exv10w9






Exhibit 10.9

Execution Version




NON-TRANSFER AGREEMENT




     THIS NON-TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of June 26, 2008,
by and between RCH Energy Opportunity Fund I, L.P., a Delaware limited partnership (the
“Stockholder”), and Crusader Energy Group Inc., a Nevada corporation (the “Company”).



RECITALS




     A. Effective December 31, 2007, Stockholder and the Company entered into a Contribution
Agreement (the “Contribution Agreement”), which provides for the acquisition by the Company of all
of the outstanding equity interest of RCH Upland Acquisition, LLC, a Delaware limited liability
company (the “Acquisition”) in exchange for common stock, par value $0.01 per share, of the Company
(the “Company Common Stock”), as set forth in the Contribution Agreement.



     B. As of the date hereof, Stockholder may Beneficially Own (as defined below) a number of
Shares (as defined below).



     C. Pursuant to the Contribution Agreement, Stockholder agreed to restrict the transfer or
disposition of its Shares as provided in this Agreement.



     NOW, THEREFORE, the parties hereto hereby agree as follows:



     1. Certain Definitions. Capitalized terms not defined herein and defined in the Contribution
Agreement shall have the meanings ascribed to them in the Contribution Agreement. For purposes of
this Agreement:



          (a) A Person shall be deemed to “Beneficially Own” a security if such Person has “beneficial
ownership” of such security as determined pursuant to Rule 13d-3 under the Securities Exchange Act
of 1934, as amended.




          (b) “Constructive Sale” means, with respect to any security, a short sale or entering into or
acquiring an offsetting derivative contract with respect to such security, entering into or
acquiring a futures or forward contract to deliver such security or entering into any other hedging
or other derivative transaction that has the effect of materially changing the economic benefits
and risks of ownership of such security.




          (c) “Expiration Date” means December 23, 2008.




          (d) “Options” means: (i) all securities Beneficially Owned by Stockholder as of the date of
this Agreement that are convertible into, or exercisable or exchangeable for, shares of capital
stock of the Company, including, without limitation, options, warrants and other rights to acquire
shares of Company Common Stock or other shares of capital stock of the Company; and (ii) all
securities of which Stockholder acquires Beneficial Ownership during the period from the date of
this Agreement through and including the Expiration Date that are convertible into, or exercisable
or exchangeable for, shares of capital stock of the Company, including, without













 






limitation, options, warrants and other rights to acquire shares of Company Common Stock or
other shares of capital stock of the Company.




          (e) “Person” means any (i) individual, (ii) corporation, limited liability company,
partnership, limited partnership or other entity, or (iii) Governmental Authority.




          (f) “Shares” means: all shares of capital stock of the Company of which Stockholder has or
acquires Beneficial Ownership during the period from the date of this Agreement through and
including the Expiration Date, including, without limitation, in each case, shares issued upon the
conversion, exercise or exchange of Options.




          (g) “Transfer” means, with respect to any security, the direct or indirect (i) assignment,
sale, transfer, tender, pledge, hypothecation, placement in voting trust, Constructive Sale or
other disposition of such security (excluding transfers by testamentary or intestate succession),
of any right, title or interest in such security (including, without limitation, any right or power
to vote to which the holder thereof may be entitled, whether such right or power is granted by
proxy or otherwise) or of the record or beneficial ownership of such security, or (ii) offer to
make any such sale, transfer, tender, pledge, hypothecation, placement in voting trust,
Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether
or not in writing, to effect any of the foregoing, in each case, excluding any (1) Transfer
pursuant to a court order and (2) such actions pursuant to which Stockholder maintains all voting
rights with respect to such security.




     2. No Transfer of Shares or Options. Stockholder agrees that, at all times during the period
beginning on the date hereof and ending on and excluding the Expiration Date, Stockholder shall not
Transfer (or cause or permit any Transfer of) any Shares or Options, or make any agreement relating
thereto, in each case, without the prior written consent of the Company. Stockholder agrees that
any Transfer in violation of this Agreement shall be void ab initio and of no force or effect.
Stockholder hereby agrees with, and covenants to, the Company that Stockholder shall not request
that the Company register the Transfer (book entry or otherwise) of any certificate or
uncertificated interest representing any of its Shares, unless such Transfer is made in compliance
with this Agreement.



