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EXHIBIT 4.3




 




STOCKHOLDERS’ AGREEMENT




of




MILAGRO MEZZ, INC.




Dated as of January 13, 2010




 



















 








Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	Section 1.01 Certain Definitions
	 	 	1	 
	Section 1.02 Other Interpretive Provisions
	 	 	5	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	MANAGEMENT
	 	 	 	 
	Section 2.01 Board of Directors
	 	 	6	 
	Section 2.02 Matters Requiring Unanimous Director Approval
	 	 	7	 
	Section 2.03 Matters Requiring Supermajority Approval
	 	 	8	 
	Section 2.04 Matters Requiring Unanimous Consent of the Equity Investors
	 	 	9	 
	Section 2.05 Board Action
	 	 	10	 
	Section 2.06 Officers
	 	 	10	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	TRANSFER OF SECURITIES
	 	 	 	 
	Section 3.01 Transfer Restrictions; Permitted Transfers
	 	 	10	 
	Section 3.02 Right of First Offer
	 	 	11	 
	Section 3.03 Tag-Along Rights
	 	 	12	 
	Section 3.04 [Intentionally Omitted]
	 	 	13	 
	Section 3.05 Rights and Obligations of Transferees and Transferors
	 	 	13	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	BOOKS AND RECORDS
	 	 	 	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	FREEDOM TO PURSUE OPPORTUNITIES; NON-COMPETITION
	 	 	 	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	Section 6.01 Notices
	 	 	15	 
	Section 6.02 Publicity and Confidentiality
	 	 	15	 
	Section 6.03 Amendments
	 	 	15	 
	Section 6.04 Governing Law; Jurisdiction
	 	 	16	 
	Section 6.05 Absence of Other Agreements or Understandings
	 	 	16	 
	Section 6.06 Entire Agreement
	 	 	16	 
	Section 6.07 Waivers
	 	 	16	 
	Section 6.08 Severability
	 	 	17	 
	Section 6.09 Further Assurances
	 	 	17	 
	Section 6.10 Counterparts
	 	 	17	 
	Section 6.11 Third Party Beneficiaries
	 	 	17	 
	Section 6.12 No Third Party Liability
	 	 	17	 
	Section 6.13 Specific Performance
	 	 	17	 
	Section 6.14 Successors and Assigns
	 	 	18	 
	Section 6.15 Subsequent Acquisition of Interests
	 	 	18	 
	Section 6.16 Further Actions
	 	 	18	 
















 






STOCKHOLDERS’ AGREEMENT




OF MILAGRO MEZZ, INC.



          This STOCKHOLDERS’ AGREEMENT (the “Agreement”) of Milagro Mezz, Inc., a Delaware
corporation (the “Company”), dated as of January 13, 2010, is entered into by and among
those persons listed on Schedule A as stockholders of the Company (together with any Person
that is admitted as stockholder of the Company from time to time, a “Stockholder” and
collectively, the “Stockholders”).



WITNESSETH:




          WHEREAS, Milagro Mezz, LLC (“Mezz”) was formed on October 26, 2007 as a limited
liability company pursuant to the provisions of the Delaware Limited Liability Company Act, as
amended;



          WHEREAS, Mezz was converted into the Company effective October 8, 2009;



          WHEREAS, in connection with such conversion, Mezz issued shares of Common Stock to Holdings;



          WHEREAS, on the date hereof, the Company has issued shares of Preferred Stock to the
Stockholders as noted on Schedule A; and



          WHEREAS, in connection with the issuances of shares of Common Stock and Preferred Stock, the
Stockholders have determined to enter into this Agreement to set forth their rights and obligations
as the stockholders of the Company.



          NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and of other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it
is mutually agreed by and between the parties hereto as follows:



ARTICLE I



DEFINITIONS



     Section 1.01 Certain Definitions. As used herein, the following terms have the
following meanings:



          “Acon” means ABP Milagro, LLC, a Delaware limited liability company, and its
successors and Transferees of its entire interest pursuant to Section 3.05(a).




     “Acon Director” has the meaning set forth in Section 2.01(a)(i).



          “Affiliate” means, (i) with respect to any natural Person, (A) a member of such
Person’s Family Group or (B) any trust or family partnership or other entity whose beneficiaries
shall solely be a member or members of such Person’s Family Group, any (ii) with respect to any
Person who is not a natural Person, any other Person that directly or indirectly controls, is













 




controlled by, or is under common control with, such Person. For these purposes,
“control” means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise.




          “Agreement” has the meaning set forth in the preamble hereto.



          “Applicable Law” means all applicable statutes, rules of law, rules, regulations,
orders, writs, decrees, rulings, judgments, awards, agreements, approvals, authorizations,
consents, licenses, clearances, waivers, permits, memoranda of understanding, commitment letters or
similar understandings of or with any court, arbitrator or Governmental Authority.



          “Available Cash” means the amount of cash (including cash equivalents and temporary
investments of cash) held by the Company from time to time in excess of amounts required, in the
sole discretion of the Board, to pay or provide for payment of existing and projected obligations,
expenses, capital expenditures and acquisitions, and to provide a reserve for working capital and
contingencies.



          “Board” has the meaning set forth in Section 2.01(a).



          “Business Day” means any day other than a Saturday, a Sunday or a day on which banks
in New York, New York are authorized or obligated by law or executive order to close.



          “Bylaws” means the bylaws of the Company.



