) other than restrictions on transfer provided for in the
      Transaction Documents. The Company has reserved from its duly authorized capital
      stock the Securities issuable pursuant to this Agreement.

     

    (g)    Capitalization.
      As of
      the Closing, the capitalization of the Company is as set forth on Schedule 3.1(g).
      No
      Person has any right of first refusal, preemptive right, right of participation,
      or any similar right to participate in the transactions contemplated by the
      Transaction Documents. Except for the Shares or as set forth on Schedule 3.1(g),
      there
      are no outstanding options, warrants, stock appreciation rights, phantom stock,
      other rights with equity features, script rights to subscribe to, calls or
      commitments of any character whatsoever relating to, or securities, rights
      or
      obligations convertible into or exercisable or exchangeable for, or giving
      any
      Person any right to subscribe for or acquire, any shares of Common Stock, or
      contracts, commitments, understandings or arrangements by which the Company
      or
      any Subsidiary is or may become bound to issue additional shares of Common
      Stock
      or Common Stock Equivalents. The issuance and sale of the Shares will not
      obligate the Company to issue shares of Common Stock or other securities to
      any
      Person (other than the Purchasers) and will not result in a right of any holder
      of Company securities to adjust the exercise, conversion, exchange or reset
      price under any of such securities. All of the outstanding shares of capital
      stock of the Company are validly issued, fully paid and nonassessable, have
      been
      issued in compliance with all federal and state securities laws, and none of
      such outstanding shares was issued in violation of any preemptive rights or
      similar rights to subscribe for or purchase securities. No further approval
      or
      authorization of any stockholder, the Board of Directors of the Company or
      others is required for the issuance and sale of the Shares. There are no
      stockholders agreements, voting agreements or other similar agreements with
      respect to the Company’s capital stock to which the Company is a party or, to
      the knowledge of the Company, between or among any of the Company’s
      stockholders.

     

    (h)    SEC
      Reports; Financial Statements.
      The
      Company has filed all reports, schedules, forms, statements and other documents
      required to be filed by it under the Securities Act and the Exchange Act,
      including pursuant to Section 13(a) or 15(d) thereof, for the period
      commencing July 26, 2006 through the date hereof (the foregoing materials,
      including the exhibits thereto and documents incorporated by reference therein,
      being collectively referred to herein as the “SEC
      Reports”)
      on a
      timely basis or has received a valid extension of such time of filing and has
      filed any such SEC Reports prior to the expiration of any such extension. As
      of
      their respective dates, except as set forth on Schedule
      3.1(h),
      the SEC
      Reports complied in all material respects with the requirements of the
      Securities Act and the Exchange Act and the rules and regulations of the
      Commission promulgated thereunder, as applicable, and none of the SEC Reports,
      when filed, contained any untrue statement of a material fact or omitted to
      state a material 

     

    
      
        
        

      

      
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      fact
        required to be stated therein or necessary in order to make the statements
        therein, in the light of the circumstances under which they were made, not
        misleading. There are no outstanding or unresolved comments in comment letters
        received from the SEC staff with respect to the SEC Reports. Except as set
        forth
        on Schedule
        3.1(h),
        the
        financial statements of the Company included or incorporated by reference
        in the
        SEC Reports complied in all material respects with applicable accounting
        requirements and the rules and regulations of the Commission with respect
        thereto as in effect at the time of filing. Except as set forth on Schedule
        3.1(h),
        such
        financial statements have been prepared in accordance with United States
        generally accepted accounting principles applied on a consistent basis during
        the periods involved (“GAAP”),
        except as may be otherwise specified in such financial statements or the
        notes
        thereto and except that unaudited financial statements may not contain all
        footnotes required by GAAP, and fairly present in all material respects the
        consolidated financial position of the Company and its consolidated Subsidiaries
        as of and for the dates thereof and their consolidated results of operations
        and
        cash flows for the periods then ended, subject, in the case of unaudited
        statements, to normal, immaterial, year-end audit
        adjustments.

    

     

    (i)    Option.
      Except
      as set forth on Schedule
      3.1(o),
      each
      stock option granted by the Company or any of its Subsidiaries (an “Option”)
      to any
      Person (i) has been granted in accordance with the applicable terms and
      conditions of the plan or arrangement pursuant to which it was granted and
      (ii) was granted at an exercise price equal to or greater than the last
      sale price of a share as of the date of grant. The date of grant of each Option
      reflected on the books and records of the Company and used in determining the
      accounting charge, if any, in respect of such Option is the actual date on
      which
      such Option was granted. There is no internal or external investigation ongoing
      or completed, the subject of which was wholly or partially the determination
      of
      the proper grant date of Options. For purposes of this Section 3.1(i),
      the
      term “Option” includes each stock option which would be an Option but for the
      fact that it was exercised prior to the date of this Agreement.

     

    (j)    Company
      Material Contracts.
      Each
      Company Material Contract is in full force and effect, is the valid and binding
      obligation of the parties thereto and is enforceable in accordance with its
      terms. Neither the Company nor any of its
      Subsidiaries nor, to the Company’s knowledge, any other party to any Company
      Material Contract is in material breach of or in material default under any
      Company Material Contract, and, to the Company’s knowledge, no event has
      occurred or is continuing that with notice or lapse of time or both would
      constitute such a breach or default, nor has such party given notice of any
      action to terminate, cancel, rescind or procure a judicial reformation
      thereof. 

     

    (k)    Material
      Changes; Undisclosed Events, Liabilities or Developments.
      Since
      the date of the latest audited financial statements included within the SEC
      Reports, except as specifically disclosed in a subsequent SEC Report,
      (i) there has been no event, occurrence or development that, individually
      or in the aggregate, has had or that could reasonably be expected to result
      in a
      Material Adverse Effect, (ii) the Company has not incurred any liabilities
      (contingent or otherwise) other than trade payables and accrued expenses
      incurred in the ordinary course of business consistent with past practice,
      (iii) none of the Company and any Company Subsidiaries maintain any
“off-balance sheet arrangement” within the meaning of Item 303 of
      Regulation S-K of the Securities and Exchange Commission, (iv) the
      Company has not altered its accounting

     

    
      
        
        

      

      
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      methods,
        principles or practices, (v) the Company has not declared or made any
        dividend or distribution of cash or other property to its stockholders or
        purchased, redeemed or made any agreements to purchase or redeem any shares
        of
        its capital stock, (vi) the Company has not issued any equity securities to
        any officer, director or Affiliate, except pursuant to existing Company stock
        option plans, and (vii) the Company has not suffered any material damage,
        destruction or loss of or to any of its property or assets. The Company does
        not
        have pending before the Commission any request for confidential treatment
        of
        information.

