exv10w1






Exhibit 10.1




Execution Version



THE WARRANTS CONTEMPLATED BY THIS WARRANTS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR ANY PROVINCE
OF CANADA, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION OR PROSPECTUS REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH APPLICABLE STATE OR PROVINCIAL SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION
OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT AND A LETTER FROM TRANSFEREE IN WHICH SUCH TRANSFEREE
REPRESENTS THAT HE OR SHE IS ACQUIRING THE WARRANTS FOR HIS OR HER OWN ACCOUNT FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, THE SUBSTANCE OF EACH TO BE REASONABLY ACCEPTABLE TO
THE COMPANY.




WARRANTS AGREEMENT




     This WARRANTS AGREEMENT (this “Agreement”) is dated as of October 13th, 2011,
between Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”), and American
Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrants Agent
(the “Warrants Agent”).



RECITALS




     WHEREAS, the Company proposes to issue Warrants (the “Warrants”), entitling the holders
thereof to purchase shares of the Company’s Common Stock, $0.01 par value per share (the “Common
Stock”); and



     WHEREAS, the Warrants Agent, at the request of the Company, has agreed to act as the agent of
the Company in connection with the issuance, registration, transfer, exchange and exercise of the
Warrants;



     NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, the
parties hereto agree as follows:



AGREEMENT




     1. Appointment of Warrants Agent. The Company hereby appoints the Warrants Agent to
act as agent for the Company in accordance with the instructions hereinafter set forth; and the
Warrants Agent hereby accepts such appointment, upon the terms and conditions hereinafter set forth
and payment of the Warrants Agent’s fees as set forth in Exhibit B.



     2. Amount Issued. Subject to the provisions of this Agreement, the Company shall
issue and distribute to holders of its Common Stock (“Record Holders”) Warrants to purchase an
aggregate of 12,875,271 shares of Common Stock. The Company shall distribute to the Record Holders
as of the close of business on August 31, 2011 (the “Record Date”) one (1) Warrant for every ten
(10) shares of Common Stock held of record on the Record Date. No fractional



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warrants or cash in lieu thereof will be issued or paid. The number of Warrants distributed
to each Record Holder will be rounded down to the nearest whole number. Each Warrant shall entitle
the holder thereof to purchase one share of Common Stock at a price of $10.50 per share, upon
exercise of the Warrant as herein provided.




     The Company also made a capital contribution of Warrants to purchase shares of Common Stock to
MHR Callco Corporation, its wholly owned subsidiary, and MHR Callco Corporation subsequently made a
capital contribution of such Warrants to its wholly owned subsidiary, MHR Exchangeco Corporation
(“Exchangeco”), which shall issue and distribute to the holders of Exchangeable Shares of
Exchangeco (“Exchangeco Record Holders”) as of the Record Date one (1) Warrant for every ten (10)
Exchangeable Shares held of record on the Record Date. No fractional warrants or cash in lieu
thereof will be issued or paid. The number of Warrants distributed to each Exchangeco Record
Holder will be rounded down to the nearest whole number. Each Warrant shall entitle the holder
thereof to purchase one share of Common Stock at a price of $10.50 per share, upon exercise of the
Warrant as herein provided.



     3. Form of Warrant Certificates. The Warrants shall be evidenced by certificates (the
“Warrant Certificates”) to be delivered pursuant to this Agreement in registered form only. The
Warrant Certificates and the forms of election to purchase shares of Common Stock and of assignment
to be printed on the reverse thereof shall be in substantially the form set forth in Exhibit
A hereto, together with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement, and such letters, numbers or other marks
of identification and such legends or endorsements placed thereon (i) as may be required to comply
with any law or rules made pursuant thereto, any rules of any securities exchange, or any agreement
between the Company and any holder of a Warrant (a “Warrantholder”) or (ii) as may, consistently
herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their
execution of such Warrant Certificates.



     4. Execution of Warrant Certificates. The Warrant Certificates shall be duly executed
on behalf of the Company by its Chairman and Chief Executive Officer or its Executive Vice
President and Chief Financial Officer, and by its Treasurer, Secretary or Assistant Secretary by
manual or facsimile signatures printed thereon. Warrant Certificates shall be manually
countersigned by the Warrants Agent and shall not be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed any of the Warrant Certificates shall
cease to be such officer of the Company before the date of issuance of the Warrant Certificates or
before countersignature by the Warrants Agent and issue and delivery thereof, such Warrant
Certificates may nevertheless be countersigned by the Warrants Agent, issued and delivered with the
same force and effect as though the person who signed such Warrant Certificates had not ceased to
be such officer of the Company.



     5. Registration. The Warrant Certificates shall be numbered, and each Warrant
Certificate along with the name and address of its holder shall be registered in a register (the
“Warrants Register”) to be maintained by the Warrants Agent. The Company and the Warrants Agent
may deem and treat the registered holder of a Warrant Certificate as the absolute owner thereof
(notwithstanding any notation of ownership or other writing thereon made by anyone), for the
purpose of any exercise thereof or any distribution to the holder thereof and for all other



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purposes, and neither the Company nor the Warrants Agent shall be affected by any notice to
the contrary.




     6. Transfers and Exchanges.



          (a) The Warrants Agent shall not register the transfer of any outstanding Warrant Certificates
in the Warrants Register except as follows:




               (i) if the transferee is, in the opinion of counsel for the transferring Warrantholder, a
person to whom the Warrants may legally be transferred without registration and without the
delivery of a current prospectus under the Securities Act (or with respect to Canada, without the
filing and delivery of a prospectus) with respect thereto and then only against receipt of such
opinion of counsel for the transferring Warrantholder in writing, which opinion and counsel are
acceptable to the Company, and a letter from such transferee in which such transferee represents
that he or she is acquiring the Warrants for his or her own account for investment purposes and not
with a view to distribution and provides any other information and representations required by the
Company, and in which such person agrees to comply with the requirements of this provision with
respect to any resale or other disposition of such securities;



               (ii) upon surrender of such Warrant Certificates, duly endorsed; and



               (iii) upon payment of any applicable tax or taxes pursuant to Section 9 hereof.


Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee
for the number of Warrants transferred. If less than all the Warrants evidenced by such Warrant
Certificate are transferred, a new Warrant Certificate or Certificates shall be issued in the name
of the Warrantholder for the number of Warrants evidenced by the Warrant Certificates so
surrendered that have not been transferred.