          “Change of Control” means the consummation of (i) the Transfer (in one or a series of
related transactions) of all or substantially all of the consolidated assets of the Company and its
Subsidiaries, taken as a whole, to a Person or a group of Persons acting in concert (other than to
a Subsidiary or Subsidiaries of the Company), (ii) the Transfer (in one or a series of related
transactions) all of the then-outstanding shares of Common Stock or all of the then-outstanding
voting Securities to one Person or a group of Persons acting in concert, or (iii) an amalgamation,
merger or consolidation of the Company with or into another Person, in the case of clauses (ii) and
(iii) above, under circumstances in which immediately following such transaction, a Person or group
of Persons acting in concert other than the Stockholders (as of the date hereof) collectively own a
majority in voting power of the then outstanding voting power or equity securities of the surviving
or resulting Person or acquirer, as the case may be. A sale (or multiple related sales) of one or
more Subsidiaries of the Company (whether by way of amalgamation, merger, consolidation,
reorganization or sale of all or substantially all assets or securities) which constitutes all or
substantially all of the consolidated assets of the Company will be deemed a “Change of
Control.”



          “Commission” means the United States Securities and Exchange Commission and any other
Governmental Authority at the time administering the Securities Act.



          “Common Stock” means the common stock, par value $.01 per share, of the Company.



          “Company” has the meaning set forth in the preamble hereto.



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          “Contract” means any contract (written or oral), undertaking, commitment, instrument,
arrangement, plan or other legally binding agreement or understanding, and all amendments,
modifications or supplements thereof.



          “Criminal Act” means any act resulting in a final, non-appealable (i) conviction
(including a plea of no contest) in a U.S. federal or state court of competent jurisdiction of (x)
a felony punishable by one or more years in jail or (y) any other violation of a criminal statute
involving intentional fraud, misappropriation or embezzlement or (ii) determination by a court of
competent jurisdiction that such Person has materially violated the federal or state securities
laws of the United States or any rules or regulations issued pursuant to said laws, or the rules
and regulations of any securities or commodities exchange or association.



          “DGCL” has the meaning set forth in the recitals hereto.



          “Director” means a validly appointed member of the Board.



          “Encumbrance” means any mortgage, deed of trust, pledge, security interest, lien
(including environmental and tax liens), charge, encumbrance, adverse claim, option, conditional
sale or other title retention agreement, defect in title (other than minor defects in title) or
other restriction of a similar kind, including any restriction on the voting or transfer of any
security or any restriction on the receipt of income on any asset, other than liens in favor of
carriers, warehousemen, mechanics, contractors, laborers, suppliers, operators, non-operators,
materialmen, lessors and landlords arising by operation of law or granted in the ordinary course of
business, or incurred in connection with worker’s compensation, unemployment insurance, taxes (not
at the time delinquent) or to secure surety, appeal or performance bonds.



          “Equity Investor” means each of Acon, MI and West Coast.



          “Family Group” means, with respect to any natural Person, such natural Person’s
spouse, domestic partners, sister, brother, step child and/or lineal descendants, grandparent,
father, mother (whether by blood relationship or adoption), and any other Person as to which such
natural Person is a lineal descendant (whether by blood relationship or adoption), and any trust or
other entity solely for the benefit of such Person and/or any of the foregoing.



          “Fiscal Year” means the fiscal year of the Company as set forth in the Bylaws.



          “Governmental Authority” means any domestic, foreign, international, supranational,
national, provincial, regional, federal, state, municipal or local government, any instrumentality,
subdivision, court, administrative or regulatory agency or commission or other authority thereof,
or any quasi-governmental or private body exercising any regulatory, taxing, importing or other
governmental or quasi-governmental authority.



          “Holdings Agreement” means the Amended and Restated Limited Liability Company
Operating Agreement of Milagro Holdings, dated as of November 30, 2007.



          “Indebtedness” means, with respect to any Person, such Person’s obligations for
borrowed funds, obligations for the subscription price of assets, obligations under leases or other
agreements conveying the right to use assets which would be required to be capitalized for



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financial reporting purposes in accordance with United States generally accepted accounting
principles, obligations for borrowed funds secured by any lien on any assets of such Person whether
or not such Person has assumed or become liable for payment of such obligations for borrowed funds,
such Person’s net exposure pursuant to derivatives or interest rate caps, collar or swap agreements
or other contracts or arrangements designed to protect against fluctuations in interest rates or
currency exchange rates and all guaranty obligations of such Person.




          “MI” means Milagro Investors, LLC, a Delaware limited liability company and a member
of Milagro Holdings, and its successors and Transferees of its entire interest pursuant to Section
3.05(a).



          “MI Director” has the meaning set forth in Section 2.01(a)(i).



          “Milagro Holdings” means Milagro Holdings, LLC, a Delaware limited company.



          “Non-Transferring A Stockholder” has the meaning set forth in Section 3.02.



          “Offer” has the meaning set forth in Section 3.02(b).



          “Person” means an individual, corporation, association, limited liability company,
partnership, estate, trust, unincorporated organization or a government or any agency or political
subdivision thereof.



          “Preferred Stock” means Series A Preferred Stock, par value $.01 per share, of the
Company.



          “Proposed Transfer Notice” has the meaning set forth in Section 3.02(a).



          “Public Offering” means an underwritten public offering of Registrable Securities (or
other equity securities of the Company) in which the Registrable Securities (or other equity
securities of the Company) are listed on a public stock exchange.



          “Qualified Affiliate” means an Affiliate of any Person (a) that has agreed in writing
(i) to be bound, in respect of all Securities it directly or indirectly owns, by this Agreement and
any other agreement or instrument executed and delivered pursuant to this Agreement applicable to
such Person as if such Affiliate were a party hereunder or thereunder and (ii) prior to ceasing to
be such an Affiliate, to Transfer all Securities that it directly or indirectly owns and all of its
rights and obligations hereunder to such Person; and (b) as to which such Person has agreed in
writing to be liable as a primary obligor for the obligations of such Qualified Affiliate hereunder
and any other agreement or instrument executed and delivered by such Qualified Affiliate pursuant
hereto. For the purposes of this definition only, any fund managed by Guggenheim Investment
Management, LLC shall be deemed to be an Affiliate of MI. For the purposes of this definition
only, any director, officer, partner, member, management, employee, charitable organization and
non-profit organization in each case that is a related party of West Coast or its Affiliates shall
be deemed to be an Affiliate of West Coast and any director, officer, partner, member, management,
employee, charitable organization and non-



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profit organization in each case that is a related party of Acon or its Affiliates shall be
deemed to be an Affiliate of Acon.