    

     

    (l)    Litigation.
      There
      is no Proceeding against or affecting the Company, any Subsidiary or any of
      their respective properties before or by any court, arbitrator, governmental
      or
      administrative agency or regulatory authority (federal, state, county, local
      or
      foreign) (collectively, an “Action”)
      which
      materially adversely affects or challenges the legality, validity or
      enforceability of any of the Transaction Documents or the Shares. There is
      no
      Action that has not been disclosed in the SEC Reports. The Commission has not
      issued any stop order or other order suspending the effectiveness of any
      registration statement filed by the Company or any Subsidiary under the Exchange
      Act or the Securities Act.

     

    (m)   Labor
      Relations.
      No
      material labor dispute exists or, to the knowledge of the Company, is imminent
      with respect to any of the employees of the Company which could reasonably
      be
      expected to result in a Material Adverse Effect. None of the Company’s or its
      Subsidiaries’ employees is a member of a union that relates to such employee’s
      relationship with the Company, and neither the Company or any of its
      Subsidiaries is or has been a party to a collective bargaining agreement, and
      the Company and its Subsidiaries believe that their relationships with their
      employees are good. No executive officer, to the knowledge of the Company,
      is,
      or is now expected to be, in violation of any material term of any employment
      contract, confidentiality, disclosure or proprietary information agreement
      or
      non-competition agreement, or any other contract or agreement or any restrictive
      covenant, and the continued employment of each such executive officer does
      not
      subject the Company or any of its Subsidiaries to any liability with respect
      to
      any of the foregoing matters. The Company and its Subsidiaries are in compliance
      with all U.S. federal, state, local and foreign laws and regulations relating
      to
      employment and employment practices, terms and conditions of employment and
      wages and hours, except where the failure to be in compliance has not had and
      could not reasonably be expected, individually or in the aggregate, to have
      a
      Material Adverse Effect.

     

    (n)    Compliance.
      Neither
      the Company nor any Subsidiary (i) is in default under or in violation of
      (and no event has occurred that has not been waived that, with notice or lapse
      of time or both, would result in a default by the Company or any Subsidiary
      under), nor has the Company or any Subsidiary received notice of a claim that
      it
      is in default under or that it is in violation of, any indenture, loan or credit
      agreement or any other agreement or instrument to which it is a party or by
      which it or any of its properties is bound (whether or not such default or
      violation has been waived), (ii) is in violation of any order of any court,
      arbitrator or governmental body, or (iii) is or has been in violation of
      any local, foreign, state or federal statute, rule or regulation of any
      governmental authority (“Laws”),
      including all Laws applicable to its business and all such Laws that relate
      to
      pollution or protection of the environment or worker health and safety
      (“Environmental
      Laws”).

     

    
      
        
        

      

      
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    (o)    Environmental
      Laws.
      To the
      knowledge of the Company, the oil and gas operations in which the Company or
      any
      of the Subsidiaries holds an ownership interest (i) are in compliance in
      all material respects with applicable Environmental Laws, (ii) are not
      subject to any material liabilities arising pursuant to Environmental Laws,
      and
      (iii) are not subject to any material Actions arising pursuant to
      Environmental Laws.

     

    (p)    Regulatory
      Permits.
      The
      Company and the Subsidiaries possess all certificates, authorizations and
      permits issued by the appropriate federal, state, local or foreign regulatory
      authorities necessary to conduct their respective businesses as described in
      the
      SEC Reports, except where the failure to possess such permits has not had and
      could not reasonably be expected, individually or in the aggregate, to result
      in
      a Material Adverse Effect (“Material
      Permits”),
      and
      neither the Company nor any Subsidiary has received any notice of proceedings
      relating to the revocation or modification of any Material Permit. All Material
      Permits are valid and in full force and effect, and the Company or the
      respective Subsidiary of the Company that is a party thereto is in compliance
      with each such Material Permit.

     

    (q)    Assets.

     

    (i)  Title
      to Assets.
      The
      Company and/or the Subsidiaries have good and marketable title in fee simple
      to
      all parcels of real property and facilities owned by the Company and/or the
      Subsidiaries, or good and valid leasehold title to all parcels of real property
      and facilities leased by the Company and/or the Subsidiaries, and good and
      marketable title in all personal property owned by them that is material to
      the
      business of the Company and/or the Subsidiaries, in each case free and clear
      of
      all Liens, except for Liens as do not materially affect the value of such
      property and do not materially interfere with the use made and proposed to
      be
      made of such property by the Company and/or the Subsidiaries, and Liens for
      the
      payment of federal, state or other taxes, the payment of which is neither
      delinquent nor subject to penalties. Each of the real property leases (including
      all modifications, amendments and supplements) that pertain to parcels of real
      property or facilities leased by the Company and/or the Subsidiaries is in
      full
      force and effect, is the valid and binding obligation of the parties thereto
      and
      is enforceable in accordance with its terms. Neither the Company nor any of
      the
      Subsidiaries have any knowledge that there is any condemnation, eminent domain
      or similar proceeding pending or threatened with respect to any of the real
      property. 

     

    (ii)   Sufficiency
      of Assets.
      As of
      the Closing Date, the Company Assets constitute all the properties, assets
      and
      rights as are necessary and sufficient for the operation of the business of
      the
      Company and its Subsidiaries as it is conducted as of the Closing
      Date. 

     

    
      
        
        

      

      
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      (r)    Patents
        and Trademarks.
        

