mhr_8k-ex1001.htm


    Exhibit 10.1

     

    

      SUBSCRIPTION
AGREEMENT

       

      


       

      Magnum
Hunter Resources Corporation

      777 Post
Oak Boulevard

      Suite
910

      Houston,
Texas  77056

      


      


      Gentlemen:

      


      The undersigned (the "Investor") hereby confirms its
agreement with Magnum Hunter Resources Corporation, a Delaware corporation (the
"Company"), as
follows:

       

      1.           This
Subscription Agreement, including the Terms and Conditions for Purchase of Units
attached hereto as Annex I
(collectively, this "Agreement"), is made as of the
date set forth below between the Company and the Investor.

       

      2.           The
Company represents and warrants that it has authorized the sale and issuance to
certain investors of up to an aggregate of _____________________________
(_,_00,000) units (the "Units"), each Unit consisting
of one share of its Common Stock, par value $_____ per share (the "Common Stock") and one-fifth
of a warrant to purchase one share of Common Stock (each whole warrant, a "Warrant"), subject to
adjustment by the Company's Board of Directors or a committee thereof, for a
purchase price of $_____ per share (the "Purchase Price").

       

      3.           The
Company represents and warrants that the offering and sale of the Units (the
"Offering") are being
made pursuant to (a) an effective Registration Statement on Form S-3
(Registration No. 33-161937) (the "Registration Statement") filed
by the Company with the Securities and Exchange Commission (the "Commission"), including the
Prospectus contained therein (the "Base Prospectus"), (b) if
applicable, certain "free writing prospectuses" (as that term is defined in Rule
405 under the Securities Act of 1933, as amended (the "Act")), that have been or will
be filed with the Commission and delivered to the Investor on or prior to the
date hereof (the "Issuer Free
Writing Prospectus"), containing certain supplemental information
regarding the Units, the terms of the Offering and the Company, and (c) a
Prospectus Supplement (the "Prospectus Supplement" and,
together with the Base Prospectus, the "Prospectus") containing
certain supplemental information regarding the Units and terms of the Offering
that has been or will be (i) filed with the Commission, and (ii) delivered to
the Investor (or made available to the Investor by the filing by the Company of
an electronic version thereof with the Commission).  The Company
further represents and warrants that it shall maintain the effectiveness of the
Registration Statement (or a suitable replacement) while any of the Warrants are
outstanding; provided, however, that the Company may suspend the use of the
Registration Statement for a period of not more than 30 days (a "Blackout Period") upon the
advice of counsel that such Blackout Period is necessary because of some
material non-public information in the Company's possession.

       

      4.           The
Company and the Investor agree that the Investor will purchase from the Company
and the Company will issue and sell to the Investor the Units set forth below
for the aggregate purchase price set forth below.  The Units shall be
purchased pursuant to the Terms and Conditions for Purchase of Units attached
hereto as Annex
I and incorporated herein by this reference as if fully set forth
herein.  The Investor acknowledges that the Offering is not being
underwritten by the placement agents (the "Placement Agents") named in
the Prospectus Supplement and that there is no minimum offering
amount.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      5.           The
manner of settlement of the Units purchased by the Investor shall be determined
by such Investor as follows (check
one):

       

      
        	
                [____]  
      A.

              	
                Delivery
      by crediting the account of the Investor's prime broker (as specified by
      such Investor on Exhibit A
      annexed hereto) with the Depository Trust Company ("DTC") through its
      Deposit/Withdrawal At Custodian ("DWAC") system, whereby
      Investor's prime broker shall initiate a DWAC transaction on the Closing
      Date using its DTC participant identification number, and released by
      Registrar and Transfer Company, the Company's transfer agent (the "Transfer Agent"), at the
      Company's direction.  NO LATER THAN ONE (1) BUSINESS
      DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY,
      THE INVESTOR SHALL:

              


      

       

      
        	
                 
      

              	
                (I)

              	
                DIRECT
      THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE
      UNITS ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT TO
      CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE UNITS,
  AND

              


      

       


      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (II)

              	
                REMIT
      BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE
      FOR THE UNITS BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING
      ACCOUNT:

              


      

      


       

      Bank
Name: _____________

      ABA #
_____________

      Account
Name: Magnum Hunter Resources Corporation

      Account
Number: _____________

      F/C
Account: __________

       

      


       

      
         
– OR
–

      

       

      
        	
                [____]
      B.