          “Securities” means any shares of Common Stock, Preferred Stock, other capital stock of
the Company or any securities convertible into, exchangeable for or exercisable for capital stock
of the Company.



          “Securities Act” means the Securities Act of 1933, as amended.



          “Subsidiary” means, as to any Person, (i) any corporation or other entity more than
50% of whose stock of any class or classes or other ownership interests having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation (irrespective of
whether or not at the time stock of any class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency) is at the time owned by such
Person and/or one or more Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Subsidiaries of such Person has
more than a 50% equity interest at the time.



          “Supermajority Approval” means the affirmative vote or written consent of (a) both
Acon Directors and (b) one of either the MI Director or the West Coast Director.



          “Tag-Along Notice” has the meaning set forth in Section 3.03(b).



          “Tag-Along Transfer” has the meaning set forth in Section 3.03(a).



          “Tagging Preferred Stockholder” has the meaning set forth in Section 3.03(a).



          “Transfer” means, with respect to any Securities, a transfer, sale, exchange,
assignment, pledge, hypothecation or other encumbrance or disposition, including the grant of an
option or other right, whether directly or indirectly, whether voluntarily, involuntarily or by
operation of law; and “Transferable,” “Transferred,” “Transferee” and
“Transferor” shall each have a correlative meaning.



          “Transferring Stockholder” has the meaning set forth in Section 3.02.



          “Voting Shares” means any Securities registered in its name or beneficially owned by a
Stockholder as of the date of the relevant Stockholder action that have the right to vote in the
election of directors.



          “West Coast” means West Coast Energy Partners LLC, a Delaware limited liability
company, and its successors and Transferees of its entire interest pursuant to Section 3.05(a).



          “West Coast Director” has the meaning set forth in Section 2.01(a)(i).



     Section 1.02 Other Interpretive Provisions.




     (a) The meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms.



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     (b) The words “hereof,” “herein,” “hereunder” and similar words refer to this
Agreement as a whole and not to any particular provision of this Agreement; and any
subsection, Section and Schedule references are to this Agreement unless otherwise
specified.




     (c) The term “including” is not limiting and means “including without limitation.”




     (d) The captions and headings of this Agreement are for convenience of reference
only and shall not affect the interpretation of this Agreement.



ARTICLE II



MANAGEMENT



     Section 2.01 Board of Directors.




     (a) So long as the Company is a Subsidiary of Milagro Holdings, each of the
Stockholders shall vote all Voting Shares over which it has control and take all other
necessary or desirable actions within its control, including without limitation calling
meetings, attending meetings, executing a proxy to vote at any meeting and executing written
consents, to vote for five directors for the board of directors of the Company (the
“Board”), consisting of (a) two (2) persons who shall be nominated by Acon
collectively (the “Acon Directors”), (b) one (1) person who shall be nominated by MI
(the “MI Director”) (c) one (1) person who shall be nominated by West Coast (the
“West Coast Director”) and (d) one person who shall be the Chief Executive Officer
of the Company. Each of Acon, MI and West Coast shall be entitled at any time to nominate
an alternate Director to replace and/or substitute for, each Director it nominated and each
other Stockholder shall take all necessary action to elect such replacement Director;
provided that, in the event any of Acon, MI and West Coast shall no longer have the right to
nominate a director of Milagro Holdings pursuant to Section 5.01 of the Holdings Agreement,
the number of Directors that such Stockholder, together with its Qualified Affiliates,
collectively shall have the right to nominate shall be reduced to zero. If the number of
Directors that a Stockholder has the right to designate or nominate to the Board is so
reduced pursuant to this Section 2.01(a), then the Company and the Stockholders shall take
all necessary action to immediately remove such Director or Directors, as the case may be,
and reduce the number of Directors accordingly.




     (b) For avoidance of doubt, so long as the Company is a Subsidiary of Milagro
Holdings, no Stockholder holding any shares of Preferred Stock (other than as provided in
Section 2.01(a) hereof) shall have a right to nominate a director.




     (c) As of the date hereof, the Acon Directors shall be Jonathan Ginns and Mo Bawa,
the MI Director shall be Tim Murray, and the West Coast Director shall be Adam Cohn.




     (d) Notwithstanding the applicable provisions of the Bylaws, any of the Acon
Directors, MI Director and West Coast Director or alternate(s) thereof shall be removed



6









 






and/or replaced from the Board only pursuant to the instructions of the Stockholder
nominating such Director; provided, however, that any Director may be removed by the Board
if such Director commits a Criminal Act; provided, further, that such Director shall be
replaced by another Person nominated by the Stockholder who originally nominated the
Director being replaced.




     (e) Each Stockholder having a right to appoint a Director, whether or not it has
exercised its right to designate a Director pursuant to this Section 2.01, shall have the
right to designate representatives (in addition to the Directors designated by such
Stockholder) from time to time to attend in person or by teleconference and speak at all
meetings of the Board and of the board of directors of any of the Company’s Subsidiaries
(provided that such representative shall have no right to participate in any vote of the
Board or the board of the relevant Subsidiary). The number of representatives that each
Stockholder shall have the right to appoint shall be equal to the number of Directors that
such Stockholder is entitled to designate pursuant to this Section 2.01.




     (f) The Board shall form and appoint directors to such committees as it deems
appropriate and shall delegate certain of the Board’s powers to such committees; provided
that the composition and voting arrangements of such committees shall reflect the
Stockholders’ respective representation on the Board.