       

      (i)    The
        Company and the Subsidiaries own all right, title and interest in, or have
        a
        valid right to use, all patents, patent applications, trademarks, trademark
        applications, service marks, trade names, trade secrets, inventions, copyrights,
        licenses, domain names, software and other intellectual property rights and
        similar rights necessary or material for use in connection with their respective
        businesses as presently conducted and currently contemplated to be conducted
        (collectively, the “Intellectual
        Property Rights”),
        free
        and clear of all Liens. Schedule
        3.1(r)
        sets
        forth a complete and accurate list of all such Intellectual Property Rights
        that
        have been registered, have issued or are subject to pending applications,
        in any
        jurisdiction throughout the world. 

       

      (ii)   Schedule
        3.1(r)
        sets
        forth a complete and accurate list of all intellectual property licenses
        under
        which the Company or any of its Subsidiaries is a licensor, licensee,
        distributor or reseller, excluding licenses granted to the Company or its
        Subsidiaries for mass-marketed software. The Company and its Subsidiaries
        have
        substantially performed all of their respective obligations under such
        intellectual property licenses.

    

     

    (iii)   The
      conduct of the Company and its Subsidiaries as currently conducted and as
      conducted in the past has not and does not infringe, misappropriate or violate
      any intellectual property rights of any Person and there are no claims pending
      or, to the Company’s knowledge, threatened against the Company or its
      Subsidiaries claiming that the conduct of the Company or its Subsidiaries
      infringes or may infringe the intellectual property rights of any third party.
      To the knowledge of the Company, all Intellectual Property Rights are valid
      and
      enforceable and there is no existing infringement by another Person of any
      of
      the Intellectual Property Rights.

     

    (iv)    The
      Company and its Subsidiaries have taken reasonable security measures to protect
      the secrecy, confidentiality and value of all of their Intellectual Property
      Rights. Each present or past employee, officer, consultant or any other Person
      who developed any part of any of the Intellectual Property Rights owned by
      the
      Company or its Subsidiaries has executed a valid and enforceable agreement
      with
      the Company or its Subsidiaries obligating the employee or contractor to keep
      any Company or Subsidiary confidential information confidential both during
      and
      after the term of employment or contract and conveying any and all right, title
      and interest in and to all intellectual property developed by such Person in
      connection with such Person’s employment or contract to the Company or its
      Subsidiaries.

     

    (s)    Insurance.
      Each of
      the Company and its Subsidiaries maintains insurance policies (the “Insurance
      Policies”)
      with
      insurance carriers believed by the Company to be reputable against all risks
      of
      a character and in such amounts, in all material respects, as are usually
      insured against by similarly situated companies in the same or similar
businesses.
      Each material Insurance Policy is in full force
      and
      effect and is valid, outstanding and enforceable, and all premiums due thereon
      have been paid in full.
      None of
      the Company or any of its Subsidiaries is in default with respect to any
      material provision of any such Insurance Policy, and there has not been any
      cancellation, non-renewal or termination, or threatened cancellation,
      non-renewal or termination of insurance coverage under any Insurance Policy.
      As
      of the date hereof, the Company has sufficient access to replacement insurance
      coverage such that, in the event of the cancellation or non-renewal of any
      given
      Insurance Policy, the Company would reasonably be expected to be able to
      maintain insurance coverage on terms and in amounts comparable in all material
      respects to its current insurance coverage under the Insurance Policies in
      effect as of the date hereof.
      As of
      the date hereof, neither the Company nor any of its Subsidiaries has suffered
      any loss that is not covered by any given Insurance Policy.

     

    
      
        
        

      

      
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    (t)    Transactions
      With Affiliates and Employees.
      Except
      as set forth in the SEC Reports, none of the officers or directors of the
      Company and, to the knowledge of the Company, none of the employees of the
      Company is presently a party to any transaction with the Company or any
      Subsidiary (other than for services as employees, officers and directors),
      including any contract, agreement or other arrangement providing for the
      furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer,
      director or such employee or, to the knowledge of the Company, any entity in
      which any officer, director, or any such employee has a substantial interest
      or
      is an officer, director, trustee or partner, in each case in excess of $60,000
      other than (i) for payment of salary or consulting fees for services
      rendered, entered into on an arm’s length basis, (ii) reimbursement for
      expenses incurred on behalf of the Company and (iii) for other employee
      benefits, including stock option agreements under any stock option plan of
      the
      Company.

     

    (u)    Internal
      Controls and Procedures.
      The
      Company and its Subsidiaries have established and maintain disclosure controls
      and procedures and internal control over financial reporting (as such terms
      are
      defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the
      Exchange Act) as required by Rule 13a-15 under the Exchange Act. The
      Company’s and its Subsidiaries’ disclosure controls and procedures are
      reasonably designed to ensure that all material information required to be
      disclosed by the Company and its Subsidiaries in the SEC Reports are recorded,
      processed, summarized and reported within the time periods specified in the
      rules and forms of the SEC, and that all such material information is
      accumulated and communicated to the management of the Company and its
      Subsidiaries as appropriate to allow timely decisions regarding required
      disclosure and to make the certifications required pursuant to Sections 302
      and 906 of the Sarbanes-Oxley Act of 2002, as amended, and the rules and
      regulations promulgated thereunder. The Company and its applicable Subsidiaries
      have disclosed, based on their most recent evaluations, to the Company’s and
      such Subsidiaries’ outside auditors and the audit committee of the board of
      directors of the Company and such Subsidiaries (A) all significant
      deficiencies and material weaknesses in the design or operation of internal
      controls over financial reporting (as defined in Rule 13a-15(f) of the
      Exchange Act) which are reasonably likely to adversely affect in any material
      respect the Company’s and such Subsidiaries’ ability to record, process,
      summarize and report financial data and (B) any fraud, whether or not
      material, that involves management or other employees who have a significant
      role in the Company’s or such Subsidiaries’ internal controls over financial
      reporting. 