              	
                Delivery
      versus payment ("DVP") through DTC (i.e., on the
      Closing Date, the Company shall deliver Units registered in the Investor's
      name and address as set forth below and released by the Transfer Agent to
      the Investor through DTC at the Closing directly to the account(s) at
      Canaccord Adams Inc. ("Canaccord") identified
      by the Investor; upon receipt of such Units, Canaccord shall promptly
      electronically deliver such Units to the Investor, and simultaneously
      therewith payment shall be made by Canaccord by wire transfer to the
      Company).  NO
      LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY
      THE INVESTOR AND THE COMPANY, THE INVESTOR
  SHALL:

              


      

       

      
        	
                 
      

              	
                (I)

              	
                NOTIFY CANACCORD OF THE ACCOUNT
      OR ACCOUNTS AT CANACCORD TO BE CREDITED WITH THE UNITS BEING PURCHASED BY
      SUCH INVESTOR, AND

              


      

       

       

      
        
          
          

        

        
          - 3
-

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                (II)

              	
                CONFIRM
      THAT THE ACCOUNT OR ACCOUNTS AT CANACCORD TO BE CREDITED WITH THE UNITS
      BEING PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE
      AGGREGATE PURCHASE PRICE FOR THE UNITS BEING PURCHASED BY THE
      INVESTOR.

              


      

       

      IT IS THE INVESTOR'S
RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER
ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC
OR DVP IN A TIMELY MANNER.  IF THE INVESTOR DOES NOT DELIVER THE
AGGREGATE PURCHASE PRICE FOR THE UNITS OR DOES NOT MAKE PROPER ARRANGEMENTS FOR
SETTLEMENT IN A TIMELY MANNER, THE UNITS MAY NOT BE DELIVERED AT CLOSING TO THE
INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING
ALTOGETHER.

       

      6.           The
Investor represents that, except as set forth below, (a) it has had no material
relationship (exclusive of any investments by the Investor in the Company's
securities) within the past three years with the Company or persons known to it
to be affiliates of the Company, (b) it is not a FINRA member or an Associated
Person of a FINRA member (as such term is defined under the NASD Membership and
Registration Rules Section 1011) as of the Closing, and (c) neither the Investor
nor any group of Investors (as identified in a public filing made with the
Commission) of which the Investor is a part in connection with the Offering of
the Units, acquired, or obtained the right to acquire, 20% or more of the Common
Stock (or securities convertible into or exercisable for Common Stock) or the
voting power of the Company on a post-transaction
basis.  Exceptions:

       

      The representations above
are made to the knowledge of the signatory below.

      (If no
exceptions, write "none." If left blank, response will be deemed to be
"none.")

       

      7.           The
Investor represents that it has received (or otherwise had made available to it
by the filing by the Company of an electronic version thereof with the
Commission) the Base Prospectus which is a part of the Company's Registration
Statement, the documents incorporated by reference therein and any Issuer Free
Writing Prospectus (collectively, the "Disclosure Package"), prior to
or in connection with the receipt of this Agreement.  The Investor
acknowledges that, prior to the delivery of this Agreement by the Investor to
the Company, the Investor will receive certain additional information regarding
the Offering, including pricing information (the "Offering Information"). Such
information may be provided to the Investor by any means permitted under the
Act, including the Prospectus Supplement, a free writing prospectus and oral
communications.

       

      8.           No
offer by the Investor to buy Units will be accepted and no part of the Purchase
Price will be delivered to the Company until the Investor has received the
Offering Information and the Company has accepted such offer by countersigning a
copy of this Agreement, and any such offer may be withdrawn or revoked, without
obligation or commitment of any kind, at any time prior to the Company (or
Placement Agents on behalf of the Company) sending (orally, in writing or by
electronic mail) notice of its acceptance of such offer.  An
indication of interest will involve no obligation or commitment of any kind
until the Investor has been delivered the Offering Information and this
Agreement is accepted and countersigned by or on behalf of the
Company.