          (b) The Warrant Certificates may be exchanged at the option of the holder or holders thereof,
when surrendered to the Warrants Agent at its offices or agency maintained in New York, New York
(or at such other offices or agencies as may be designated by the Warrants Agent) for the purpose
of exchanging, transferring and exercising the Warrants (a “Warrants Agent’s Office”) or at the
offices of any successor Warrants Agent as provided in Section 18 hereof, for another
Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a
like number of Warrants.




          (c) The Company shall not be required to issue any Warrant Certificate evidencing a fraction
of a Warrant or to issue fractions of shares of securities on the exercise of the Warrants. Any
fractional interest in a Warrant alone shall be of no value whatsoever, and any fractional interest
in shares of securities on the exercise of the Warrants shall be rounded down to the nearest whole
number. By accepting a Warrant Certificate, the holder thereof expressly waives any right to
receive a Warrant Certificate evidencing any fraction of a Warrant, to receive any fractional share
of securities upon exercise of a Warrant, or to receive any value whatsoever upon exercise of a
fractional interest in a Warrant.







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     7. Duration and Exercise of Warrants; Exercise Price.



          (a) Unless the Warrants are redeemed in accordance with Section 14 hereof, the
Warrants shall expire at (i) 5:00 p.m. New York City time (“Close of Business”) on October 14,
2013, subject to extension, in the sole discretion of the Company, in a written statement to the
Warrants Agent and with at least thirty (30) days’ prior notice to registered Warrantholders in the
manner provided for in Section 15 hereof (such date of expiration being hereinafter
referred to as the “Expiration Date”). From October 14, 2011 and thereafter until the Close of
Business on the Expiration Date, the Warrants may be exercised on any business day. After the
Close of Business on the Expiration Date, the Warrants will become void and of no value.




          (b) Subject to the provisions of this Agreement, each Warrant shall entitle the holder thereof
to purchase from the Company (and the Company shall issue and sell to such holder of a Warrant) one
fully paid and nonassessable share of Common Stock at the price of $10.50 per share (the “Exercise
Price”). Pursuant to Section 6(c) hereof, no fractional shares of Common Stock shall be
issuable upon exercise of any Warrants.




          (c) A Warrantholder shall exercise such Warrantholder’s right to purchase shares of Common
Stock by depositing with the Warrants Agent at a Warrants Agent’s Office, the Warrant Certificate
evidencing such Warrant with the form of election to purchase on the reverse thereof duly completed
and signed by the registered holder or holders thereof or by the duly appointed legal
representative thereof or by a duly authorized attorney, such signature (if not signed by or on
behalf of an original holder of Warrants) to be “medallion” guaranteed by a member of the
Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion
Program (SEMP), a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP), an
“eligible guarantor institution” as defined under Rule 17Ad-15 promulgated under the Securities
Exchange Act of 1934, as amended, or, with respect to Canadian Warrantholders, by a Canadian
Schedule 1 chartered bank or a major trust company in Canada, and by paying to the Warrants Agent
an amount equal to the Exercise Price multiplied by the number of shares of Common Stock in respect
of which the Warrants are being exercised. Payment shall be in lawful money of the United States
of America by wire transfer, by official bank, certified, or personal check or by a postal,
telegraphic or express money order made payable to the Warrants Agent for the account of the
Company; provided, however, if payment is made by personal check, sufficient time must be allowed
for the check to clear prior to the Expiration Date. If payment shall be made by wire transfer,
such payment shall be transferred to Union Bank (ABA Number: 122000496 and Account Number:
4170001562) for the account of the Company, or such other account on behalf of the Company as the
Warrants Agent shall hereafter direct. Once a Warrantholder exercises a Warrant, that exercise may
not be revoked.




          (d) Unless a Warrant Certificate (i) provides that the shares of Common Stock to be issued
pursuant to the exercise of Warrants represented thereby are to be delivered directly to the holder
of such Warrants or (ii) is submitted for the account of an “eligible guarantor institution,”
signatures on such Warrant Certificate must be guaranteed by an “eligible guarantor institution.”







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          (e) Subject to Section 8 hereof, upon such surrender of a Warrant Certificate and
payment of the Exercise Price, and as soon as practicable thereafter, the Warrants Agent, in its
capacity as the Company’s transfer agent (the “Transfer Agent”), shall requisition for issuance and
delivery to or upon the written order of the registered holder of such Warrant Certificate and in
such name or names as such registered holder may designate, a certificate or certificates for the
share or shares of Common Stock issuable upon the exercise of the Warrant. Such certificate or
certificates shall be deemed to have been issued and any person so designated to be named therein
shall be deemed to have become the holder of record of such share or shares of Common Stock upon
the date of issuance thereof.




     The Exercise Price will be deemed to have been received by the Warrants Agent only upon (i)
clearance of any uncertified check or (ii) receipt by the Warrants Agent of any official bank or
certified check drawn upon a U.S. bank or any postal, telegraphic or express money order, or (iii)
receipt by the Warrants Agent of confirmation of any wire transfer to the account set forth above.



          (f) The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of
the registered holder thereof, either as an entirety or from time to time for a portion of the
number of Warrants specified in the Warrant Certificate. If less than all of the Warrants
evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised at any
time prior to the Expiration Date, a new Warrant Certificate or Certificates shall be issued for
the number of Warrants evidenced by the Warrant Certificate so surrendered that have not been
exercised.




          (g) The Warrants Agent shall account promptly to the Company with respect to Warrants
exercised and concurrently pay or deliver to the Company all moneys and other consideration
received by it upon the purchase of shares of Common Stock through the exercise of Warrants.




          (h) If either the number of Warrants being exercised is not specified on a Warrant
Certificate, or the payment delivered is not sufficient to pay the full aggregate Exercise Price
for all shares of Common Stock stated to be subscribed for, the Warrantholder will be deemed to
have exercised the maximum number of Warrants that could be exercised for the amount of the payment
delivered by such Warrantholder. If the payment delivered by the Warrantholder exceeds the
aggregate Exercise Price for the number of Warrants evidenced by the Warrant Certificate(s)
delivered by such Warrantholder, the payment will be applied, until the Warrant is depleted, to
subscribe for shares of Common Stock. Any excess payment remaining after the foregoing allocation
will be returned to such Warrantholder as soon as practicable by mail, without interest or
deduction for expenses.