     

    (v)    Certain
      Fees.
      No
      brokerage or finder’s fees or commissions are or will be payable by the Company
      to any broker, financial advisor or consultant, finder, placement agent,
      investment banker, bank or other Person with respect to the transactions
      contemplated by the Transaction Documents. The Purchasers shall have no
      obligation with respect to any fees or with respect to any claims made by or
      on
      behalf of other Persons for fees of a type contemplated in this
      Section that may be due in connection with the transactions contemplated by
      the Transaction Documents as a result of any action taken by the Company or
      its
      Affiliates.

     

    
      
        
        

      

      
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    (w)    Private
      Placement.
      Assuming the accuracy of the Purchasers’ representations and warranties set
      forth in Section 3.2,
      no
      registration under the Securities Act is required for the offer and sale of
      the
      Shares by the Company to the Purchasers as contemplated hereby. The issuance,
      sale and conversion of the Shares hereunder does not contravene the rules and
      regulations of the Trading Market.

     

    (x)    Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and immediately after receipt of
      payment for the Shares, will not be or be an Affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended.
      The Company shall conduct its business in a manner so that it will not become
      subject to the Investment Company Act.

     

    (y)    Registration
      Rights.
      Other
      than each of the Purchasers, no Person has any right to cause the Company to
      effect the registration under the Securities Act of any securities of the
      Company, except as set forth on Schedule 3.1(y).
      No
      impediment or condition exists to the Company's obligations to register the
      Underlying Shares as contemplated by the Registration Rights
      Agreement.

     

    (z)    Listing
      and Maintenance Requirements.
      The
      Company’s Common Stock is registered pursuant to Section 12(b) of the
      Exchange Act, and the Company has taken no action designed to, or which to
      its
      knowledge is likely to have the effect of, terminating the registration of
      the
      Common Stock under the Exchange Act nor has the Company received any
      notification that the Commission is contemplating terminating such registration.
      The Company has not, in the 12 months preceding the date hereof, received notice
      from any Trading Market on which the Common Stock is or has been listed or
      quoted to the effect that the Company is not in compliance with the listing
      or
      maintenance requirements of such Trading Market. The Company is, and has no
      reason to believe that it will not in the foreseeable future continue to be,
      in
      compliance with all such listing and maintenance requirements.

     

    (aa)   No
      Integrated Offering.
      Assuming
      the accuracy of the Purchasers’ representations and warranties set forth in
      Section 3.2,
      neither
      the Company, nor any of its Affiliates, nor any Person acting on its or their
      behalf has, directly or indirectly, made any offers or sales of any security
      or
      solicited any offers to buy any security, under circumstances that would cause
      this offering of the Shares to be integrated with prior offerings by the Company
      for purposes of the Securities Act or any applicable shareholder approval
      provisions of any Trading Market on which any of the securities of the Company
      are listed or designated. 

     

    
      
        
        

      

      
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    (bb)    Tax
      Status.
      Except
      for matters that would not, individually or in the aggregate, have or reasonably
      be expected to result in a Material Adverse Effect, the Company and each
      Subsidiary has filed all necessary federal, state and foreign income and
      franchise tax returns and has paid or accrued all taxes shown as due thereon,
      and the Company has no knowledge of a tax deficiency which has been asserted
      or
      threatened against the Company or any Subsidiary.
      There
      are no tax returns of the Company or its Subsidiaries that are currently being
      audited by state, local or federal taxing authorities or agencies (and with
      respect to which the Company or its Subsidiaries has received notice), where
      the
      findings of such audit could reasonably be expected to have a Material Adverse
      Effect.

     

    (cc)    ERISA.
      Each
      employee benefit plan, within the meaning of Section 3(3) of ERISA, that is
      maintained, administered or contributed to by the Company or any of its
      Subsidiaries, that together with the Company would be deemed an ERISA Affiliate,
      for employees or former employees of the Company and its ERISA Affiliates has
      been maintained in compliance in all material respects with its terms and the
      requirements of any applicable statutes, orders, rules and regulations,
      including but not limited to ERISA and the Code; no prohibited transaction,
      within the meaning of Section 406 of ERISA or Section 4975 of the
      Code, for which the Company or any of its ERISA Affiliates would have any
      material liability has occurred with respect to any such plan excluding
      transactions effected pursuant to a statutory or administrative exemption;
      for
      each such plan that is subject to the funding rules of Section 412 of the
      Code or Section 302 of ERISA, no "accumulated funding deficiency" as
      defined in Section 412 of the Code has been incurred, whether or not
      waived, and the fair market value of the assets of each such plan (excluding
      for
      these purposes accrued but unpaid contributions) exceeds the present value
      of
      all benefits accrued under such plan determined using reasonable actuarial
      assumptions; no "reportable event" (as defined in ERISA) has occurred with
      respect to any "pension plan" (as defined in ERISA) for which the Company or
      any
      of its ERISA Affiliates would have any material liability; and neither the
      Company nor any of its ERISA Affiliates has incurred or reasonably expects
      to
      incur any material liability under Title IV of ERISA with respect to
      termination of, or withdrawal from, any "pension plan".

     

    (dd)    No
      General Solicitation.
      Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Shares by any form of general solicitation or general advertising.
      The Company has offered the Shares for sale only to the Purchasers and certain
      other “accredited investors” within the meaning of Rule 501 under the
      Securities Act.

     

    (ee)    Williston
      Basin Acquisition.
      The
      Company has entered into a definitive agreement with an unaffiliated party
      relating to the acquisition of an interest in 15 oil fields located in the
      Williston Basin in North Dakota, and the transactions contemplated thereby
      have
      been consummated. Such agreement is in full force and effect, is the valid
      and
      binding obligation of the parties thereto and is enforceable in accordance
      with
      its terms. Neither the Company nor any of its Subsidiaries nor, to the Company’s
      knowledge, any other party to the agreement is in material breach of or in
      material default thereunder and, to the Company’s knowledge, no event has
      occurred or is continuing that with notice or lapse of time or both would
      constitute such a breach or default, nor has such party given notice of any
      action to terminate, cancel, rescind or procure a judicial reformation thereof,
      nor has any claim for indemnification arisen thereunder. 

