COMPANY
OF HIS INTENTION TO DO SO.
FOR PENNSYLVANIA RESIDENTS
IF THE UNDERSIGNED IS A RESIDENT OF THE COMMONWEALTH OF PENNSYLVANIA OR IS
PURCHASING THE SECURITIES WITHIN THE COMMONWEALTH OF PENNSYLVANIA, SUCH
PURCHASER ACKNOWLEDGES THAT HE HAS BEEN ADVISED AND THAT HE UNDERSTANDS THAT
PURSUANT TO SECTION 207(M) OF THE PENNSYLVANIA SECURITIES ACT OF 1972, AS
AMENDED (THE "PENNSYLVANIA ACT"), HE HAS THE RIGHT TO CANCEL HIS PURCHASE OF
SECURITIES AND TO RECEIVE A FULL REFUND OF ALL
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MONIES PAID WITHOUT INCURRING ANY LIABILITY TO THE COMPANY OR ANY OTHER PERSON
WITHIN TWO BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE COMPANY OF HIS WRITTEN
BINDING CONTRACT OF PURCHASE, AS EVIDENCED BY THIS AGREEMENT.
THE UNDERSIGNED
ALSO ACKNOWLEDGES AND AGREES THAT THE SHARES MAY NOT BE SOLD FOR A PERIOD OF
TWELVE (12) MONTHS AFTER THE DATE OF PURCHASE (EXCEPT IN ACCORDANCE WITH
REGULATION 204.011 PROMULGATED UNDER THE PENNSYLVANIA ACT).
FOR FOREIGN INVESTORS:
IT IS THE RESPONSIBILITY OF EACH PERSON PURCHASING THE SECURITIES OFFERED HEREBY
TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE
UNITED STATES OF AMERICA IN CONNECTION WITH ANY SUCH PURCHASE.
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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.
IMPERIAL RESOURCES, INC.
By:
Name:
Robert R. Durbin
Title: Chief Executive Officer
Address for Notice:
Imperial Resources, Inc.
106 East 6th Street, Suite 900
Austin, Texas 78701
Tel: (513) 322-5740
Email: 
Attn:
Robert Durbin
With a copy (which shall not constitute notice) to:
Robertson & Williams LLP
9658 North May Avenue, Suite 200
Oklahoma City, OK 73120-2714
Attn:
Mark Robertson, Esq.
Tel: (405) 848-1944
Fax: (405) 843-6707
COMPANY SIGNATURE PAGE
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Purchaser Signature Page
By its execution and delivery of this signature page, the undersigned Purchaser
hereby joins in and agrees to be bound by the terms and conditions of the
Securities Purchase Agreement dated as of 31 December, 2010 (the "Purchase
Agreement") by and among Imperial Resources, Inc. and the Purchaser, and
authorizes this signature page to be attached to the Purchase Agreement or
counterparts thereof.
Name of Purchaser:
Coventry Capital, LLC
By:
Name: Chris Smith
Title: Director
Tax Identification Number: Not Applicable
Address: 1201 Orange Street, Suite 600, Wilmington, Delaware 19801
Aggregate Purchase Price: $150,000
Number of Shares of Common Stock: 532,461
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