          (i) No issuance of shares of Common Stock upon exercise of Warrants shall be made unless there
is a current prospectus covering such shares of Common Stock under an effective registration
statement under the Securities Act or, where applicable, Canadian provincial securities laws (or an
exemption therefrom), and registration or qualification of such shares of Common Stock (or an
exemption therefrom) has been obtained from the state, provincial or other regulatory authorities
in the jurisdiction in which such shares of Common Stock are sold. The Company will provide to the
Warrants Agent written confirmation of such






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registration or qualification, or an exemption therefrom, when requested by the Warrants
Agent, and the determination of the Company shall be final and binding on the Warrants Agent and
each Warrantholder. The Company may instruct the Warrants Agent from time to time that certain
Warrants are subject to further restrictions on exercise, in which case the Warrants Agent shall
not permit the exercise of such Warrants without the consent of the Company.




          (j) Notwithstanding any other provision of this Agreement to the contrary, no issuance of
shares of Common Stock shall be made, and the Company is authorized to refuse to honor the exercise
of any Warrant, if the exercise of any Warrant would result, in the opinion of the Company’s Board
of Directors (the “Board”) or its Chief Executive Officer upon advice of counsel, in the violation
of any law.




          (k) All questions concerning the timeliness, validity, form and eligibility of any exercise of
Warrants will be determined by the Company, and such determinations will be final and binding. The
Company may waive any defect or irregularity, or permit a defect or irregularity to be corrected
within such amount of time as the Company may determine, or reject the purported exercise of any
Warrant by reason of any defect or irregularity in the exercise. Subscriptions will not be deemed
to have been received or accepted until all irregularities have been waived or cured within an
amount of time determined in the Company’s sole discretion. The Company and the Warrants Agent are
not under any duty to notify any Warrantholder of any defect or irregularity in connection with the
submission of Warrant Certificates and will not incur any liability for failure to provide this
notification.




     8. Cancellation of Warrants. If the Company shall purchase or otherwise acquire
Warrants, the Warrant Certificates representing such Warrants shall thereupon be delivered to the
Warrants Agent and be canceled by it and retired. The Warrants Agent shall cancel all Warrant
Certificates surrendered for exchange, substitution, transfer or exercise in whole or in part.



     9. Payment of Taxes. The Company will pay all documentary stamp taxes attributable to
the initial issuance of Warrants and of shares of Common Stock upon the exercise of Warrants;
provided, that the Company shall not be required to pay any tax or taxes that may be payable in
respect of any transfer involved in the issue of any Warrant Certificates or any certificates for
shares of Common Stock in a name other than the registered holder of a Warrant Certificate
surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the issuance thereof
shall have paid to the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid or adequate provision has been made for the payment
thereof.



     10. Mutilated or Missing Warrant Certificates. If any of the Warrant Certificates
shall be mutilated, lost, stolen or destroyed, the Company may, in its sole and absolute
discretion, issue and the Warrants Agent shall deliver, in exchange and substitution for and upon
cancellation of the mutilated Warrant Certificate, or in lieu of and in substitution for the lost,
stolen or destroyed Warrant Certificate, a new Warrant Certificate of like tenor and representing
an equivalent number of Warrants, but only upon receipt of evidence satisfactory to the Company and
the Warrants Agent of such loss, theft or destruction of such Warrant Certificate



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and of an indemnity or bond, if requested, also satisfactory to them. Applicants for such
substitute Warrant Certificates shall also comply with such other reasonable regulations and pay
such other reasonable charges as the Company or the Warrants Agent may prescribe. The Company and
the Warrants Agent may charge the Warrantholder for any expenses associated with replacing his or
her mutilated, lost, stolen or destroyed Warrant Certificate.




     11. Reservation of Shares of Common Stock. For the purpose of enabling it to satisfy
any obligation to issue shares of Common Stock upon exercise of Warrants, the Company will, at all
times through the Close of Business on the Expiration Date, reserve and keep available, free from
preemptive rights and out of its aggregate authorized but unissued shares of Common Stock, the
number of shares of Common Stock deliverable upon the exercise of all outstanding Warrants, and the
Transfer Agent is hereby irrevocably authorized and directed at all times to reserve such number of
authorized and unissued shares of Common Stock as shall be required for such purpose. The Warrants
Agent, in its capacity as Transfer Agent, is hereby irrevocably authorized to requisition from time
to time stock certificates issuable upon exercise of outstanding Warrants.



     Before taking any action that would cause an adjustment pursuant to Section 13 (b)
reducing the Exercise Price below the then par value (if any) of the shares of Common Stock
issuable upon exercise of the Warrants, the Company will take any corporate action that may, in the
opinion of its counsel, be necessary in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock at the Exercise Price as so adjusted.



     The Company covenants that all shares of Common Stock issued upon exercise of the Warrants
will, upon issuance in accordance with the terms of this Agreement, be fully paid and nonassessable
and free from all liens, charges and security interests created by or imposed upon the Company with
respect to the issuance thereof.



     12. Registration of Warrants and Shares of Common Stock. The Company shall use
commercially reasonable efforts to file with the Securities and Exchange Commission (the
“Commission”) a registration statement on Form S-3 covering the shares of Common Stock underlying
the Warrants (the “Registration Statement”) which has been or will be declared effective at the
sole discretion of the Commission. Except as set forth in the last sentence of this Section
12, the Company will use its commercially reasonable efforts to keep the Registration Statement
continuously effective from the date hereof through the Expiration Date and to keep such
Registration Statement and prospectus included therein current while any of the Warrants are
outstanding. So long as any unexpired Warrants remain outstanding, the Company will in good faith
use its commercially reasonable efforts to endeavor to obtain and keep effective any and all
permits, consents and approvals of governmental agencies and authorities and to make filings under
federal, state and provincial securities acts and laws, which may be or become reasonably necessary
in connection with the issuance and delivery of the Warrant Certificates, the exercise of the
Warrants and the issuance, sale, transfer and delivery of the shares of Common Stock issued upon
exercise of Warrants; provided, however, that the Company will not take such actions with respect
to any transfer of the Warrants, which have not been registered under the Securities Act and are
not transferable except as provided in Section 6(a) hereof. However, Warrants may not be
exercised or sold by, nor may shares of Common Stock or other securities be issued to, any
registered Warrantholder in any state or jurisdiction in which such



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exercise or sale would be unlawful. Notwithstanding anything to the contrary in this
Section 12, the Company shall not be required to keep the Registration Statement or any
other registration statement covering the shares of Common Stock issuable upon exercise of the
Warrants or any related prospectus current if in the reasonable judgment of the Company the
discrepancy between the market price of the Common Stock and the Exercise Price makes it unlikely
that the Warrants will be exercised or following the Close of Business on the Expiration Date or
such earlier date upon which all Warrants have been exercised or redeemed in full in accordance
with the terms set forth herein.