     Section 2.02 Matters Requiring Unanimous Director Approval. Notwithstanding
anything to the contrary in this Agreement, without receiving the affirmative vote or unanimous
written consent of all of the Directors, the Company and its Subsidiaries shall not, and the Board
shall cause the Company and its Subsidiaries not to:




     (a) commence any proceedings for a voluntary winding-up, dissolution or liquidation
of the Company (provided, that a sale of all or substantially all of the assets of the
Company shall not be a winding-up, dissolution or liquidation of the Company for purposes of
this Section 2.02(a));




     (b) redeem any of the Preferred Stock;




     (c) enter into any transaction or series of related transactions, agreements,
arrangements or understandings between the Company or any of its Subsidiaries, on the one
hand, and the Company, any current or former director, officer, partner, employee, Affiliate
or Stockholder of the Company or any of its Subsidiaries or any Person who beneficially owns
Securities (or any of such Person’s Family Group or Affiliates), on the other hand, other
than (i) transactions expressly contemplated by this Agreement or (ii) transactions
contemplated by documentation relating to Indebtedness outstanding on the date of this
Agreement; or




     (d) enter into any line of business other than oil and gas exploration and
production in the U.S. onshore and state waters in which the Company or any of its
Subsidiaries conducts business as of the date of this Agreement.



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     Section 2.03 Matters Requiring Supermajority Approval. Notwithstanding anything
to the contrary in this Agreement, without receiving Supermajority Approval, the Company and its
Subsidiaries shall not, and the Board shall cause the Company and its Subsidiaries not to:




     (a) amend, modify or change the certificate of incorporation of the Company or the
Bylaws, or any of the constituent documents of any Subsidiary of the Company;




     (b) subject to Section 2.04(b), issue (including in any Public Offering), redeem,
purchase or otherwise acquire, retire, cancel, repay or modify or amend the terms of any
Securities, other than (i) as required by the terms of such Securities or pursuant to
agreements in effect on the date on the issuance thereof, (ii) as specified in any business
plan or operating capital budget approved in accordance with the terms hereof or (iii)
pursuant to any management or employee compensation plan approved pursuant to Section
2.04(a);




     (c) enter into any transaction or series of transactions which would result in a
Change of Control of the Company (other than pursuant to Sections 3.02, 3.03 or 3.04
hereof);




     (d) enter into or form any other oil and gas partnership or joint-venture, other
than in the ordinary course of business;




     (e) issue, incur, cancel, repay or modify or amend the terms of any Indebtedness,
other than (i) to the extent consistent with the terms of any Indebtedness in existence as
of the date of this Agreement, (ii) the incurrence of Indebtedness resulting from trade
payables or obligations pursuant to real property leases in each in case incurred in the
ordinary course of business, (iii) as specified in any business plan or operating capital
budget approved in accordance with the terms hereof and (iv) the incurrence of Indebtedness,
individually or in the aggregate, not in excess of $3 million annually;




     (f) other than as specified in any business plan or operating capital budget
approved in accordance with the terms hereof, acquire any assets which, at the time of such
acquisition have a fair market value in excess of $3 million individually or in the
aggregate annually;




     (g) other than as specified in any business plan or operating capital budget
approved in accordance with the terms hereof, transfer, sell or otherwise dispose of any of
its assets, Subsidiaries or property which, at the time of such sale or disposition, has a
fair market value in excess of $3 million individually or in the aggregate annually;




     (h) commence or settle any legal proceedings involving the Company or any of its
Subsidiaries, other than with respect to regulatory proceedings arising in the ordinary
course of business and other than settlements that would not result in the payment by the
Company or any of its Subsidiaries in excess of $1 million, individually or in the aggregate
in any twelve month period;



8









 






     (i) other than as specified in any business plan or operating capital budget
approved in accordance with the terms hereof, enter into any Contract or group of Contracts
outside the ordinary course of business that would result in the payment of in excess of $1
million per annum, individually or in the aggregate annually;




     (j) enter into, amend, modify or terminate any Contract pursuant to which the
Company or any of its Subsidiaries is prohibited from engaging in any line of business for
any period of time or with respect to any geographical location, other than confidentiality
agreements entered into in the ordinary course of business;




     (k) appoint, remove, replace, terminate any Person as an officer with respect to
the Company or any of its Subsidiaries;




     (l) appoint or change the Company’s or any of its Subsidiaries’ outside independent
auditor, or materially change (as defined by its auditors in accordance with United States
generally accepted accounting principles) the accounting policies, practices or principles
of the Company or any of its Subsidiaries;




     (m) declare dividends or distributions of any kind;




     (n) approve any hedging arrangements not in compliance with the policies for the
Company otherwise approved by the Board;




     (o) form any material Subsidiary;




     (p) approve the annual business plan or budget of the Company;




     (q) make any tax election or tax settlement except as specifically set forth in
this Agreement; or




     (r) make a determination of Available Cash.



     Section 2.04 Matters Requiring Unanimous Consent of the Equity Investors.
Notwithstanding anything to the contrary in this Agreement, without receiving the affirmative vote
or written consent of (a) both Acon Directors, (b) the MI Director and (c) the West Coast Director,
the Company and its Subsidiaries shall not, and the Board shall cause the Company and its
Subsidiaries not to:




     (a) enter into any new or modify, amend or terminate any existing management or
employee compensation, equity incentive or benefit plan;




     (b) notwithstanding Section 2.03(b) to the contrary, issue any securities of the
Company that have any rights, preferences or privileges that are senior to or on a parity
with any of the Securities (other than in connection with the initial Public Offering of the
Company, which shall be subject only to the requirements of Section 2.03(b) above); or




     (c) set apart, out of any funds of the Company available for dividends, a reserve
or reserves for any proper purpose, or modify or abolish any such reserve, as provided in
Section 8.3 of the Bylaws.



9









 





     Section 2.05 Board Action. For purposes of this Agreement, any vote, action or
consent of the Board shall be subject to and performed in accordance with Sections 2.02, 2.03 or
2.04 hereof, and such vote, action or consent shall only be effective if and to the extent taken,
performed or given in accordance with the requirements of such sections.