     3. Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents,
warrants and covenants to the Company as follows:



          (a) Stockholder has the sole, full right, power and authority to dispose, vote or direct the
voting of Stockholder’s Shares with no limitations, qualifications or restrictions on such rights,
subject to applicable securities laws and the terms of this Agreement.




          (b) The execution and delivery of this Agreement by Stockholder does not, and Stockholder’s
performance of its obligations under this Agreement will not, conflict with or violate or require
any consent, approval or notice under, any order, decree, judgment, statute, law, rule, regulation
or agreement applicable to Stockholder or by which Stockholder or any of Stockholder’s properties
or assets, including, without limitation, the Shares and Options, is bound.




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          (c) Stockholder has the sole, full right, power and authority to make, enter into and carry
out the terms of this Agreement with respect to all of its Shares without limitation, qualification
or restriction on such power and authority. This Agreement has been duly executed and delivered by
Stockholder and constitutes a legal, valid and binding agreement of Stockholder, enforceable in
accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency,
reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).




          (d) Stockholder is not a party to, and the Shares are not subject to or bound in any manner
by, any contract or agreement relating to the Shares that would require Stockholder to Transfer the
Shares in violation of this Agreement.




     4. Additional Documents. Stockholder and the Company hereby covenant and agree to execute and
deliver any additional documents and take such further actions as may be reasonably necessary or
desirable, in the reasonable opinion of the Company, to carry out the purposes and intent of this
Agreement.



     5. Consents and Waivers. Stockholder further consents to the Company placing a stop transfer
order on the Shares with its transfer agent(s), which stop transfer order shall, until otherwise
requested by the Company, remain in effect until the Expiration Date.



     6. Termination. This Agreement shall terminate and shall have no further force or effect as
of the Expiration Date.



     7. Legending of Shares. Stockholder agrees that certificates evidencing the Shares issued to
Stockholder pursuant to the Contribution Agreement may bear the following legend:



     THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER
RESTRICTIONS PURSUANT TO THAT CERTAIN NON-TRANSFER AGREEMENT, DATED AS OF JUNE 26, 2008, BY AND
AMONG CRUSADER ENERGY GROUP INC. AND THE STOCKHOLDER SET FORTH THEREIN. ANY TRANSFER OF SUCH SHARES
OF COMMON STOCK IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH NON-TRANSFER AGREEMENT SHALL BE
NULL AND VOID AND HAVE NO FORCE OR EFFECT WHATSOEVER.



     The Company may place (or to cause each transfer agent for securities of the Company
(including the Common Stock) to place) the above-referenced legend on any and all certificates
evidencing any Shares. Subject to the terms of Section 2 hereof, Stockholder agrees that it shall
not Transfer any Shares (to the extent any Transfer is permitted under this Agreement) without
first having the aforementioned legend affixed to the certificates representing the Shares. In the
event any Shares are held in any nominee account, Stockholder consents to the Company notifying
such nominee holder of this Agreement and terms hereof, and providing a copy of this Agreement to
such nominee holder.



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     8. Miscellaneous.



          (a) Waiver. No failure on the part of any party to exercise any power, right, privilege or
remedy under this Agreement, and no delay on the part of any party in exercising any power, right,
privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege
or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall
preclude any other or further exercise thereof or of any other power, right, privilege or remedy.
A party hereto shall not be deemed to have waived any claim arising out of this Agreement, or any
power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power,
right, privilege or remedy is expressly set forth in a written instrument duly executed and
delivered on behalf of such party; and any such waiver shall not be applicable or have any effect
except in the specific instance in which it is given.




          (b) Notices. All notices and other communications hereunder shall be in writing and shall be
deemed duly given (i) on the date of delivery if delivered personally or by courier service, (ii)
on the date of confirmation of receipt (or the first business day following such receipt if the
date is not a business day) if sent via facsimile (receipt confirmed), or (iii) on the date of
confirmation of receipt (or the first business day following such receipt if the date is not a
business day) if delivered by a nationally recognized courier service. All notices hereunder shall
be delivered to the parties at the following addresses or facsimile numbers (or pursuant to such
other instructions as may be designated in writing by the party to receive such notice):





	 	(i)	 	if to Stockholder, to:




David D. Le Norman

4747 Gaillardia Parkway

Oklahoma City, Oklahoma 73142

Telecopy No.: (405) 285-7522



with copies to each of:



Vinson & Elkins L.L.P.