       

      


      [Remainder
of Page Left Blank Intentionally.  Signature Page
Follows.]

       


      
        
           


        

        
          - 4
-

          
            

          

        

        
           


        

      


      


       

       

      Number of
Units: ___________________

       

      Purchase
Price Per Unit: $ ____________

       

      Aggregate
Purchase Price: $ __________

      


       

      Please confirm that the foregoing
correctly sets forth the agreement between us by signing in the space provided
below for that purpose.

       

      


       

      


       

      
        	 	
                Dated
      as of:  ______________ __, 2009

                 

                 

                ___________________________
      _________

                INVESTOR

                 

                By:                                 
                            
                             

                Print
      Name:                                      
                                

                Title:                                                              
                    

                Address:                                           
                               

                 

                
________________________
      ____________

                 

                E-mail:

                Phone:                                                                         
      

              


      

       

                                                                 

       

      


      


      Agreed
and Accepted

      this ___
day of ______________, 2009:

      


       

      MAGNUM
HUNTER RESOURCES CORPORATION

       

      


      By:                                                                

      Name:

      Title:

       


      
        
           


        

        
          - 5
-

          
            

          

        

        
           


        

      


      ANNEX I

       

      TERMS
AND CONDITIONS FOR PURCHASE OF UNITS

       

      1.           Authorization and Sale of the
Units.  Subject to the terms and conditions of this Agreement,
the Company has authorized the sale of the Units.

       

      2.           Agreement
to Sell and Purchase the Units; Placement Agents.

       

      2.1           At
the Closing (as defined in Section 3.1), the
Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions set forth herein, the number of Units set
forth on the last page of the Agreement to which these Terms and Conditions for
Purchase of Units are attached as Annex I (the "Signature Page") for the
aggregate purchase price therefor set forth on the Signature Page.

       

      2.2           The
Company proposes to enter into substantially this same form of Subscription
Agreement with certain other investors (the "Other Investors") and expects
to complete sales of Units to them.  The Investor and the Other
Investors, if any, are hereinafter sometimes collectively referred to as the
"Investors," and this
Agreement and the Subscription Agreements executed by the Other Investors are
hereinafter sometimes collectively referred to as the "Agreements."

      


      2.3           Investor
acknowledges that the Company has agreed to pay Canaccord Adams Inc. ("Canaccord") (the "Placement Agent") a fee (the
"Placement Fee") in
respect of the sale of Units to the Investor.

      


      2.4           The
Company has entered into a Placement Agency Agreement, dated November ___, 2009
(the "Placement
Agreement"), with the Placement Agent that contains certain
representations, warranties, covenants and agreements of the Company that may be
relied upon by the Investor, which shall be a third party beneficiary
thereof.  The Company represents and warrants that a true and correct
copy of the Placement Agreement is attached hereto as Exhibit
B.  Except with respect to the material terms and conditions of
the transactions contemplated by this Agreement, the Placement Agreement and any
other documents or agreements contemplated hereby or thereby, the Company
confirms that neither it nor any other person acting on its behalf has provided
the Investor or any Other Investor or its respective agents or counsel with any
information that constitutes or could reasonably be expected to constitute
material, non-public information.   The Company understands and
confirms that the Investor will rely on the foregoing representations in
effecting transactions in securities of the Company.

      


      3.           Closings
and Delivery of the Units and Funds.

       

      3.1           Closing.  The completion of
the purchase and sale of the Units (the "Closing") shall occur at a
place and time (the "Closing
Date") to be specified by the Company and the Placement Agent (such
Closing Date to be the third business day following the date of this signed
Agreement), and of which the Investors will be notified in advance by the
Placement Agent, in accordance with Rule 15c6-1 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").  At
the Closing, (a) the Company shall cause to be delivered to the Investor the
number of Units set forth on the Signature Page registered in the name of the
Investor or, if so indicated on the Investor Questionnaire attached hereto as
Exhibit A, in
the name of a nominee designated by the Investor and (b) the aggregate purchase
price for the Units being purchased by the Investor will be delivered by or on
behalf of the Investor to the Company.