     

    
      
        
        

      

      
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    3.2    Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the Closing Date to the Company as follows:

     

    (a)    Organization;
      Authority.
      Such
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the Transaction Documents and otherwise to carry
      out its obligations hereunder and thereunder. The execution, delivery and
      performance by such Purchaser of the transactions contemplated by this Agreement
      have been duly authorized by all necessary corporate or similar action on the
      part of such Purchaser. Each Transaction Document to which it is a party has
      been duly executed by such Purchaser, and when delivered by such Purchaser
      in
      accordance with the terms hereof, will constitute the valid and legally binding
      obligation of such Purchaser, enforceable against it in accordance with its
      terms, except (i) as limited by general equitable principles and applicable
      bankruptcy, insolvency, reorganization, moratorium and other laws of general
      application affecting enforcement of creditors’ rights generally and
      (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies.

     

    (b)    Valid
      Transfer.
      The
      Purchaser is the sole and complete owner of the Consideration Shares and
      Warrants being transferred by such Purchaser to the Company hereunder, when
      paid
      for by the Company pursuant to this Agreement, the Purchaser shall transfer
      complete right, title and ownership to the Consideration Shares and Warrants
      being transferred by Purchaser to the Company hereunder free and clear of any
      encumbrances or restrictions except as provide for under U.S. federal securities
      laws.

     

    (c)    Own
      Account.
      Such
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and is acquiring the Securities as principal for its own account and not
      with a view to or for distributing or reselling such Securities or any part
      thereof in violation of the Securities Act or any applicable state securities
      law, has no present intention of distributing any of such Securities in
      violation of the Securities Act or any applicable state securities law and
      has
      no direct or indirect arrangement or understandings with any other persons
      to
      distribute or regarding the distribution of such Securities (this representation
      and warranty not limiting such Purchaser’s right to sell the Securities pursuant
      to the Registration Statement or otherwise in compliance with applicable federal
      and state securities laws) in violation of the Securities Act or any applicable
      state securities law. Such Purchaser is acquiring the Securities hereunder
      in
      the ordinary course of its business.

     

    
      
        
        

      

      
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    (d)    Purchaser
      Status.
      At the
      time such Purchaser was offered the Shares, it was, and at the date hereof
      it
      is, an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),
      (a)(7) or (a)(8) under the Securities Act. 

     

    (e)    Experience
      of Such Purchaser.
      Such
      Purchaser, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of the prospective investment
      in the Shares, and has so evaluated the merits and risks of such investment.
      Such Purchaser is able to bear the economic risk of an investment in the Shares
      and, at the present time, is able to afford a complete loss of such
      investment.

     

    (f)    General
      Solicitation.
      Such
      Purchaser is not purchasing the Shares as a result of any advertisement,
      article, notice or other communication regarding the Shares published in any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    (g)    Short
      Sales and Confidentiality Prior To The Date Hereof.
      Other
      than the transaction contemplated hereunder, such Purchaser has not directly
      or
      indirectly, nor has any Person acting on behalf of or pursuant to any
      understanding with such Purchaser, engaged in any transaction, including Short
      Sales, in the securities of the Company since January 1, 2007 (the
“Discussion
      Date”)
      to the
      date hereof.
      Notwithstanding the foregoing, in the case of a Purchaser that is a
      multi-managed investment vehicle whereby separate portfolio managers manage
      separate portions of such Purchaser's assets and the portfolio managers have
      no
      direct knowledge of the investment decisions made by the portfolio managers
      managing other portions of such Purchaser's assets, the representation set
      forth
      above shall only apply with respect to the portion of assets managed by the
      portfolio manager that made the investment decision to purchase the Shares
      covered by this Agreement.

     

    (h)    Access
      to Information.
      Such
      Purchaser acknowledges that it has received and had the opportunity to review
      copies of the SEC Reports. Such Purchaser further acknowledges that it or its
      representatives have been afforded (i) the opportunity to ask such questions
      as
      it has deemed necessary of, and to receive answers from, representatives of
      the
      Company concerning the terms and conditions of the offering of the Shares and
      the merits and risks of investing in the Shares; (ii) access to information
      about the Company and the Company's financial condition, results of operations,
      business, properties, management and prospects sufficient to enable it to
      evaluate its investment in the Shares; provided,
      however,
      that
      nothing in this Section 3.2(h) shall limit the representations and
      warranties of the Company in Section 3.1 or the rights of any Indemnified
      Party pursuant to Article V.

     

    (i)    Restrictions
      on Shares.
      Without
      limiting the Company’s obligations pursuant to the Registration Rights
      Agreement, such Purchaser understands that the Securities have not been
      registered under the Securities Act and may not be offered, resold, pledged
      or
      otherwise transferred except (a) pursuant to an exemption from registration
      under the Securities Act or pursuant to an effective registration statement
      in
      compliance with Section 5 under the Securities Act, or (b) in
      accordance with all applicable securities laws of the states of the United
      States and other jurisdictions.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1    Transfer
      Restrictions.
      

     

    (a)    The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of Securities other than
      pursuant to an effective registration statement or Rule 144, the Company
      may require the transferor thereof to provide to the Company an opinion of
      counsel to the Company, the form and substance of which opinion shall be
      reasonably satisfactory to the Company, to the effect that such transfer does
      not require registration of such transferred Shares under the Securities
      Act.

     

    (b)    The
      Purchasers agree to the imprinting, so long as is required by this
      Section 4.1,
      of a
      legend on any of the Securities in the following form:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
      AS
      AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE “RESTRICTED SECURITIES” AS
      THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. SUCH SECURITIES
      MAY
      NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE
      APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
      THEREUNDER, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE REASONABLE
      SATISFACTION OF COUNSEL TO THE ISSUER. 

     

    4.2    Furnishing
      of Information.
      As long
      as any Purchaser owns Securities, the Company covenants to timely file (or
      obtain extensions in respect thereof and file within the applicable grace
      period) all reports required to be filed by the Company after the date hereof
      pursuant to the Exchange Act. As long as any Purchaser owns Securities, if
      the
      Company is not required to file reports pursuant to the Exchange Act, it will
      prepare and furnish to the Purchasers and make publicly available in accordance
      with Rule 144(c) such information as is required for the Purchasers to sell
      the Shares under Rule 144. The Company further covenants that it will take
      such further action as any holder of Securities may reasonably request, to
      the
      extent required from time to time to enable such Person to sell such Securities
      without registration under the Securities Act within the requirements of the
      exemption provided by Rule 144.