     13. Adjustment of Exercise Price and Number of Shares of Common Stock Purchasable or
Number of Warrants.



          (a) Except as provided in subsections (b) or (d) below, the Exercise Price and
the number of shares of Common Stock purchasable upon the exercise of each Warrant shall not be
adjusted prior to the Expiration Date or upon exercise of any Warrant.




          (b) If the Company shall (i) pay a dividend on its shares of Common Stock in shares of Common
Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares
of Common Stock into a smaller number of shares of Common Stock or (iv) reclassify the Common Stock
(including any such reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), the number of shares of Common Stock purchasable upon
exercise of each Warrant immediately prior thereto and the Exercise Price payable therefor shall be
adjusted so that the holder of each Warrant shall be entitled upon exercise to receive, for the
same aggregate consideration, the kind and number of shares of Common Stock or other securities of
the Company that such holder would have owned or have been entitled to receive after the happening
of any of the events described above, if such Warrant had been exercised immediately prior to the
happening of such event or any record date with respect thereto. An adjustment made pursuant to
this subparagraph (b) shall become effective immediately after the effective date of such
event retroactive to the record date, if any, for such event. In addition, in the event of any
reclassification of the Common Stock, references in this Agreement to Common Stock shall thereafter
be deemed to refer to the securities into which the Common Stock shall have been reclassified.




          (c) In case of any consolidation of the Company with or merger of the Company into another
corporation or in case of any sale or conveyance to another corporation of the property of the
Company as an entirety or substantially as an entirety or in case the Company is a party to a
merger or binding share exchange which reclassifies or changes its outstanding shares of Common
Stock (each a “Fundamental Change”), the Company or such successor or purchasing corporation, as
the case may be, shall execute with the Warrants Agent an agreement, in form and substance
substantially equivalent to this Agreement, such that after the Fundamental Change each
Warrantholder shall have the right, subject to terms and conditions substantially equivalent to
those contained in this Agreement, to purchase the kind and amount of shares and other securities
and property that such holder would have been entitled to receive if such Warrant had been
exercised immediately prior to the Fundamental Change. The Company shall mail notice of the
execution of any such agreement to each registered Warrantholder by first-class mail, postage
prepaid. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may
be practicable to the adjustments provided for in this Section 13.






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The provisions of this subparagraph (c) shall similarly apply to successive
Fundamental Changes. The Warrants Agent shall be under no duty to determine the correctness of any
provisions contained in any such agreement relating either to the kind or amount of shares of stock
or other securities or property receivable upon exercise of Warrants or with respect to the method
employed and provided therein for any adjustments, and the Warrants Agent shall be entitled to rely
upon the provisions contained in any such agreement.




          (d) At any time the Company may, at its option, voluntarily reduce the then-current Exercise
Price to such amount (the “Reduced Exercise Price”) and for such period or periods of time which
may be through the Close of Business on the Expiration Date (the “Reduced Exercise Price Period”)
as may be deemed appropriate by the Board. Notice of any such Reduced Exercise Price and Reduced
Exercise Price Period shall be given to the registered Warrantholders in the manner provided in
Section 15 hereof and to the Warrants Agent in the manner provided in Section 21
hereof. After the termination of the Reduced Exercise Price Period, the Exercise Price shall be
the Exercise Price that would have been in effect, as adjusted pursuant to subsection (b)
above, had there been no reduction in the Exercise Price pursuant to the provisions of this
subsection (d). Any adjustment in the Exercise Price pursuant to subsection (b)
above during the Reduced Exercise Price Period shall also be made in the Reduced Exercise Price in
the manner specified in subsection (b) above.




     14. Redemption.



          (a) At any time the Company may, at its option, redeem the Warrants in whole or in part, for a
redemption price of $0.001 per Warrant (subject to equitable adjustment to reflect stock splits,
stock dividends, stock combinations, recapitalizations and like occurrences), on at least thirty
(30) days’ prior written notice to the registered Warrantholders. If the Company elects to redeem
only a portion of the Warrants, the Company will make any such partial redemption on a pro-rata
basis to all Warrantholders based on the number of Warrants they respectively own. In the event
the Company exercises its right to redeem the Warrants, the Expiration Date shall be deemed to be,
and the Warrants will be exercisable until the Close of Business on, the date fixed for redemption
in such notice (the “Redemption Date”). If any Warrant called for redemption is not exercised by
such time, it will cease to be exercisable and the registered holder thereof will be entitled only
to the redemption price of $0.001 per Warrant.




          (b) If the Company exercises its right to redeem all or a portion of the Warrants, then it
shall give or cause to be given notice to the registered Warrantholders by mailing to such
registered Warrantholders a notice of redemption, first class, postage prepaid, at the most recent
address in the Warrants Register. Any notice mailed in the manner provided herein shall be
conclusively presumed to have been duly given, whether or not the registered Warrantholder receives
such notice.




          (c) The notice of redemption shall specify (i) the redemption price, (ii) the Redemption Date,
which shall in no event be less than thirty (30) days after the date of mailing such notice, (iii)
the place where the Warrant Certificates must be delivered and the redemption price paid, and (iv)
that the right to exercise the Warrant shall terminate at Close of Business on the Redemption Date.
Neither failure to mail such notice nor any defect therein or in the mailing thereof shall affect
the validity of the proceedings for such redemption except as to a holder to






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whom notice was not mailed or whose notice was defective. An affidavit of the Warrants Agent
or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed
shall, in the absence of fraud, be prima facie evidence of the facts stated therein.




          (d) Any right to exercise a Warrant shall terminate at Close of Business on the Redemption
Date. The redemption price payable to the registered Warrantholders shall be mailed to such
persons at the most current address listed in the Warrants Register.