     Section 2.06 Officers. So long as the Company is a Subsidiary of Milagro
Holdings, the Board shall cause any and all actions necessary and permitted by the Bylaws to
maintain the officers of the Company to be the individuals who hold the same capacity in Milagro
Holdings, unless the Board determines that such officer position in the Company shall remain
vacant.




ARTICLE III



TRANSFER OF SECURITIES



     Section 3.01 Transfer Restrictions; Permitted Transfers.




     (a) Except as otherwise expressly set forth in this Agreement, no Stockholder may
at any time Transfer any shares of Preferred Stock directly or indirectly owned by it to any
Person. The following Transfers shall be permitted:




     (i) any Transfer of shares of Preferred Stock by a Stockholder to Persons
that are its Qualified Affiliates; provided, that each Qualified Affiliate of any
Stockholder to which such shares of Preferred Stock are Transferred shall, and such
Stockholder shall cause such Qualified Affiliate to, Transfer back to such
Stockholder (or to another Qualified Affiliate of such Stockholder) the Preferred
Stock it owns if such Qualified Affiliate ceases at any time to be a Qualified
Affiliate of such Stockholder;




     (ii) any Transfer of shares of Preferred Stock by a Stockholder to Persons
approved in writing by each of the other Stockholders;




     (iii) any Transfer of shares of Preferred Stock to another Stockholder or
its Qualified Affiliates; and




     (iv) any Transfer of shares of Preferred Stock permitted pursuant to
Sections 3.02, 3.03 or 3.04 hereof.




     (b) Upon any Transfer pursuant to this Article III, the Transferor shall provide
the Company and other Stockholders with written notice of such Transfer promptly thereafter.




     (c) Each Stockholder agrees that, as a condition precedent to any Transfer
permitted under this Section 3.01, each Transferee of the shares of Preferred Stock shall
have executed a Joinder Agreement pursuant to which such Transferee agrees (i) to become
party hereto and (ii) to be treated in the same manner as the Transferor for all purposes
under this Agreement.



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     (d) In the event of a purported Transfer by a Stockholder of any shares of
Preferred Stock in violation of the provisions of this Agreement, such purported Transfer
will be void and of no effect, and the Company will not give effect to such Transfer.



     Section 3.02 Right of First Offer. Any Stockholder holding any shares of
Preferred Stock may Transfer its shares of Preferred Stock to any Person; provided that other than
in connection with a Transfer in accordance with Section 3.01(a) or pursuant to or consequent upon
the exercise of rights set forth in Sections 3.03 or 3.04 hereof, upon any such proposed Transfer
of such shares of Preferred Stock by a Stockholder (any such Stockholder that is Transferring such
shares of Preferred Stock, a “Transferring Stockholder”), each non-Transferring Stockholder
holding shares of Preferred Stock (a “Non-Transferring A Stockholder”) shall have a right
of first offer over such shares of Preferred Stock, which shall be exercised in the manner set
forth in this Section 3.02.




     (a) The Transferring Stockholder shall provide the Company and each
Non-Transferring A Stockholder with a written notice (a “Proposed Transfer Notice”)
of its desire to Transfer its shares of Preferred Stock. The Proposed Transfer Notice shall
specify the number of shares of Preferred Stock such Transferring Stockholder wishes to
Transfer.




     (b) Each Non-Transferring A Stockholder shall have a period of fifteen (15) days
following the receipt of the Proposed Transfer Notice to offer irrevocably to purchase all
(but not less than all) of such shares of Preferred Stock for cash consideration (an
“Offer”) by delivering to the Transferring Stockholder a written notice stating its
desire to purchase such shares of Preferred Stock, its proposed cash purchase price for such
shares of Preferred Stock and any other material terms and conditions of its proposed
purchase.




     (c) In the event that the Transferring Stockholder elects to accept an Offer
(provided, that the Transferring Stockholder may only accept the highest Offer, and, if more
than one Offer is the same, the Transferring Stockholder must accept such Offers on a pro
rata basis), the Transferring Stockholder and the Non-Transferring A Stockholders whose
Offer is accepted shall take such action as may be necessary to enter into a definitive
agreement, which will include the terms of the Offer, within 30 days of the date of
acceptance by the Transferring Stockholder(s). The Transferring Stockholder(s) will provide
representations, warranties, covenants and indemnities in its individual capacity in
connection with such transaction, and such representations, warranties, covenants and
indemnifications shall be limited to customary fundamental representations and warranties of
(i) such Stockholder’s brokers and finders, (ii) such Stockholder’s title to its shares of
Preferred Stock, free of all liens and encumbrances (other than those arising under
applicable securities laws), (iii) such Stockholder’s authority, power and right to enter
into and consummate the transaction without violating any other material agreement or
Applicable Law, (iv) such Stockholder’s power and right to enter into and consummate the
transaction without the consent of a Governmental Authority or Person and (v) the absence of
any required consents for such Stockholder to enter into and consummate the transaction and
the absence of any registration requirements in connection therewith. The Transferring
Stockholder(s)’s liability under the definitive purchase agreement with respect to such
transaction will not exceed the



11









 






total purchase price paid by the Non-Transferring A Stockholder and received by such
Transferring Stockholder(s) in such transaction except for liability resulting from fraud or
knowing and intentional breach (it being further agreed that no such portion shall be
subject to any escrow or holdback).




     (d) Subject to Section 3.03, if no Offer is made, the Transferring Stockholder may
Transfer such shares of Preferred Stock to any Person within four (4) months following such
fifteen (15)-day period.




     (e) If the Transferring Stockholder does not accept an Offer, the Transferring
Stockholder may Transfer such shares of Preferred Stock to any Person at any time within
four (4) months following such fifteen (15)-day period in exchange for cash consideration
that is not less than the proposed purchase price and on terms and conditions no more
favorable to the purchaser than those specified in any single Offer.