     

    4.3    Integration.
      The
      Company shall not sell, offer for sale or solicit offers to buy or otherwise
      negotiate in respect of any security (as defined in Section 2 of the
      Securities Act) that would be integrated with the offer or sale of the Shares
      in
      a manner that would require the registration under the Securities Act of the
      sale of the Shares to the Purchasers or that would be integrated with the offer
      or sale of the Shares for purposes of the rules and regulations of any Trading
      Market such that it would require shareholder approval prior to the closing
      of
      such other transaction unless shareholder approval is obtained before the
      closing of such subsequent transaction.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    4.4    Securities
      Laws Disclosure; Publicity.
      The
      Company shall, within one Business Day of the Closing Date, issue a press
      release disclosing the material terms of the transactions contemplated hereby,
      and the Company shall file a Current Report on Form 8-K which shall attach
      the
      Transaction Documents thereto by 8:30 am on the second Business Day following
      the Closing Date. The contents of the press release and Form 8-K shall be
      acceptable to the Purchasers in their reasonable discretion. No Purchaser shall
      issue any such press release or otherwise make any such public statement without
      the prior consent of the Company; provided, however, that such consent shall
      not
      be required for any disclosure by any Purchaser of this Agreement and the other
      Transaction Documents in a confidential offering memorandum related to such
      Purchaser and its affiliated funds and accounts. The Company shall not publicly
      disclose the name of any Purchaser, or include the name of any Purchaser in
      any
      filing with the Commission or any regulatory agency or Trading Market, without
      the prior written consent of such Purchaser, except (i) as required by
      federal securities law in connection with (A) any registration statement
      contemplated by the Registration Rights Agreement and (B) the filing of
      final Transaction Documents (including signature pages thereto) with the
      Commission and (ii) to the extent such disclosure is required by law or
      Trading Market regulations, in which case the Company shall provide the
      Purchasers with prior notice of such disclosure permitted under this subclause
      (ii).

     

    4.5    Form
      D
      and Blue Sky.
      The
      Company agrees to file a Form D with respect to the Shares as required
      under Regulation D and to provide a copy thereof to each Purchaser promptly
      after such filing. The Company shall, on or before the Closing Date, take such
      action as the Company shall reasonably determine is necessary in order to obtain
      an exemption for, or to qualify the Shares for sale to the Purchasers at the
      Closing pursuant to this Agreement under applicable securities or “Blue Sky”
laws of the states of the United States, and shall provide evidence of any
      such
      action so taken to the Purchasers on or prior to the Closing Date. The Company
      shall make all filings and reports relating to the offer and sale of the Shares
      required under applicable securities or “Blue Sky” laws of the states of the
      United States following the Closing Date.

     

    4.6    Reservation
      of Shares.
      The
      Company shall take all action necessary to at all times have authorized, and
      reserved for the purpose of issuance, the number of shares of Common Stock
      needed to provide for the issuance of the shares of Common Stock upon
      (i) conversion of all outstanding Shares (without regard to any limitations
      on conversions), and (ii) exercise of all outstanding Remaining Warrants
      (without regard to any limitations on exercises).

     

    4.7    Listing
      of Common Stock.
      The
      Company hereby agrees to use best efforts to maintain the listing of the Common
      Stock on a Trading Market, and as soon as reasonably practicable following
      the
      Closing to list all of the Underlying Shares on such Trading Market. The Company
      further agrees that, if the Company applies to have the Common Stock traded
      on
      any other Trading Market, it will include in such application all of the
      Underlying Shares, and will take such other action as is necessary to cause
      all
      of the Underlying Shares to be listed on such other Trading Market as promptly
      as possible. The Company will take all action reasonably necessary to continue
      the listing and trading of its Common Stock on a Trading Market and will comply
      in all respects with the Company’s reporting, filing and other obligations under
      the bylaws or rules of the Trading Market.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    4.8    Short
      Sales
      and
      Confidentiality After The Date Hereof.
      Each
      Purchaser, severally and not jointly with the other Purchasers, covenants that
      neither it nor any Affiliate acting on its behalf or pursuant to any
      understanding with it will engage in any transactions, including any Short
      Sales, in the securities of the Company during the period commencing as of
      the
      date hereof and ending 48 hours after the time that the transactions
      contemplated by this Agreement are consummated. Each Purchaser, severally and
      not jointly with the other Purchasers, covenants that until 48 hours after
      the
      time that the transactions contemplated by this Agreement are consummated,
      such
      Purchaser will maintain the confidentiality of all disclosures made to it in
      connection with this transaction (including the existence and terms of this
      transaction). Each Purchaser understands and acknowledges, severally and not
      jointly with any other Purchaser, that the Commission currently takes the
      position that the covering of short sales of shares of the Common Stock “against
      the box” made prior to the Effective Date of the Registration Statement with the
      Shares is a violation of Section 5 of the Securities Act, as set forth in
      Item 65, Section A, of the Manual of Publicly Available Telephone
      Interpretations, dated July 1997, compiled by the Office of Chief Counsel,
      Division of Corporation Finance. 

     

    ARTICLE
      V.