       


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      


      3.2           Conditions to the
Obligations of the Parties.

      


      (a)          
Conditions
to the Company's Obligations.  The Company's
obligation to issue and sell the Units to the Investor shall be subject to: (i)
the delivery by the Investor, in accordance with the provisions of this
Agreement, of the purchase price for the Units being purchased hereunder as set
forth on the Signature Page and (ii) the accuracy of the representations and
warranties made by the Investor in this Agreement and the fulfillment of those
undertakings of the Investor in this Agreement to be fulfilled prior to the
Closing Date.

      


      (b)           Conditions
to the Investor's Obligations.  The Investor's
obligation to purchase the Units will be subject to (i) the delivery by the
Company of the Units in accordance with the provisions of this Agreement, (ii)
the accuracy of the representations and warranties made by the Company and the
fulfillment of those undertakings of the Company to be fulfilled prior to the
Closing Date, including without limitation, those contained in the Placement
Agreement, (iii) the satisfaction of the conditions to the closing set forth in
the Placement Agreement, and to the condition that Canaccord, as placement
agent, shall not have: (x) terminated the Placement Agreement pursuant to the
terms thereof or (y) determined that the conditions to the closing in the
Placement Agreement have not been satisfied.  The Investor's
obligations are expressly not conditioned on the purchase by any or all of the
Other Investors of the Units that they have agreed to purchase from the
Company.  The Investor understands and agrees that, in the event that
Canaccord, as lead placement agent, in its sole discretion determines that the
conditions to closing in the Placement Agreement have not been satisfied or if
the Placement Agreement may be terminated for any other reason permitted by the
Placement Agreement, then Canaccord, as lead placement agent, may, but shall not
be obligated to, terminate such Agreement, which shall have the effect of
terminating this Subscription Agreement pursuant to Section 14
below.

      


      3.3           Delivery
of Funds.

      


      (a)           DWAC
Delivery.  If the Investor elects to settle the Units purchased
by such Investor through DTC's Deposit/Withdrawal at Custodian ("DWAC") delivery system, no later
than one (1) business day after the execution of this Agreement by the Investor
and the Company, the Investor shall remit by wire transfer the amount of
funds equal to the aggregate purchase price for the Units being purchased by the
Investor to the following account designated by the Company:

      


       

      Bank
Name: ________________

      ABA #
_____________

      Account
Name: Magnum Hunter Resources Corporation

      Account
Number: __________

      F/C
Account: ___________

      


      Such
funds shall be held in escrow by the Company until the Closing upon the
satisfaction of the conditions set forth in Section 3.2(b)
hereof.


      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      


      


      (b)           Delivery Versus Payment
through The Depository Trust Company.  If the Investor elects
to settle the Units purchased by such Investor by delivery versus payment
through DTC, no later
than one (1) business day after the execution of this Agreement by the Investor
and the Company, the Investor shall confirm that the account or accounts
at Canaccord to be credited with the Units being purchased by the Investor have
a minimum balance equal to the aggregate purchase price for the Units being
purchased by the Investor.

      


      3.4           Delivery
of Units.

      


      (a)           DWAC
Delivery.  If the Investor elects to settle the Units purchased
by such Investor through DTC's DWAC delivery system, no later
than one (1) business day after the execution of this Agreement by the Investor
and the Company, the Investor shall direct the broker-dealer at which the
account or accounts to be credited with the Units being purchased by such
Investor are maintained, which broker/dealer shall be a DTC participant, to set
up a DWAC instructing Registrar and Transfer Company, the Company's Transfer
Agent, to credit such account or accounts with the Units.  Such DWAC
instruction shall indicate the settlement date for the deposit of the Units,
which date shall be provided to the Investor by Canaccord.  At the
Closing, the Company shall direct the Transfer Agent to credit the Investor's
account or accounts with the Units pursuant to the information contained in the
DWAC.