     Section 3.03 Tag-Along Rights.




     (a) In the case of a proposed Transfer of all or any portion of the Preferred Stock
held by any Stockholder (other than a Transfer in accordance with Section 3.01(a)), each
other Stockholder holding Preferred Stock may exercise tag-along rights (a “Tag-Along
Transfer”) in accordance with the terms, conditions and procedures set forth herein (any
Stockholder exercising such rights, a “Tagging Preferred Stockholder”).




     (b) After complying with the provisions of Section 3.02 hereof, the Transferring
Stockholder shall promptly give notice (a “Tag-Along Notice”) to the Company and
each other Stockholder holding Preferred Stock of any Tag-Along Transfer, setting forth the
number of shares of Preferred Stock proposed to be Transferred, the name of the Transferee,
the proposed amount and form of consideration for such shares of Preferred Stock, and any
other material terms and conditions of the Tag-Along Transfer. Each other Stockholder
holding Preferred Stock shall have a period of fifteen (15) days from the date of the
Tag-Along Notice within which to elect by written notice to the Transferring Stockholder to
sell up to its pro rata portion (determined by multiplying the number of shares of Preferred
Stock proposed to be Transferred by a fraction the numerator of which is the amount of
shares of Preferred Stock held by such Tagging Preferred Stockholder and the denominator of
which is the aggregate number of shares of Preferred Stock held by the Tagging Preferred
Stockholder and the other Stockholders electing to participate in the Tag-Along Transfer) of
the shares of Preferred Stock that are subject to the underlying Transfer in connection with
such Tag-Along Transfer. Any Stockholder holding shares of Preferred Stock may exercise
such right by delivery of an irrevocable written notice to the Company and to the
Transferring Stockholder specifying the number of shares of Preferred Stock such Stockholder
desires to include in the Tag-Along Transfer. If the Transferring Stockholder is unable to
cause the Transferee to purchase all of the shares of Preferred Stock proposed to be
Transferred, then the Transferring Stockholder may (A) terminate the sale of the shares of
Preferred Stock to the transferee and terminate such Tag-Along Transfer as to all
Stockholders or (B) on behalf of all Stockholders, sell that agreed portion of each Tagging
Preferred Stockholder’s shares of Preferred Stock that is equal to the product of (x) the
total number of shares of Preferred Stock subject to the proposed



12









 






Tag-Along Transfer that the proposed Transferee is willing to purchase and (y) such
Stockholder’s pro rata portion (determined by multiplying the number of shares of Preferred
Stock proposed to be Transferred by a fraction the numerator of which is the number of
shares of Preferred Stock held by such Tagging Preferred Stockholder and the denominator of
which is the aggregate number of shares of Preferred Stock held by the Tagging Preferred
Stockholder and the other Stockholders electing to participate in the Tag-Along Transfer).
The Transferring Stockholder shall have a period of sixty (60) days following the expiration
of the fifteen (15)-day period mentioned above to sell all of the shares of Preferred Stock
agreed to be purchased by the Transferee, on the payment terms specified in the Tag-Along
Notice.




     (c) Each Tagging Preferred Stockholder shall agree (i) to make such
representations, warranties, covenants, indemnities and agreements to the transferee as made
by the Transferring Stockholder in connection with the Tag-Along Transfer (other than any
non-competition or similar agreements or covenants that would bind the Tagging Preferred
Stockholder or its Affiliates), and (ii) to substantially the same terms and conditions to
the Transfer as the Transferring Stockholder agrees. Notwithstanding the foregoing, however,
all such representations, warranties, covenants, indemnities and agreements shall be made by
each Tagging Preferred Stockholder severally and not jointly.



     Section 3.04 [Intentionally Omitted].



     Section 3.05 Rights and Obligations of Transferees and Transferors.




     (a) No Transferee (other than a Qualified Affiliate of a Stockholder) shall acquire
any of the rights set forth in Sections 2.01(a), 2.02, 2.03, 2.04, 2.05 or Article III
hereof by reason of the Transfer unless such Transferee purchases all (but not less than
all) of the shares of Preferred Stock (and for the purposes of Sections 2.01(a), 2.02, 2.03,
2.04 and 2.05, all of the transferable membership units in Milagro Holdings, in accordance
Section 7.05 of the Holdings Agreement) held by such Transferor as of the date of such
Transfer, in which case all such rights (and any other rights of the Transferor) may be
acquired by such Transferee. In the event that the Transferee (whether or not it is an
existing Stockholder as of the date hereof) acquires such rights, it will be treated for all
purposes under this Agreement as if it were the Transferor from whom such Transferee
acquired such rights. For the avoidance of doubt, any Transferee that acquires all (but not
less than all) of the Securities held by Acon, MI or West Coast, including such Transferor’s
membership interest in Milagro Holdings, such Transferee shall be entitled to appoint the
Acon Directors, West Coast Director or MI Director, as the case may be.




     (b) Any Transfer of Securities hereunder shall not release the party transferring
such Securities from any liability or obligation it may have hereunder with respect to
liabilities and obligations incurred prior to the date of such Transfer or with respect to
Securities that it continues to own after the date of such Transfer.



13









 





ARTICLE IV



BOOKS AND RECORDS



          The books of account and records of the Company shall be audited as of the end of each Fiscal
Year by the Company’s independent certified public accountants. The Company’s independent public
accountants shall be a nationally recognized independent certified public accounting firm selected
from time to time by the Board. All reports to be provided pursuant to this Article IV shall be
prepared in accordance with United States generally accepted accounting principles.




     (a) Not later than ninety (90) days after the end of each fiscal quarter (other
than the fourth quarter), the Company shall prepare or cause to be prepared, and shall mail
to each Stockholder an unaudited consolidated balance sheet and an unaudited consolidated
income statement of the Company.