    INDEMNIFICATION

     

    5.1    Indemnification
      by the Company.
      In
      addition to all other sums due hereunder or provided for in this Agreement
      and
      each other Transaction Document, the Company agrees to indemnify and hold
      harmless the Purchasers, their respective Affiliates and their respective
      officers, directors, agents, employees and partners (each, an “Indemnified
      Party”)
      to the
      fullest extent permitted by law from and against any and all losses, claims,
      damages, out-of-pocket expenses (including reasonable fees, disbursements and
      other charges of counsel), damages or other Liabilities (“Losses”)
      resulting from (i) any breach of any representation or warranty, covenant or
      agreement of the Company or any of its Subsidiaries made to the Purchasers
      in
      any of the Transaction Documents or any other certificates or documents
      delivered by the Company to the Purchasers pursuant to the Transaction Documents
      at the Closing, or (ii) any legal, administrative or other actions (including
      actions brought by any equity holders of the Company or derivative actions
      brought by any Person claiming through the Company or in the Company’s name),
      proceedings or investigations (whether formal or informal), or written threats
      thereof, based upon, relating to or arising out of this Agreement or any other
      Transaction Document,
      the transactions contemplated thereby, or any Indemnified Party’s role herein or
      therein; provided, however, that
      the
      Company shall not be liable for any Losses subject to clause (ii) that arise
      from the material breach of a Transaction Document, intentional malfeasance
      by a
      Purchaser or an Indemnified Party. In addition, the Company shall not be liable
      under this Section 5.1
      for any
      amount paid in settlement of claims without the Company’s consent. If and to the
      extent that any indemnification under this Section 5.1 is unenforceable for
      any
      reason, the Company shall make the maximum contribution to the payment and
      satisfaction of such indemnified Liability which shall be permissible under
      applicable laws. In connection with the obligation of the Company to indemnify
      for out-of-pocket expenses as set forth above, the Company agrees to reimburse
      each Indemnified Party for all such out-of-pocket expenses (including reasonable
      fees, disbursements and other charges of counsel) as they are incurred by such
      Indemnified Party.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    5.2    Notification.
      Each
      Indemnified Party under this Article V
      will,
      promptly after the receipt of notice of the commencement of any action or other
      proceeding against such Indemnified Party in respect of which indemnity may
      be
      sought from the Company under this Article V,
      notify
      the Company in writing of the commencement thereof. The omission of any
      Indemnified Party to so notify the Company of any such action shall not relieve
      the Company from any Liability which it may have to such Indemnified Party
      other
      than pursuant to this Article V
      or,
      unless, and only to the extent that, such omission is materially prejudicial
      to
      the Company. In case any such action or other proceeding shall be brought
      against any Indemnified Party and it shall notify the Company of the
      commencement thereof, the Company shall be entitled to participate therein
      and,
      to the extent that it may wish, to assume the defense thereof, with counsel
      reasonably satisfactory to such Indemnified Party; provided, however, that
      any
      Indemnified Party may, at its own expense, retain separate counsel to
      participate in such defense. Notwithstanding the foregoing, in any action or
      proceeding in which both the Company and an Indemnified Party is, or is
      reasonably likely to become, a party, such Indemnified Party shall have the
      right to employ separate counsel at the Company’s expense and to control its own
      defense of such action or proceeding if, in the reasonable opinion of counsel
      to
      such Indemnified Party, any conflict or potential conflict exists between the
      Company and such Indemnified Party that would make such separate representation
      advisable; provided, however, that in no event shall the Company be required
      to
      pay fees and expenses under this Article V
      for more
      than one firm of attorneys in any jurisdiction in any one legal action or group
      of related legal actions. The Company shall not, without the prior written
      consent of the Indemnified Party, consent to the entry of any judgment or enter
      into any settlement which does not include as an unconditional term thereof
      the
      giving by the claimant or plaintiff to such Indemnified Party of a release
      from
      all Liability in respect to such claim or litigation or which requires action
      other than the payment of money by the Company. The rights accorded to
      indemnified parties hereunder shall be in addition to any rights that any
      Indemnified Party may have at common law, by separate agreement or
      otherwise.

     

    ARTICLE
      VI.

    MISCELLANEOUS

     

    6.1    Fees
      and Expenses.
      Each
      party shall pay the fees and expenses of its advisers, counsel, accountants
      and
      other experts, if any, and all other expenses incurred by such party incident
      to
      the negotiation, preparation, execution, delivery and performance of this
      Agreement, except that the Purchasers shall reimburse the Company for one-half
      of the Company’s legal fees incurred in connection with the transactions
      contemplated by this Agreement. The Company shall pay all transfer agent fees,
      stamp taxes and other taxes and duties levied in connection with the delivery
      of
      any Shares to the Purchasers.

     

    6.2    Entire
      Agreement.
      The
      Transaction Documents, together with the exhibits and schedules thereto, contain
      the entire understanding of the parties with respect to the subject matter
      hereof and supersede all prior agreements and understandings, oral or written,
      with respect to such matters, which the parties acknowledge have been merged
      into such documents, exhibits and schedules.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    6.3    Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number set forth
      on
      the signature pages attached hereto prior to 3:30 p.m. (Houston time) on a
      Business Day, (b) the next Business Day after the date of transmission, if
      such notice or communication is delivered via facsimile at the facsimile number
      set forth on the signature pages attached hereto on a day that is not a Business
      Day or later than 3:30 p.m. (Houston time) on any Business Day,
      (c) the 2nd
      Business
      Day following the date of mailing, if sent by U.S. nationally recognized
      overnight courier service, or (d) upon actual receipt by the party to whom
      such notice is required to be given. The address for such notices and
      communications shall be as set forth on the signature pages attached
      hereto.

     

    6.4    Amendments;
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and the
      Purchasers holding not less than 51% of the Shares then outstanding or, in
      the
      case of a waiver, by the party against whom enforcement of any such waived
      provision is sought. No waiver of any default with respect to any provision,
      condition or requirement of this Agreement shall be deemed to be a continuing
      waiver in the future or a waiver of any subsequent default or a waiver of any
      other provision, condition or requirement hereof, nor shall any delay or
      omission of any party to exercise any right hereunder in any manner impair
      the
      exercise of any such right.

     

    6.5    Headings.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    6.6    Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. Neither the Company nor any Purchasers
      may assign this Agreement or any rights or obligations hereunder without the
      prior written consent of each the other party (other than by merger); provided,
      however, that each Purchaser may assign all of its rights or obligations
      hereunder without the consent of the Company, to an Affiliate of such Purchaser
      or in connection with such Purchaser’s private sale or transfer of 50% or more
      of the Shares to a third party (or to one or more third parties that are
      Affiliates). 