      


      (b)           Delivery Versus Payment
through The Depository Trust Company.  If the Investor elects
to settle the Units purchased by such Investor by delivery versus payment
through DTC, no later
than one (1) business day after the execution of this Agreement by the Investor
and the Company, the Investor shall notify Canaccord of the account or
accounts at Canaccord to be credited with the Units being purchased by such
Investor.  On the Closing Date, the Company shall deliver the Units to
the Investor through DTC directly to the account(s) at Canaccord identified by
Investor and simultaneously therewith payment shall be made by Canaccord by wire
transfer to the Company.

      


      4.           Representations,
Warranties and Covenants of the Investor.

       

      The Investor acknowledges, represents
and warrants (as of the date hereof) to, and agrees with, the Company and the
Placement Agents that:

      


      4.1           The
Investor (a) is knowledgeable, sophisticated and experienced in making, and is
qualified to make decisions with respect to, investments in shares presenting an
investment decision like that involved in the purchase of the Units, including
investments in securities issued by the Company and investments in comparable
companies, (b) has answered all questions on the Signature Page and the Investor
Questionnaire and the answers thereto are true and correct as of the date hereof
and will be true and correct as of the Closing Date and (c) in connection with
its decision to purchase the number of Units set forth on the Signature Page,
has received and is relying only upon the Disclosure Package and the documents
incorporated by reference therein and the Offering Information and the
representations, warranties, covenants and agreements of the Company contained
in the Placement Agreement.


      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      


      


      4.2          No
action has been or will be taken in any jurisdiction outside the United States
by the Company or the Placement Agents that would permit an offering of the
Units, or possession or distribution of offering materials in connection with
the issue of the Units in any jurisdiction outside the United States where
action for that purpose is required, (b) if the Investor is outside the United
States, it will comply with all applicable laws and regulations in each foreign
jurisdiction in which it purchases, offers, sells or delivers Units or has in
its possession or distributes any offering material, in all cases at its own
expense and (c) none of the Placement Agents is authorized to make or has made
any representation, disclosure or use of any information in connection with the
issue, placement, purchase and sale of the Units, except as set forth or
incorporated by reference in the Base Prospectus, any Issuer Free Writing
Prospectus or the Prospectus Supplement.

      


      4.3           The
Investor is either an individual or an entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization and
has full right, power, authority and capacity to enter into this Agreement and
to consummate the transactions contemplated hereby and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement,
and (b) this Agreement constitutes a valid and binding obligation of the
Investor enforceable against the Investor in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and except as to the enforceability of any
rights to indemnification or contribution that may be violative of the public
policy underlying any law, rule or regulation (including any federal or state
securities law, rule or regulation).  The Investor's execution,
delivery and performance of this Agreement and the consummation by it of the
transactions contemplated hereby do not and will not (i) conflict with or
violate any provision of the Investor's certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority to which the Investor  is subject (including federal and
state securities laws and regulations), or by which any property or asset of the
Investor is bound or affected.

       

      4.4           The
Investor understands that nothing in this Agreement, the Prospectus or any other
materials presented to the Investor in connection with the purchase and sale of
the Units constitutes legal, tax or investment advice.  The Investor
has consulted such legal, tax and investment advisors and made such
investigation as it, in its sole discretion, has deemed necessary or appropriate
in connection with its purchase of Units.

       

      4.5           Since
the time at which a Placement Agent first contacted the Investor about the
Offering, the Investor has not disclosed any information regarding the Offering
to any third parties (other than its legal, accounting and other advisors) and
has not engaged in any transactions involving the securities of the Company
(including, without limitation, any Short Sales involving the Company's
securities).  The Investor covenants that it will (i) maintain the
confidentiality of all information acquired as a result of the transactions
contemplated herein and (ii) not engage in any purchases or sales of the
securities of the Company (including Short Sales), in each case prior to the
time that the transactions contemplated by this Agreement are publicly
disclosed.  The Investor agrees that it will not use any of the Units
acquired pursuant to this Agreement to cover any short position in the Common
Stock if doing so would be in violation of applicable securities
laws.  For purposes hereof, "Short Sales" include, without
limitation, all "short sales" as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act, whether or not against the box, and all
types of direct and indirect stock pledges, forward sales contracts, options,
puts, calls, short sales, swaps, "put equivalent positions" (as defined in Rule
16a-1(h) under the Exchange Act) and similar arrangements (including on a total
return basis), and sales and other transactions through non-US broker dealers or
foreign regulated brokers.