     (b) Not later than one hundred and twenty (120) days after the end of each Fiscal
Year, the Company shall prepare or cause to be prepared, and shall mail to each Stockholder,
an audited report setting forth at the end of such Fiscal Year the following: a balance
sheet of the Company; an income statement of the Company; and a statement of changes in cash
flow of the Company.




     (c) The Company shall mail to each Stockholder the proposed annual budget of the
Company no later than the end of each Fiscal Year.




ARTICLE V



FREEDOM TO PURSUE OPPORTUNITIES; NON-COMPETITION



     To the fullest extent permitted by the DGCL, the Company, on behalf of itself and its
Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in
being offered an opportunity to participate in, business opportunities that are from time to time
presented to any of Acon, MI and West Coast and any of their respective officers, directors,
agents, stockholders, members, partners, Affiliates (including, with respect to Acon, Acon
Investments, LLC and its Affiliates and Subsidiaries) or Subsidiaries (other than the Company and
its Subsidiaries), even if the opportunity is one that the Company or its Subsidiaries might
reasonably be deemed to have pursued or had the ability or desire to pursue if granted the
opportunity to do so and no such Person shall be liable to the Company or any of its Subsidiaries
for breach of any fiduciary or other duty, as a Director or officer or otherwise, by reason of the
fact that such person pursues or acquires such business opportunity, directs such business
opportunity to another person or fails to present such business opportunity, or information
regarding such business opportunity, to the Company or its Subsidiaries unless, in the case of any
such Person who is a Director or officer of the Company, such business opportunity is expressly
offered to such director or officer in writing solely in his or her capacity as a director or
officer of the Company. Any Person purchasing or otherwise acquiring any direct or indirect
interest in any equity securities of the Company shall be deemed to have notice of and consent to
the provisions of this Article V.



14









 





ARTICLE VI



MISCELLANEOUS



     Section 6.01 Notices. Unless otherwise specified herein, all notices, consents,
approvals, reports, designations, requests, waivers, elections and other communications authorized
or required to be given pursuant to this Agreement shall be in writing and shall be given or made
(and shall be deemed to have been duly given or made upon receipt) by personal hand-delivery, by
facsimile transmission, by electronic mail, by mailing the same in a sealed envelope, registered
first-class mail, postage prepaid, return receipt requested, or by air courier guaranteeing
overnight delivery, sent to the Stockholder at the addresses set forth on Exhibit A (or
such other address as such Stockholder may specify by notice to the Company), and if to the
Company, sent to the address below.


if to the Company, to:



Milagro Mezz, Inc.

1301 McKinney, Suite 500

Houston, Texas 77010

Attention: James Ivey

Fax: 713-307-7071



and a copy (which shall not constitute notice) to:



Porter & Hedges, L.L.P.

1000 Main Street, Suite 3600

Houston, Texas 77002

Attention: Robert G. Reedy

Fax: 713-226-6274




     Section 6.02 Publicity and Confidentiality. Each of the parties hereto shall keep
confidential this Agreement and the transactions contemplated herein and shall not disclose, issue
any press release or otherwise make any public statement relating hereto or thereto (i) without the
prior written consent of each of the Stockholders or (ii) if such press release or statement refers
to a Stockholder, without the prior written consent of such Stockholder, in each case, unless so
required by applicable law or any governmental authority; provided that no such written consent
shall be required (and each Stockholder shall be free to release such information) for disclosures
to each Stockholder’s partners, members, advisors, employees, agents, accountants or attorneys, so
long as such persons agree to keep such information confidential on terms substantially identical
to the terms contained in this Section 6.02.



     Section 6.03 Amendments. Except as otherwise set forth in this Agreement, the
terms and provisions of this Agreement may be modified or amended at any time and from time to time
only by Stockholders holding 80% of the voting Securities; provided, that (1) no
amendment shall be made without the consent of a Stockholder if such amendment materially and
adversely affects such Stockholder’s rights in a manner that discriminates against such Stockholder
vis-à-vis other Stockholders, (2) no amendment shall be made that affects any Stockholder’s right
to



15









 




nominate any Director without the consent of such Stockholder, (3) without the consent of all
of the members of Milagro Holdings who shall then hold any Class A Membership Units or Class B
Membership Units in Milagro Holdings, no amendment shall be made to Article II, (4) no amendment
shall be made to any provisions hereof which require the consent, action or approval of a majority
or a specified percentage of the Stockholders without the consent of such majority or specified
percentage of such Stockholders, and (5) no amendment shall be made to this Section 6.03 without
the consent of all of the Stockholders. Notwithstanding the foregoing provisions of Section 6.03,
this Agreement may be amended from time to time by the Board without the consent of any of the
Stockholders (i) to cure any ambiguity or correct or supplement any provisions hereof which may be
inconsistent with any other provision hereof, or correct any printing, stenographic or clerical
errors or omissions; (ii) to admit one or more additional Stockholders, or withdraw one or more
Stockholders, in accordance with the terms of this Agreement; (iii) to amend this Agreement to
provide any necessary information regarding any Stockholder, any additional or successor
Stockholder, or any additional Stockholders; and (iv) to the extent necessary to amend Schedule B
hereto upon good faith determination of the Board. The Board shall send each Stockholder a copy of
any amendment adopted pursuant to this Section 6.03.




     Section 6.04 Governing Law; Jurisdiction. THE PARTIES HEREBY AGREE THAT THIS
AGREEMENT, AND THE RESPECTIVE RIGHTS, DUTIES AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL ALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HEREBY (i) IRREVOCABLY CONSENT AND AGREES THAT ANY LEGAL OR
EQUITABLE ACTION OR PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT
EXCLUSIVELY IN THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK;
AND (ii) BY EXECUTION AND DELIVERY OF THIS AGREEMENT, IRREVOCABLY SUBMITS TO AND ACCEPTS, WITH
RESPECT TO ANY SUCH ACTION OR PROCEEDINGS, FOR ITSELF AND IN RESPECT OF ITS PROPERTIES AND ASSETS,
FOR PURPOSES OF THIS AGREEMENT, THE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY WAIVES
ANY OBJECTION TO VENUE IN SUCH COURTS.