     

    6.7    No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    6.8    Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents shall be governed by and construed and enforced
      in
      accordance with the internal laws of the State of Delaware, without regard
      to
      the principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement and any other Transaction Documents
      (whether brought against a party hereto or its respective affiliates, directors,
      officers, shareholders, employees or agents) shall be commenced exclusively
      in
      the state and federal courts sitting in Delaware State. The parties hereby
      waive
      all rights to a trial by jury. If either party shall commence an action or
      proceeding to enforce any provisions of the Transaction Documents, then the
      prevailing party in such action or proceeding shall be reimbursed by the other
      party for its reasonable attorneys’ fees and other costs and expenses incurred
      with the investigation, preparation and prosecution of such action or
      proceeding.

     

    6.9    Survival.
      The
      provisions of Article III
      and
      Article V
      of this
      Agreement shall survive the Closing and the delivery of the Shares.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    6.10  
Further
      Assurances.
      Each of
      the parties shall execute, acknowledge and deliver any further documents,
      assurances or other matters, and will take any other action consistent with
      the
      terms of this Agreement that may reasonably be requested by the other party
      and
      as are necessary or desirable to carry out the purpose of this
      Agreement.

     

    6.11    Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile or “.pdf” signature page were an original thereof.

     

    6.12    Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their commercially reasonable
      efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    6.13    Rescission
      and Withdrawal Right.
      Notwithstanding anything to the contrary contained in (and without limiting
      any
      similar provisions of) any of the other Transaction Documents, whenever any
      Purchaser exercises a right, election, demand or option under a Transaction
      Document and the Company does not timely perform its related obligations within
      the periods therein provided, then such Purchaser may rescind or withdraw,
      in
      its sole discretion from time to time upon written notice to the Company, any
      relevant notice, demand or election in whole or in part without prejudice to
      its
      future actions and rights.

     

    6.14    Replacement
      of Shares.
      If any
      certificate or instrument evidencing any Shares is mutilated, lost, stolen
      or
      destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof (in the case of mutilation),
      or
      in lieu of and substitution therefor, a new certificate or instrument, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction. The applicant for a new certificate or instrument under
      such circumstances shall also pay any reasonable third-party costs (including
      customary indemnity) associated with the issuance of such replacement
      Shares.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    6.15    Construction.
      The
      parties agree that each of them and/or their respective counsel has reviewed
      and
      had an opportunity to revise the Transaction Documents and, therefore, the
      normal rule of construction to the effect that any ambiguities are to be
      resolved against the drafting party shall not be employed in the interpretation
      of the Transaction Documents or any amendments hereto.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.

     

    


    
      	
              PETRO
                RESOURCES CORPORATION

               

            	
              Address
                for Notice:

            
	
              By:      
                /s/ Wayne P.
                Hall                                                                             

              Wayne
                P. Hall,

              Chief
                Executive Officer

            	
              5100
                Westheimer, Suite 200

              Houston,
                TX 77056

              Fax:
                (713) 968-9283

            


    

    


    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGE FOR PURCHASER FOLLOWS]

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    


     

    
      	 	 	
              Purchaser’s
                Portion of Aggregate Consideration

               

            
	
              Name
                & Address of Purchaser

               

            	
              Shares
                Purchased

               

            	
              Cash

               

            	
              Consideration
                Shares

               

            	
              Warrants

               

            
	
              Touradji
                DeepRock Master
                Fund, Ltd. 

               

              101
                Park Avenue

              47th
                Floor

              New
                York, NY 10178

              Attn:
                Thomas S. Dwan

               

            	
              1,344,280

               

            	
              $1,200,000

               

            	
              944,280

               

            	
              96,000

               

            
	
              Touradji
                Global Resources Master Fund, Ltd.

               

              101
                Park Avenue

              47th
                Floor

              New
                York, NY 10178

              Attn:
                Thomas S. Dwan

               

            	
              896,187

               

            	
              $800,000

               

            	
              629,520

               

            	
              64,000

               

            


    

    


     

    
      
        
        

      

      
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    [PURCHASER
      SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

    


    IN
      WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
      to be duly executed by their respective authorized signatories as of the date
      first indicated above.

     

    Name
      of
      Purchaser:    Touradji
      Global Resources Master Fund,
      Ltd.                                                                                                                       

     

    Signature
      of Authorized Signatory of Purchaser:
        /s/
      Thomas S.
      Dwan                                                                                                               

     

    Name
      of
      Authorized Signatory:   Thomas
      S.
      Dwan                                                                                                                                                     

     

    Title
      of
      Authorized Signatory:   CFO
      of Investment
      Manager                                                                                                                                   

     

    Email
      Address of Purchaser:    td@touradji.com                                                                                                                                                          

     

    Fax
      Number of Purchaser:    212-984-8881                                                                                                                                                                     

     

    Address
      for Notice of Purchaser:

    101
      Park
      Avenue, 48th
      Floor

    New
      York,
      New York 10178

    


    


    Address
      for Delivery of Shares for Purchaser (if not same as above):

    


    


    


    


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    [PURCHASER
      SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

    


    IN
      WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
      to be duly executed by their respective authorized signatories as of the date
      first indicated above.

     

    Name
      of
      Purchaser:    Touradji
      Deep Rock Master Fund,
      Ltd.                                                                                                                                  

     

    
      Signature
        of Authorized Signatory of Purchaser:
          /s/
        Thomas S.
        Dwan                                                                                                               

       

      Name
        of
        Authorized Signatory:   Thomas
        S.
        Dwan                                                                                                                                                     

       

      Title
        of
        Authorized Signatory:   CFO
        of Investment
        Manager                                                                                                                                   

       

      Email
        Address of Purchaser:    td@touradji.com                                                                                                                                                          

       

      Fax
        Number of Purchaser:    212-984-8881                                                                                                                                                                     

       

      Address
        for Notice of Purchaser:

      101
        Park
        Avenue, 48th
        Floor

      New
        York,
        New York 10178

      


      


      Address
        for Delivery of Shares for Purchaser (if not same as above):

      


      


      


      


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