       


      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      


      5.           Survival of Representations,
Warranties and Agreements; Third Party
Beneficiary.  Notwithstanding any investigation made by any
party to this Agreement or by the Placement Agents, all covenants, agreements,
representations and warranties made by the Company and the Investor herein and,
with respect to the Company, in the Placement Agreement, will survive the
execution of this Agreement, the delivery to the Investor of the Units being
purchased and the payment therefor.

       

      6.           Notices.  All
notices, requests, consents and other communications hereunder will be in
writing, will be mailed (a) if within the domestic United States by first-class
registered or certified airmail, or nationally recognized overnight express
courier, postage prepaid, or by facsimile or (b) if delivered from outside the
United States, by International Federal Express or facsimile, and (c) will be
deemed given (i) if delivered by first-class registered or certified mail
domestic, three business days after so mailed, (ii) if delivered by nationally
recognized overnight carrier, one business day after so mailed, (iii) if
delivered by International Federal Express, two business days after so mailed
and (iv) if delivered by facsimile, upon electric confirmation of receipt and
will be delivered and addressed as follows:

       

      
        	
                 
      

              	
                (a)

              	
                if to the Company,
      to:

                 

                
                  Magnum
      Hunter Resources Corporation

                  777
      Post Oak Boulevard

                  Suite
      910

                  Houston,
      Texas  77056

                  Attention:  General
      Counsel

                  Facsimile
      No.:  (832) 369-6992

                  


                   with copies
      to:

                  


                  Fulbright
      & Jaworski l.l.p.

                  2200
      Ross Avenue, Suite 2000

                  Dallas,
      Texas  75201

                  Attention:  David
      E. Morrison

                  Email:
      dmorrison@fulbright.com

                

              


      

       

      


      (b)         if
to the Investor, at its address on the Signature Page hereto, or at such other
address or addresses as may have been furnished to the Company in
writing.

       

      7.           Changes.  This
Agreement may not be modified or amended except pursuant to an instrument in
writing signed by the Company and the Investor.  Any modification or
amendment to Section 2 (Representations and Warranties of the Company), Section
5 (Conditions of Placement Agents' Obligations), Section 6(f) (Representations
and Agreements to Survive Delivery), or Section 10 (Persons Entitled to Benefit
of Agreement) of the Placement Agreement, and any modification or amendment to
the Placement Agreement that is material and adverse to the Investor, shall
require the prior written consent of the Investor.

       


      
        
           


        

        
          A-5

          
            

          

        

        
           


        

      


      


      8.           Headings.  The
headings of the various sections of this Agreement have been inserted for
convenience of reference only and will not be deemed to be part of this
Agreement.

       

      9.           Severability.  In
case any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein will not in any way be affected or
impaired thereby.

       

      10.        Governing Law.  This
Agreement will be governed by, and construed in accordance with, the internal
laws of the State of New York, without giving effect to the principles of
conflicts of law that would require the application of the laws of any other
jurisdiction.  Except as set forth below, no proceeding may be
commenced, prosecuted or continued in any court other than the courts of State
of New York located in the City and County of New York or the United States
District Court for the Southern District of New York, which courts shall have
jurisdiction over the adjudication of such matters, and the parties hereby
consent to the jurisdiction of such courts and personal service with respect
thereto.  All parties hereby waive all right to trial by jury in any
proceeding (whether based upon contract, tort or otherwise) in any way arising
out of or relating to this Agreement.  All parties agree that a final
judgment in any such proceeding brought in any such court shall be conclusive
and binding upon each party and may be enforced in any other courts in the
jurisdiction of which a party is or may be subject, by suit upon such
judgment.

       

      11.        Counterparts.  This
Agreement may be executed in two or more counterparts, each of which will
constitute an original, but all of which, when taken together, will constitute
but one instrument, and will become effective when one or more counterparts have
been signed by each party hereto and delivered to the other
parties.  Delivery of an executed counterpart by facsimile or portable
document format (.pdf) shall be effective as delivery of a manually executed
counterpart thereof.