     15. Notices to Warrantholders. If:



          (a) the Company shall declare any dividend payable in any securities upon its shares of Common
Stock, or make any distribution (other than a cash dividend declared in the ordinary course) to the
holders of its Common Stock; or




          (b) the Company shall offer to the holders of its Common Stock any additional shares of Common
Stock or securities convertible or exchangeable into shares of Common Stock or any right to
subscribe for or purchase Common Stock; or




          (c) the Company shall dissolve, liquidate or wind up (other than in connection with a
Fundamental Change); or




          (d) the Company shall fix a Reduced Exercise Price and Reduced Exercise Price Period;



then the Company shall cause written notice of such event to be filed with the Warrants Agent and
shall cause written notice of such event to be given to each of the registered Warrantholders at
the most recent address in the Warrants Register by first-class mail, postage prepaid, and such
notice shall be given (i) in the case of clauses (a) or (b) above, at least ten
(10) calendar days prior to the date fixed as a record date or the date of closing the transfer
books for the determination of the stockholders entitled to such dividend, distribution or
subscription rights, (ii) in the case of clause (c) above, at least twenty (20) calendar days prior
to the date fixed as a record date for the determination of stockholders entitled to vote on such
proposed dissolution, liquidation or winding up and (iii) in the case of clause (d) above,
as soon as practicable after such event. Such notice shall, as and if applicable, specify such
record date or the date of closing the transfer books, as the case may be. Failure to give the
notice required by this Section 15 or any defect therein shall not affect the legality or
validity of any dividend, distribution, right, option, warrant, dissolution, liquidation or winding
up or the vote upon or any other action taken in connection therewith.




     16. Merger Consolidation or Change of Name of the Warrants Agent. Any entity into
which the Warrants Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Warrants Agent
shall be a party, or any entity succeeding to the shareholder services business of the Warrants
Agent, shall be the successor to the Warrants Agent hereunder without the execution or filing of
any paper or any further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor Warrants Agent under the provisions of
Section 18.



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     17. Warrants Agent. The Warrants Agent undertakes the duties and obligations imposed
by this Agreement upon the following terms and conditions, by all of which the Company and the
holders of Warrant Certificates, by their acceptance thereof, shall be bound:



          (a) The Warrants Agent shall not be responsible for any failure of the Company to comply with
any of the covenants contained in this Agreement or in the Warrant Certificates, nor shall it at
any time be under any duty or responsibility to any holder of a Warrant to make or cause to be made
any adjustment in the Exercise Price or in the number of shares of Common Stock issuable upon
exercise of any Warrants (except as instructed by the Company);




          (b) The Company agrees to indemnify the Warrants Agent and save it harmless against any and
all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and
expenses, for anything done or omitted by the Warrants Agent arising out of or in connection with
this Agreement except as a result of its gross negligence or bad faith;




          (c) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further and other acts, instruments and
assurances as may reasonably be required by the Warrants Agent to carry out or perform the
provisions of this Agreement; and




          (d) The Warrants Agent is hereby authorized and directed to accept instructions with respect
to the performance of its duties hereunder from the Chairman and Chief Executive Officer, any Vice
President, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary of the
Company, and to apply to such officers for advice or instructions in connection with its duties,
and shall not be liable for any action taken or suffered to be taken by it in good faith in
accordance with instructions of any such officer or in good faith reliance upon any statement
signed by any one of such officers of the Company with respect to any fact or matter (unless other
evidence in respect thereof is herein specifically prescribed) that may be deemed to be
conclusively proved and established by such signed statement.




     18. Change of Warrants Agent. If the Warrants Agent shall resign (such resignation to
become effective not earlier than sixty (60) days after giving written notice thereof to the
Company and the registered Warrantholders) or shall become incapable of acting as Warrants Agent or
if the Board shall by resolution remove the Warrants Agent (such removal to become effective not
earlier than thirty (30) days after filing a certified copy of such resolution with the Warrants
Agent and giving written notice of such removal to the registered Warrantholders), then the Company
shall appoint a successor to the Warrants Agent. If the Company fails to make such appointment
within a period of thirty (30) days after such removal or after it has been so notified in writing
of such resignation or incapacity by the Warrants Agent, then any registered Warrantholder may
apply to any court of competent jurisdiction for the appointment of a successor to the Warrants
Agent. Pending appointment of a successor to the Warrants Agent, either by the Company or by such
a court, the duties of the Warrants Agent shall be carried out by the Company. Any successor
Warrants Agent, whether appointed by the Company or by a court, shall be a bank or trust company,
in good standing, incorporated under the laws of any state or of the United States of America. As
soon as practicable after



- 11 -









 




appointment of the successor Warrants Agent, the Company shall cause written notice of the
change in the Warrants Agent to be given to each of the registered holders of the Warrant
Certificates at such holder’s address appearing on the Warrants Register. After appointment, the
successor Warrants Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Warrants Agent without further act or deed. The former
Warrants Agent shall deliver and transfer to the successor Warrants Agent the Warrants Register and
any other property at the time held by it hereunder and execute and deliver, at the expense of the
Company, any further assurance, conveyance, act or deed necessary for that purpose. Failure to
give any notice provided for in this Section 18 or any defect therein, shall not affect the
legality or validity of the removal of the Warrants Agent or the appointment of a successor
Warrants Agent, as the case may be.




     19. Warrantholder Not Deemed a Stockholder. Nothing contained in this Agreement or in
any of the Warrant Certificates shall be construed as conferring upon the holders thereof the right
to vote or to receive dividends or to consent or to receive notice as stockholders in respect of
the meetings of stockholders or for the election of directors of the Company or any other matter,
or any rights whatsoever as stockholders of the Company.



     20. Delivery of Prospectus. Subject to Section 12 hereof, if the Company
deems it to be necessary or advisable under applicable federal or state securities laws to deliver
a prospectus or other notices or communications in connection with the issuance of the Warrants or
upon the exercise of Warrants, the Company will furnish to the Warrants Agent sufficient copies of
a prospectus or such other notices or communications relating to the shares of Common Stock
underlying the Warrants, and the Warrants Agent agrees that it will deliver a copy of the
prospectus or such other notices or communications to any Warrantholders as the Company may
instruct.



     21. Notices to Company and Warrants Agent. Any notice or demand authorized by this
Agreement to be given or made by the Warrants Agent or by any registered Warrantholder to or on the
Company shall be sufficiently given or made if sent by mail, first-class or registered, postage
prepaid, addressed (until another address is filed in writing by the Company with the Warrants
Agent), as follows:




			
	Magnum Hunter Resources Corporation
777 Post Oak Boulevard, Suite 650
 Houston, Texas 77056
	Attention:	 	Mr. Paul M. Johnston,

Senior Vice President and General Counsel





     Any notice pursuant to this Agreement to be given by the Company or by any registered
Warrantholder to the Warrants Agent shall be sufficiently given if sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing by the Warrants Agent with
the Company), as follows:




			
	American Stock Transfer & Trust Company, LLC

6201 15th Avenue
	Brooklyn, New York 11219
	Attention:	 	Corporate Trust Department








- 12 -









 










			
	with a copy (which shall not constitute notice) to:
	 
	American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, New York 11219
	Attention:	 	General Counsel






     22. Supplements and Amendments. The Company and the Warrants Agent may from time to
time supplement or amend this Agreement without the approval of any Warrantholders in order to cure
any ambiguity, manifest error or other mistake in this Agreement, or to correct or supplement any
provision contained herein that may be defective or inconsistent with any other provision herein,
or to make any other provisions in regard to matters or questions arising hereunder that the
Company and the Warrants Agent may deem necessary or desirable and that shall not adversely affect,
alter or change the interests of the Warrantholders in any material respect.



