Amendment No. 1 to the Registration Rights Agreement




 Exhibit 10.15 
 AMENDMENT NO. 1 
 TO 
 INVESTOR RIGHTS AGREEMENT 
 This Amendment No. 1 (this
“Amendment”) to the Investor Rights Agreement, dated as of March 29, 2002 (the “Investor Rights Agreement”), by and among Gulfport Energy Corporation, a Delaware corporation (the
“Company”), Gulfport Funding LLC, a Delaware limited liability company (“Gulfport Funding”) and each other investor listed on the Schedule of Investors to the Investor Rights Agreement (together with
Gulfport Funding and their permitted assigns, the “Investors”), is entered into this 14th
day of February 2006 by and among the Company and the Investors. 
 RECITALS 
 WHEREAS, the Company and the Investors have entered into the Investor Rights Agreement; and 
 WHEREAS, the Company and the Investors now desire to amend the Investor Rights Agreement as set forth in this Amendment. 
 AGREEMENT 
 NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 
 1.    Amendments to Agreement. 
                 (i) The definition of “Registrable Securities” in Section 1.1 of the Investor Rights Agreement shall be
amended and restated in its entirety as follows: 
 “‘Registrable Securities’ means (a) any shares of Common Stock
of the Company issued or issuable upon exercise of the Warrants; (b) any other shares of Common Stock, beneficially held or acquired by an Investor and (c) any shares of Common Stock issued as a dividend or other distribution with respect
to, or in exchange for or in replacement of, such Common Stock. Notwithstanding the foregoing, Registrable Securities shall not include any securities sold by a person to the public either pursuant to a registration statement or Rule 144 or
sold in a private transaction in which the transferor’s rights under Section 2 of this Agreement are not assigned.” 
                 (ii) Section 2.11 of the Investor Rights Agreement shall be amended and restated in its entirety as follows: 
 “2.11 “Holder Market Stand-Off” Agreement. (a) Each Holder hereby agrees that such Holder shall not sell,
transfer, make any short sale 

  

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of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or
other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock of the Company not to exceed ninety (90) days following the
effective date of a registration statement registering Common Stock; provided, that all officers and directors of the Company enter into similar agreements. 
 (b) The Company hereby agrees that it will cause its officers and directors not to sell, transfer, make any short sale of, grant any
option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such officers and directors (other than those included in the
registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed ninety (90) days following the effective date of a registration statement of the Company filed
under the Securities Act pursuant to Section 2.3.” 
 2.    Defined Terms. All terms used but not
defined in this Amendment shall have the meaning ascribed to such terms in the Investor Rights Agreement. 
 3.    Status of Agreement. This Amendment shall be construed in connection with, and as part of, the Investor Rights Agreement. The terms, conditions, covenants, representations, agreements, rights, and remedies
set forth in the Investor Rights Agreement, as modified hereby, are hereby confirmed in all respects by the parties hereto and shall continue in full force and effect. 
 4.    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS
PROVISIONS). 
 5.    Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument. 
 [SIGNATURE PAGES FOLLOW] 
  

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 IN WITNESS WHEREOF, Company and the Investors have caused this Amendment to be executed in their
names by their respective duly authorized representatives. 
  

			
	COMPANY:
	
	 GULFPORT ENERGY CORPORATION

		
	 By:
	 	 /s/ JAMES D. PALM

	 Name:
	 	 James D. Palm

	 Title:
	 	 Chief Executive Officer



  

			
	INVESTORS:
	
	 GULFPORT FUNDING, LLC

		
	 By:
	 	 /s/ PAUL JACOBI

	 Name:
	 	 Paul Jacobi

	 Title:
	 	 Vice President



  

			
	 WEXFORD SPECIAL SITUATIONS 1996, L.P.

		
	 By:
	 	 /s/ PAUL JACOBI

	 Name:
	 	 Paul Jacobi

	 Title:
	 	 Vice President



  

			
	 WEXFORD SPECIAL SITUATIONS 1996
 INSTITUTIONAL, L.P.

		
	 By:
	 	 /s/ PAUL JACOBI

	 Name:
	 	 Paul Jacobi

	 Title:
	 	 Vice President



  

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	 WEXFORD SPECIAL SITUATIONS 1996,
 LIMITED

		
	 By:
	 	/s/ PAUL JACOBI
	 Name:
	 	Paul Jacobi
	 Title:
	 	Vice President
		 	


  

			
	 WEXFORD EURIS SPECIAL SITUATIONS
 1996, LIMITED

		
	 By:
	 	/s/ PAUL JACOBI
	 Name:
	 	Paul Jacobi
	 Title:
	 	Vice President


  

			
	 WEXFORD SPECTURM INVESTORS, L.L.C.

		
	 By:
	 	/s/ PAUL JACOBI
	 Name:
	 	Paul Jacobi
	 Title:
	 	Vice President


  

			
	 WEXFORD CAPITAL PARTNERS II, L.P.

		
	 By:
	 	/s/ PAUL JACOBI
	 Name:
	 	Paul Jacobi
	 Title:
	 	Vice President


  

			
	 WEXFORD OVERSEAS PARTNERS I, L.P.

		
	 By:
	 	/s/ PAUL JACOBI
	 Name:
	 	Paul Jacobi
	 Title:
	 	Vice President


  

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	 CD HOLDING, L.L.C.

		
	 By:
	 	/S/ CHARLES DAVIDSON
	 Name:
	 	  
	 Title:
	 	  


  

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