       

      12.        Confirmation of
Sale.  The Investor acknowledges and agrees that such
Investor's receipt of the Company's signed counterpart to this Agreement,
together with the Prospectus Supplement (or the filing by the Company of an
electronic version thereof with the Commission), shall constitute written
confirmation of the Company's sale of Units to such Investor.

       

      13.        Press Release.  The
Company and the Investor agree that, prior to the opening of the New York Stock
Exchange Amex Equities market in New York City on the business day immediately
after the date hereof, the Company shall (i) issue a press release announcing
the Offering and disclosing all material information regarding the Offering and
(ii) file a Current Report on Form 8-K with the Commission disclosing all
material information regarding the Offering and including the Placement
Agreement and a form of this Agreement as exhibits thereto.  From and
after the issuance of such press release and the filing of such Current Report
on Form 8-K, the Company shall have publicly disclosed all material, non-public
information delivered to any of the Investors by the Company or any person
acting on its behalf, including, without limitation, the Placement Agent, in
connection with the transactions contemplated by this Agreement, the Placement
Agreement and any other documents or agreements contemplated hereby or
thereby.  The Company shall not identify the name of any Investor or
any affiliate of any investment adviser of such Investor in any press release or
public filing, or otherwise publicly disclose the name of any Investor or any
affiliate of investment adviser of such Investor, without such Investor's prior
written consent, unless required by law or the rules and regulations of a
national securities exchange, provided, however, that, if permitted by
applicable law, regulation, legal or judicial process, promptly after becoming
aware of any request or requirement to so disclose (a "Disclosure Requirement"), and
in any event prior to any such disclosure, the Company will provide such
Investor with notice of such request or requirement so that such Investor may at
its election seek a protective order or other appropriate remedy and the Company
will fully cooperate with such Investor's efforts to obtain the same; provided,
further, however, if, absent the entry of such a protective order or other
remedy, the Company is compelled by applicable law, rule or regulation or a
court order, subpoena, similar judicial process, regulatory agency or stock
exchange rule to disclose such Investor's name, the Company may disclose only
that portion of such information that the Company is so compelled to disclose
and will use its reasonable efforts to obtain assurance that confidential
treatment will be accorded to that portion of such information that is being
disclosed.  As of the date hereof, the Company is not aware of any
Disclosure Requirement.

       


      
        
           


        

        
          A-6

          
            

          

        

        
           


        

      


      14.        Termination.  In the
event that the Placement Agreement is terminated by the Placement Agents
pursuant to the terms thereof, this Agreement shall terminate without any
further action on the part of the parties hereto.

       

      15.        Fees and
Expenses.  Each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement.

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 


      
        
           


        

        
          A-7

          
            

          

        

        
           


        

      


      


      Exhibit
A

       

      MAGNUM
HUNTER RESOURCES CORPORATION

       

      INVESTOR
QUESTIONNAIRE

       

      Pursuant
to Section 3 of
Annex I to the
Agreement, please provide us with the following information:

       

      


      
        	1.	
                The
      exact name that your Units are to be registered in. You may use a nominee
      name if appropriate:

              	 
      
	2.	
                The
      relationship between the Investor and the registered holder listed in
      response to item 1 above:

              	 
      
	3.	
                The
      mailing address of the registered holder listed in response to item 1
      above:

              	 
      
	4.	
                The
      Social Security Number or Tax Identification Number of the registered
      holder listed in the response to item 1 above:

              	 
      
	5.	
                Name
      of DTC Participant (broker-dealer at which the account or accounts to be
      credited with the Units are maintained):

              	 
      
	6.	
                DTC
      Participant Number:

              	 
      
	7.	
                Name
      of Account at DTC Participant being credited with the
    Units:

              	 
      
	8.	
                Account
      Number at DTC Participant being credited with the Units:

              	 
      
	9.	
                EIN
      Number:

              	 
      


      

      


      



      
        
           


        

        
          A-8

          
            

          

        

        
           


        

      


      


       

      Exhibit
A

       

      PLACEMENT
AGENCY AGREEMENT

       

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 


      
        
           


        

        
          A-9