     Any supplement to or amendment of this Agreement which may not be made by the Company and the
Warrants Agent without the approval of the Warrantholders pursuant to the preceding paragraph shall
require the approval of the Company, the Warrants Agent and the Warrantholders entitled to purchase
upon exercise thereof a majority of the shares of Common Stock that may be purchased upon the
exercise of all outstanding Warrant Certificates at the time that such amendment or supplement is
to be made. Notwithstanding the foregoing, any amendment or supplement to this Agreement which
would provide for an adjustment to either (i) the number of shares of Common Stock purchasable upon
exercise of a Warrant or (ii) the Exercise Price, in either case, in a manner not provided for in
this Agreement and in a manner that would have a substantial negative impact on the Warrantholders,
shall require the consent of the Warrantholders entitled to purchase upon exercise thereof at least
seventy-five percent (75%) of the shares of Common Stock which may be purchased upon the exercise
of all outstanding Warrant Certificates at the time such amendment or supplement is to be made.



     23. Successors. Each of the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrants Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.



     24. Termination. This Agreement shall terminate at the Close of Business on the
Expiration Date or such earlier date upon which all Warrants have been exercised or redeemed in
full in accordance with the terms set forth herein, except that the Warrants Agent shall account to
the Company for cash held by it and the provisions of Section 17 hereof shall survive such
termination. Upon termination of this Agreement, the Warrants Agent shall retain all canceled
Warrant Certificates and related documentation as required by applicable law.



     25. Governing Law. This Agreement and each Warrant Certificate issued hereunder shall
be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall
be construed in accordance with the internal laws of the State of Delaware without



- 13 -









 




regard to conflict of law or choice of law principles that would cause the application of any
laws other than of the State of Delaware.




     26. Benefits of this Agreement. Nothing in this Agreement shall be construed to give
to any person or corporation other than the Company, the Warrants Agent and the registered
Warrantholders any legal or equitable right, remedy or claim under this Agreement, and this
Agreement shall be for the sole and exclusive benefit of the Company, the Warrants Agent and the
registered Warrantholders.



     27. Dealings. The Warrants Agent, and any stockholder, director, officer or employee
thereof, may buy, sell or deal in any of the Warrants or other securities of the Company or become
pecuniarily interested in any transaction in which the Company may be interested, or contract with
or lend money to the Company or otherwise act as fully and freely as though it was not the Warrants
Agent under this Agreement, or a stockholder, director, officer or employee of the Warrants Agent,
as the case may be. Nothing herein shall preclude the Warrants Agent from acting in any other
capacity for the Company or for any other legal entity.



     28. Counterparts. This Agreement may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and such counterparts
shall together constitute but one and the same instrument.



     29. Headings. The headings of sections of this Agreement have been inserted for
convenience of reference only, are not to be considered a part hereof and shall in no way modify or
restrict any of the terms or provisions hereof.



[Signature page follows.]





- 14 -









 








     IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed and delivered
as of the day and year first above written.



	 	 	 	 	 
	 	MAGNUM HUNTER RESOURCES
 CORPORATION

 	 
	 	By:  	/s/ Ronald D. Ormand
 	 
	 	 	Name:  	Ronald D. Ormand 	 
	 	 	Title:  	Executive Vice President and CFO 	 


Attest:




	 	 	 	 	 
	 	By:  	             /s/ Paul Johnston
 	 
	 	 	Name:  	Paul Johnston 	 
	 	 	Title:  	Senior Vice President and General Counsel 	 



	 	 	 	 	 
	 	AMERICAN STOCK TRANSFER &
 TRUST COMPANY, LLC

 	 
	 	By:  	/s/ Barbara J. Robbins
 	 
	 	 	Name:  	Barbara J. Robbins 	 
	 	 	Title:  	Vice President 	 


Attest:




	 	 	 	 	 
	 	By:  	                          /s/ Lindsay Kies
 	 
	 	 	Name:  	Lindsay Kies 	 
	 	 	Title:  	Account Administrator 	 



[Signature Page to Warrants Agreement]



 









 






	 	 	 	 	 



EXHIBIT A




[FORM OF WARRANT]





 









 









