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PURCHASE AGREEMENT
THIS AGREEMENT made as of the 21st day of September, 2005.
BETWEEN:
XXXX PETROLEUM LLC, a body corporate with an office in
McKinney, Texas, (hereinafter referred to as "Assignor")
- and -
DYNAMIC RESOURCES CORP., a body corporate with an
office in Las Vegas, Nevada, (hereinafter referred to as
"Assignee")
WHEREAS:
A. Assignor is the holder of the freehold sublease described as the
assignment of Oil, Gas, and Mineral Lease (the "Assignment") attached
as Schedule "A: hereto (such freehold sublease, including all
amendments thereto, if any, hereinafter referred to as the "FREEHOLD
LEASE")'
B. Assignor has agreed to execute such Assignment of the Freehold Lease to
Assignee pursuant to the terms and conditions set forth therein and in
accordance with the terms hereof;
NOW THEREFORE in consideration of the premises hereto and the covenants
and agreements hereinafter set forth and contained, the Parties hereto covenant
and agree as follows:
1. Assignor shall execute the Assignment, effective as of the 22nd day of
September, 2005 in consideration of the payment by the Assignee of
US$92,216 cash and by the issuance of 900,000 common shares of the
Assignee.
2. The 900,000 shares shall be issued and delivered to Xxxxxxxx Xxxxxxxx, of
00000 Xxx Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx, 00000.
3. The assignor is the legal and beneficial owner of the Freehold Lease, its
interest is unencumbered and it has the unfettered right to enter into
this agreement and the Assignment.
4. The covenants, representations, warranties and indemnities contained in
the Assignment are incorporation herein as fully and effectively as
if they were set out herein and there shall not be any merger of any
covenant, representation, warranty or indemnity contained in the
Assignment by virtue of the execution and delivery hereof, any rule
of law, equity or statute to the contrary notwithstanding.
5. This Agreement shall, in all respects, be subject to and interpreted,
construed and enforced in accordance with and under the laws of the
Province of Alberta and shall, in every regard, be treated as a contract
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made in the Province of Alberta. The Parties hereto irrevocably attorn
and submit to the jurisdiction of the courts of the Province of Alberta
in respect to all matters arising out of this Agreement.
6. This Agreement shall be binding upon and shall endure to the benefit of
each of the Parties hereto and their respective administrators,
trustees, receivers, successors and assigns.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of
the date first above written.
XXXX PETROLEUM LLC
PER: /s/Xxxx Xxxxxxxx
*-------------------------
Xxxx Xxxxxxxx
(as Assignor)
DYNAMIC RESOURCES CORP.
PER: /s/Xxxxxx Xxxxx
*-------------------------
Xxxxxx Xxxxx
(as Assignee)
