Page 18 - Petrospex_Elaine Prospect
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excluded  from  the  application  of  Sub-Chapter  K  of  Chapter  1,  Subtitle  A,  of  the
                  Internal Revenue Code of 1954, and all amendments hereto.

                  5.     The undersigned warrants that he has been advised of the risks involved in
                  this project and of the oil and gas industry as a whole, and further warrants that he
                  has  read  and  understands  the  Risk  Factors  pages,  had  an  opportunity  to  ask
                  questions  of  Petrospex,LLC  and  meets  the  requirements  as  set  therein  and is  an
                  accredited  investor  per  the  United  States  Securities  and  Exchange  Commission’s
                  definitions.
                                                   POWER OF ATTORNEY
                  The undersigned hereby makes, constitutes and appoints Petrospex,LLC  P.O. Box
                  1711 Breckenridge, TX  76424 and its successors, with full powers of substitution and
                  re-substitution, as her/his true and lawful agent and attorney-in-fact, on her/his
                  behalf and in her/his name, place and stead, to execute, acknowledge, swear to
                  and/or file with any appropriate official (as the case may be), and to take any
                  similar or incidental actions with respect to the Program, (i) counterparts of the
                  Operating Agreement, (ii) Division Orders, (iii) Oil and gas sales contracts, (iv)
                  assumed name certificates and similar instruments, (v) drilling and completion
                  contracts, (vi) purchaser orders and (vii) all other instruments necessary to conduct
                  the activities of the Program in accordance with the Offering Materials and the
                  Operating Agreement.  This power of attorney is given in consideration of the
                  acceptance of the undersigned as a Purchaser and is hereby declared to be coupled
                  with an interest and will survive the undersigned’s death or mental incompetence.
                  This power of attorney and similar powers of attorney from other Purchasers may
                  be exercised by the above-named agent and attorney-in-fact for the undersigned and
                  (to the extent authorized by them) for such other Purchasers (or any of them) by
                  listing all (or any) of them who may be required to execute any instrument and
                  executing such instrument with a single signature, or in such other manner,
                  including by facsimile signature, as it may deem appropriate.  This power of
                  attorney will be binding on any assignee or vendee of the undersigned’s interest in
                  Working Interest, or any portion thereof, including the distributive rights relating
                  thereto. Notwithstanding the powers granted to her/his agent and attorney-in-fact
                  by the foregoing power of attorney, the undersigned agrees to execute on her/his
                  own behalf any appropriate instrument which her/his agent and attorney-in-fact is
                  authorized to execute for him if requested or required to do so.

                  All  notices  or  other  communications  given  or  made  pursuant  hereto  shall  be  in
                  writing and will be delivered or mailed by certified mail, return receipt requested,
                  postpaid,  to  the  undersigned  or  to  her/his  agent  and  attorney-in-fact  at  their
                  respective addresses set forth below.

                  This Purchase Agreement is performable in and will be governed by and construed
                  in accordance with the laws of the State of Texas. Venue for any cause of action
                  arising out of this instrument and the matters set forth herein shall be the state
                  court bearing real property jurisdiction in the county where the Working Interest is
                  located.



                                                Purchase Agreement – Page 2 of 3
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