	proof ink
PROOF this printing
COMMON STOCK PURCHASE WARRANT CERTIFICATE            and
WARRANTS            However,
dyes
MAGNUM HUNTER RESOURCES CORPORATION            ANOTHER product
the
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE            SEND            final between
AND the
VOID (UNLESS EXTENDED) AFTER 5:00 P.M., NEW YORK CITY TIME, on
difference
ON OCTOBER 14, 2013 CORPORATION
CUSIP 55973G 11 9 the
11, 2011 CHANGES WORD            will appear to
FACE tg            FOR            it due
4365 REV . 4 MAKE WORD            color as
proof
OCTOBER RESOURCES —  Operator: the
OFzx the
THIS CERTIFIES THAT, PROOF HUNTER WO            Terra Cotta
CHANGES PROOFREAD            of different from
17 WITH            representation
SC — OK NOT            good
MAGNUM            a appear slightly
in            IS            is
It
may
IS
AS -
is the owner and registered holder            prints E MAIL
printer product
(the “Registered Holder”), of            Intaglio            OK OR
laser printed
Common Stock Purchase Warrants (the “Warrants”). Each Warrant entitles the Registered Holder to
purchase, subject to the terms and conditions set forth in this Warrant Certificate and the
Warrants Agreement (as hereinafter defined), one fully paid and nonassessable share of common
stock, par value $0.01 per share (the “Common Stock”), of Magnum Hunter Resources Corporation,
color
a Delaware corporation (the “Company”), at any time prior to 5:00 p.m., New York City time, on
October 14, 2013 (the “Expiration Date”), upon the presentation and surrender of this Warrant
Certificate with the Election to Purchase Form on the reverse hereof duly executed, at the
corporate office of American Stock Transfer & Trust Company, LLC as warrants agent, or its
successor final
(the “Warrants Agent”), accompanied by payment of $10.50 per Warrant, subject to adjustment
(the “Warrant Price”), and any and all applicable taxes due in connection with the exercise of the
Warrant, in lawful money of the United States of America by wire transfer, by official bank,
certified, or personal check or by a postal, telegraphic or express money order made payable to
the
Warrants Agent for the account of the Company; provided, however, if payment is made by
personal check, sufficient time must be allowed for the check to clear prior to the Expiration
Date            the
THIS WARRANT CERTIFICATE AND EACH WARRANT REPRESENTED HEREBY ARE ISSUED PURSUANT TO AND ARE
SUBJECT IN ALL RESPECTS TO THE TERMS AND CONDITIONS SET FORTH IN THE WARRANTS AGREEMENT (THE
“WARRANTS AGREEMENT”), DATED AS OF OCTOBER 13, 2011, BY AND BETWEEN THE COMPANY AND THE
WARRANTS            MODEM
AGENT REFERENCE IS HEREBY MADE TO THE WARRANTS AGREEMENT FOR A MORE COMPLETE STATEMENT OF THE
RIGHTS AND LIMITATIONS OF RIGHTS OF THE REGISTERED HOLDER HEREOF, THE RIGHTS AND DUTIES OF THE
WARRANTS AGENT AND THE RIGHTS AND OBLIGATIONS OF THE COMPANY THEREUNDER. COPIES OF THE
WARRANTS            Black PROOF: quality,
AGREEMENT In the event ARE of certain ON FILE contingencies AT THE OFFICE provided OF THE for
in WARRANTS the Warrants AGENT. Agreement, the Warrant Price and the number of shares of Common
Stock subject to purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment. The Company also has the right voluntarily to lower the Warrant Price,
as set forth in the Warrants Agreement. 38401  — 7660 in            BY
and
Each Warrant represented hereby is exercisable at the option of the Registered Holder, but no
fractional shares of Common Stock will be issued, and the number of shares issued will be rounded
down to the nearest whole number. In the case of the exercise of less than all the Warrants
represented hereby, the Company shall cancel this Warrant Certificate upon the surrender
hereof 490 THIS
and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor,
which the Warrants Agent shall countersign, for the balance of such Warrants. -
This Warrant Certificate is not transferrable except in the limited circumstances provided in
the Warrants Agreement and, among other things, delivery of an opinion of transferor’s counsel that
the transfer does not violate any securities laws, an investor’s letter from the transferee stating
his or her intent to acquire the Warrants for his or her own account and for investment
purposes
only, and payment of any applicable taxes due upon transfer of this Warrant Certificate.
America LANE 3003 931 prints FOR            a
graphics rendition,
This Warrant Certificate is exchangeable, upon the surrender hereof by the Registered Holder at
the corporate office of the Warrants Agent in New York, New York or at such other offices as may be
designated by the Warrants Agent, for a new Warrant Certificate or Warrant Certificates of like
tenor representing an equal aggregate number of Warrants, each of such new Warrant -
on
Certificates to represent such number of Warrants as shall be designated by such Registered
Holder at the time of such surrender.
If this Warrant Certificate shall be surrendered for exercise within any period during which
the transfer books for the Common Stock or other securities purchasable upon the exercise of this
Warrant Certificate are closed for any purpose, the Warrants Agent shall not be required to make
delivery of certificates for the securities purchasable upon such exercise until the date of
the
reopening of such transfer books. 388 color
No issuance of shares of Common Stock upon exercise of Warrants shall be made unless there is a
current prospectus covering such shares of Common Stock under an effective registration statement
under the Securities Act or, where applicable, Canadian provincial securities laws (or an exemption
therefrom), and registration or qualification of such shares of Common Stock (or
an exemption therefrom) has been obtained from the state, provincial or other regulatory
authorities in the jurisdiction in which such shares of Common Stock are sold. The Company will
provide to the Warrants Agent written confirmation of such registration or qualification, or an
exemption therefrom, when requested by the Warrants Agent, and the determination of the Company
shall            Logo            artwork
be final Subject and binding to the provisions on the Warrants of the Warrants Agent and
Agreement,
each Registered this Warrant Holder. may No be Warrant redeemed represented at the
option hereby of shall the Company, be exercised in whole or sold or by in part, a Registered at a
redemption Holder in price any of state $0.001 or other per Warrant, jurisdiction at any where
time, such and exercise notice of or redemption sale would (the be unlawful. “Notice of
Redemption”) shall be given not less than thirty (30) days before the date and time fixed for
redemption, all as provided in the Warrants Agreement. (931 ) or
exact
On and after the date fixed for redemption, the Registered Holder shall have no rights with
respect to this Warrant except to receive the $0.001 per Warrant upon surrender of this Warrant
Certificate. North ARMSTRONG TENNESSEE GRONER
SELECTION TEXT RECEIVED            an
Prior to the exercise of any Warrant represented hereby, the Registered Holder shall not be
entitled to any rights of a stockholder of the Company by virtue of such Registered Holder’s
ownership of such Warrant, including, without limitation, the right to vote or to receive dividends
or other distributions, and shall not be entitled to receive any notice of any proceedings of the
Company,




	except as provided in the Warrants Agreement. 711 file not
Prior to due presentment for registration of transfer of this Warrant Certificate, the Company
and the Warrants Agent may deem and treat the Registered Holder as the absolute owner hereof and of
each Warrant represented hereby (notwithstanding any notations of ownership or writing hereon made
by anyone other than a duly authorized officer of the Company or the Warrants




	Agent), for all purposes and shall not be affected by any notice to the contrary. is
This Warrant Certificate shall be governed by and construed in accordance with the laws of the
State of Delaware, without giving effect to conflict of laws or choice of law principles.
digital It
This Warrant Certificate is not valid unless countersigned by the Warrants Agent.
ABnote COLUMBIA, HOLLY            PRINTING: NOTE: a
        .
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed,
manually or in facsimile, by two of its officers thereunto duly authorized. MAGNUM HUNTER
RESOURCES CORPORATION
Dated: By: FOR APPROPRIATE            from printing
THE            printed offset
COUNTERSIGNED: was from
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC            CHAIRMAN OF THE BOARD AND
(New York, NY) as Warrants Agent            CHIEF EXECUTIVE OFFICER
SELECTED INITIAL            proof
By: By: This different
PLEASE is
EXECUTIVE VICE PRESIDENT,
AUTHORIZED SIGNATURE            CHIEF FINANCIAL OFFICER AND SECRETARY
COLORS            COLOR: process















 





MAGNUM HUNTER RESOURCES CORPORATION



U.S. RESIDENTS: THE WARRANT(S) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE
OR ANY PROVINCE OF CANADA, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION OR PROSPECTUS REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE OR PROVINCIAL SECURITIES LAWS AS EVIDENCED
BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT AND A LETTER FROM TRANSFEREE IN
WHICH SUCH TRANSFEREE REPRESENTS THAT HE OR SHE IS ACQUIRING THE WARRANTS FOR HIS OR HER OWN
ACCOUNT FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, THE SUBSTANCE OF EACH TO BE
REASONABLY ACCEPTABLE TO THE COMPANY.



