HALLADOR PETROLEUM COMPANY
This Purchase Agreement (the "Agreement") is entered into as of November 15, 1995 by and among Hallador
Petroleum Company, a Colorado corporation (the "Company"), and each of those persons and entities, severally
and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto (which persons and
entities are hereinafter collectively referred to as the "Purchasers" and each individually as the "Purchaser").
A. The Company has authorized the issuance of 28,000,000 shares of its Common Stock (referred to herein as
the "Common Stock" or the "Shares"), par value $0.01 per share.
B. The Purchasers desire to purchase 28,000,000 Shares and the Company desires to sell such Shares, all on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the
parties hereto agree as follows:
1. AGREEMENT TO SELL AND PURCHASE UNITS.
(a) PURCHASE AND SALE. Subject to the terms and conditions of the Agreement, the Company agrees to
issue and sell to each Purchaser at the Closing, and each Purchaser agrees to purchase from the Company at the
Closing, that number of Shares listed beside such Purchaser's name on the Schedule of Purchasers attached
hereto for a price of $.10 per Share.
2. DELIVERY AND PAYMENT; CLOSING.
(a) The Closing. The sale and purchase of the Shares shall take place at the offices of the Company at 10:00 a.m.
Denver time on November 28, 1995, or at such other time and place as the Company and a majority in interest
of the Purchasers shall agree (the "Closing").
(b) Delivery of Shares and Payment. At the Closing, the Company shall deliver to each Purchaser that number of
Shares which each Purchaser is buying against payment of the full purchase price for such Shares by certified
check or wire transfer of funds.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
Except as set forth i