Trammell Crow Center

2001 Ross Avenue, Suite 3700

Dallas, Texas 75201



Attention:      Michael Wortley

                      Rodney Moore

Telecopy No.: (214) 999-7781



and



Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.

320 S. Boston Ave., Suite 400

Tulsa, OK 74103-3708

Attention: Del L. Gustafson

Telecopy No.: (918) 594-0505




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	 	(ii)	 	if to Company, to:




Crusader Energy Group Inc.

4747 Gaillardia Parkway

Oklahoma City, Oklahoma 73142

Attention: David D. Le Norman

Telecopy No.: (405) 285-7522


with copies to each of:



Vinson & Elkins L.L.P.

Trammell Crow Center

2001 Ross Avenue, Suite 3700

Dallas, Texas 75201



Attention: Michael Wortley

                  Rodney Moore

Telecopy No.: (214) 999-7781



and



Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.

320 S. Boston Ave., Suite 400

Tulsa, OK 74103-3708

Attention: Del L. Gustafson

Telecopy No.: (918) 594-0505




          (c) Headings. All captions and section headings used in this Agreement are for convenience
only and do not form a part of this Agreement.




          (d) Counterparts. This Agreement may be executed in two counterparts, and via facsimile, all
of which shall be considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other parties or to a
person designated in writing by the parties to accept and confirm the execution and delivery of
this Agreement, it being understood that all parties need not sign the same counterpart.




          (e) Entire Agreement; Amendment. This Agreement constitutes the entire agreement among the
parties with respect to the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the subject matter hereof.
This Agreement may not be changed or modified, except by an agreement in writing specifically
referencing this Agreement and executed by the Company and Stockholder; provided, however, that the
Company’s obligations hereunder may not be changed or modified without the written consent of the
Company.




          (f) Severability. In the event that any provision of this Agreement, shall be determined to
be invalid, unlawful, void or unenforceable to any extent, the remainder of this



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Agreement shall not be impaired or otherwise affected and shall continue to be valid and
enforceable to the fullest extent permitted by law.




          (g) Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law thereof. Each of the parties hereto
irrevocably consents to the exclusive jurisdiction and venue of the courts of Dallas County in the
State of Texas in connection with any matter based upon or arising out of this Agreement or the
matters contemplated herein, agrees that process may be served upon them in any manner authorized
by the laws of the State of Texas for such persons and waives and covenants not to assert or plead
any objection which they might otherwise have to such jurisdiction, venue and such process.




          (h) Rules of Construction. The parties hereto agree that they have been represented by
counsel during the negotiation and execution of this Agreement and, therefore, waive the
application of any law, regulation, holding or rule of construction providing that ambiguities in
an agreement or other document will be construed against the party drafting such agreement or
document.




          (i) Remedies. The parties acknowledge that the Company will be irreparably harmed and that
there will be no adequate remedy at law in the event of a violation or breach of any of the terms
of this Agreement. Therefore, it is agreed that, in addition to any other remedies that may be
available to the Company upon any such violation or breach, the Company shall have the right to
enforce the terms hereof by specific performance, injunctive relief or by any other means available
to the Company at law or in equity, and that Stockholder waives the posting of any bond or security
in connection with any proceedings related thereto. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and
not alternative, and the exercise or beginning of the exercise of any thereof by the Company shall
not preclude the simultaneous or later exercise of any other such right, power or remedy by the
Company.




          (j) Binding Effect; No Assignment. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement
nor any of the rights, interests or obligations of the parties hereto may be assigned by any of the
parties without the prior written consent of the other parties. Any purported assignment in
violation of this Section 9(j) shall be void.





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     IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first
above written.



	 	 	 	 	 	 	 
	 	 	RCH ENERGY OPPORTUNITY FUND I,
L.P.	 	 
	 
	 

	 	By:
	 	RCH Energy Opportunity Fund I, GP,	 	 
	 

	 	 	 	L.P., its general partner	 	 
	 

	 	By:
	 	RR Advisors, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert J. Raymond
 

Robert J. Raymond, Sole Member
	 	 






	 	 	 	 	 
	 	CRUSADER ENERGY GROUP INC.

 	 
	 	By:  	/s/ Douglas G. Manner
 	 
	 	 	Name:  	Douglas G. Manner 	 
	 	 	Title:  	Chief Executive Officer 	 
	 


Signature Page to Non-Transfer Agreement