CANADIAN RESIDENTS: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS
SECURITY MUST NOT TRADE THE SECURITY TO A RESIDENT OF CANADA BEFORE FEBRUARY 15, 2012.




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 	 	 	 	 

	 

	 	TEN COM
	 	 	 	— as tenants in common
	 	UNIF GIFT MIN ACT—
	 	               
            Custodian        
             
	 

	 	TEN ENT
	 	 	 	— as tenants by the entireties
	 	 	 	      (Cust)   
               
              (Minor)
	 

	 	JT TEN
	 	 	 	— as joint tenants with right of survivorship and not as tenants
in common

	 	 	 	
under Uniform Gifts to Minors 
Act                    

            (State)






Additional abbreviations may also be used though not in the above list.




ELECTION TO PURCHASE FORM



(To be Executed by the Registered Holder In Order to Exercise

Warrants Represented by the Warrant Certificate on the reverse hereof)



To: MAGNUM HUNTER RESOURCES CORPORATION




     The undersigned Registered Holder hereby irrevocably elects to exercise
         Warrants, represented by the Warrant Certificate on the reverse hereof, and to
purchase the securities issuable upon exercise of such Warrants, and requests that
certificates for such securities be issued in the name of:


 



(Please print or type your Name and Address)



 



(Please print or type your Social Security or Federal Tax Identification Number)



and, if such number of Warrants shall not be all the Warrants represented by the Warrant
Certificate on the reverse hereof, that a new Warrant Certificate for the balance of such Warrants
be registered in the name of, and delivered to the Registered Holder at the address stated below.
The Registered Holder understands and agrees that the Company may require Registered Holders to
establish their exemptions from backup withholding or to arrange for payment of backup withholding.




	 	 	 	 	 

	Dated:

	 	 

	 	 






	 	 	 

	Name of holder of the Warrant Certificate:
	 	 
	 

	 	 




(Please Print or Type)




	 	 	 

	Address:
	 	 
	 

	 	 
	 
	 	 
	 





	 	 	 

	Signature:
	 	 
	 

	 	 





	 	 	 

	Signature Guaranteed:
	 	 
	 

	 	 





	 	 	 

	NOTICE:

	 	SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM PURSUANT TO RULE 17Ad-15 OF THE SECURITIES EXCHANGE ACT OF 1934.
The above signature must correspond with the name as written upon the face of the
Warrant Certificate on the reverse hereof in every particular, without alteration or
enlargement or any change whatsoever, or if signed by any other person or if any Warrant
Certificate representing Warrants not exercised is to be registered in a name other than that
in which the Warrant Certificate on the reverse hereof is registered, the requirements set
forth in the Warrants Agreement related to transfer of Warrants must have been met, including
among other things delivery of an opinion letter from the
Registered Holder’s counsel and an investor’s letter from such other person and payment
of any applicable transfer taxes, and the signature of the holder hereto must be “medallion”
guaranteed.















 








EXHIBIT B




[WARRANTS AGENT FEE SCHEDULE]





 











 










American Stock Transfer & Trust Company, LLC

WARRANT AGENT SERVICES

FEE PROPOSAL




COMPREHENSIVE FIXED FEE



American Stock Transfer & Trust Company, LLC (“AST”) will serve as Warrant Agent for new class of
warrants (the “Warrants”) issued by Magnum Hunter Resources Corporation (the “Company”) issued as
a dividend on its common stock.



AST understands that the Warrants will not be DTC eligible and that AST will receive issuance
instructions for the participants at DTC. AST acknowledges that the Warrants will be issued in
certificated form.



For AST’s role as Warrant Agent, AST will charge the Company a flat monthly fee of $600.00 for a
period of 24 months unless this Agreement is earlier terminated. This database will be a
combination of the existing common stockholders currently in registered form on the records of AST
plus the participants currently holding common stock through DTC. It is estimated that there will
be 500 registered warrantholders. AST will increase the monthly fee by $150.00 for every increase
of 200 registered warrantholders above 500. A one-time fee of $2,500.00 will be billed to cover all
anticipated transfers related to the distribution of the warrants held by participants to its
beneficial owners. In addition, upon the valid exercise of any Warrant, a one-time fee of $2,500.00
will be billed to cover all warrant exercises.



AST’s role as Warrant Agent will be dictated by the Warrant Agent Agreement entered into
between the Company and AST.



Should AST’s role as Warrant Agent change significantly from what is presented in the drafts of
the Warrant Agent Agreement, AST reserves the right to adjust the fees accordingly.




SPECIAL SERVICES



Services not included in this fee proposal, but deemed necessary or desirable by the corporate
issuer, may be subject to additional charges. Examples of such services include trustee/custodial
services, exchange/tender offers, secondary offerings and stock dividends.




OUT-OF-POCKET EXPENSES



Routine out of pockets are included in the monthly fee. Out-of-pocket expenses will be billed in
addition to the fee listed herein for events relating to the entire warrantholder base. Examples of
routine out-of-pocket expenses include but are not limit to envelopes, statements, stationary,
postage and overnight courier.




ACCEPTANCE



Acceptance of this transaction is contingent upon AST’s final review. This fee commitment is
guaranteed for the duration of the Agreement.



Acknowledged and Accepted:




10/05/11

Date




	 	 	 

	/s/ Ronald D. Ormand
	 	 
	 

Magnum Hunter Resources Corporation

	 	 
	 
	 	 
	 

Signature

	 	 
	 
	 	 
	Ronald D. Ormand, EVP and CFO
 

Name/Title

	 	 








AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC I www.amsloek.com

CONFIDENTIAL