     Section 6.05 Absence of Other Agreements or Understandings. Except as previously
disclosed to and approved by each other Stockholder, no Stockholder has or will enter into any
“side letters,” writings, agreements or contracts with any Stockholder with respect to the
governance of the Company. 



     Section 6.06 Entire Agreement. This Agreement embodies the entire agreement and
understanding of the Stockholders and supersedes all prior agreements and understandings between
the Stockholders with respect to the subject matter hereof.



     Section 6.07 Waivers. No waiver of any breach of any of the terms of this
Agreement shall be effective unless such waiver is made expressly in writing and executed and
delivered by the party against whom such waiver is claimed. No waiver of any breach shall be
deemed to be a further or continuing waiver of such breach or a waiver of any other or subsequent
breach. Except as otherwise expressly provided herein, no failure on the part of any party to
exercise,



16









 




and no delay in exercising, any right, power or remedy hereunder, or otherwise available in
respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or
partial exercise of such right, power or remedy by such party preclude any other or further
exercise thereof, or the exercise of any other right, power or remedy.




     Section 6.08 Severability. If any provision of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



     Section 6.09 Further Assurances. In connection with this Agreement and the
transactions contemplated hereby, each Stockholder shall execute and deliver any additional
documents and instruments and perform any additional acts that the Company determines to be
necessary or appropriate to effectuate and perform the provisions of this Agreement and those
transactions.



     Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall constitute one and
the same instrument.



     Section 6.11 Third Party Beneficiaries. This Agreement does not create any
rights, claims or benefits inuring to any Person that is not a party hereto and it does not create
or establish any third party beneficiary hereto.



     Section 6.12 No Third Party Liability. This Agreement may only be enforced
against the named parties hereto. All claims or causes of action (whether in contract or tort)
that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or
performance of this Agreement (including any representation or warranty made in or in connection
with this Agreement or as an inducement to enter into this Agreement), may be made only against the
entities that are expressly identified as parties hereto; and no past, present or future director,
officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or
representative of any party hereto (including any Person negotiating or executing this Agreement on
behalf of a party hereto), unless party to this Agreement, shall have any liability or obligation
with respect to this Agreement or with respect any claim or cause of action (whether in contract or
tort) that may arise out of or relate to this Agreement, or the negotiation, execution or
performance of this Agreement (including a representation or warranty made in or in connection with
this Agreement or as an inducement to enter into this Agreement).



     Section 6.13 Specific Performance. It is hereby agreed and acknowledged that it
will be impossible to measure in money the damages that would be suffered if the parties fail to
comply with any of the obligations herein imposed on them and that, in the event of any such
failure, an aggrieved Person will be irreparably damaged and will not have an adequate remedy at
law. Any such party shall, therefore, be entitled (in addition to any other remedy to which such
party may be entitled at law or in equity) to injunctive relief, including specific performance, to
enforce such obligations, without the posting of any bond and if any action should be brought in
equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise
the defense that there is an adequate remedy at law.



17









 






     Section 6.14 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and permitted assigns. Except
as specifically provided herein, this Agreement may not be assigned by any party without the
express prior written consent of each of the Stockholders, and any attempted assignment without
such consent will be null and void.



     Section 6.15 Subsequent Acquisition of Interests. Any securities of the Company
acquired or subscribed for subsequent to the date hereof by a Stockholder shall be subject to the
terms and conditions of this Agreement.



     Section 6.16 Further Actions. Each Stockholder hereby agrees to promptly execute,
acknowledge, verify, swear to, deliver, record and file all instruments documents and certificates
that the Board is authorized to execute, acknowledge, verify, swear to, deliver, record and file on
behalf of the Stockholders pursuant to this Agreement, in each case to the extent that have been
executed in accordance with this Agreement, including, without limitation, any amendment or
modification to this Agreement adopted in accordance with the terms hereof upon presentation of
documentation to its reasonable satisfaction that such amendment or modification has been consented
to by Stockholders holding the percentage of voting Securities necessary to effect such amendment
or modification and that such amendment or modification has otherwise been adopted in accordance
with the terms of this Agreement.



[Signature Pages Follow]



18









 





     IN WITNESS HEREOF, the Stockholders have duly executed this Agreement as of the date first
above written.



	 	 	 	 	 
	 	MILAGRO HOLDINGS, INC.

 	 
	 	By:  	/s/ James Ivey
 	 
	 	 	Name:  	James Ivey 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ACON MILAGRO SECOND LIEN INVESTORS, LLC

 	 
	 	By:  	Acon Funds Investment, L.L.C., as its Manager
 	 
	 
	 	 	 
	 	By:  	/s/ Jonathan Ginns
 	 
	 	 	Name:  	Jonathan Ginns 	 
	 	 	Title:  	Manager 	 
	 
	 	AIG VANTAGE CAPITAL, L.P.

 	 
	 	By:  	AIG Vantage Capital General Partner, L.P., its general partner
 	 
	 	 	 
	 	By:  	AIG Vantage Capital, LLC, its general partner
 	 
	 	 	 
	 	By:  	PineBridge Investments LLC, its managing member
 	 
	 	 	 
	 	By:  	/s/ Jonathan Stearns
 	 
	 	 	Name:  	Jonathan Stearns 	 
	 	 	Title:  	Managing Director 	 
	 
	 	AIG PEP IV CO-INVESTMENT, L.P.

 	 
	 	By:  	AIG PEP IV Co-Investment GP, L.P., its general partner
 	 
	 	 	 
	 	By:  	AIG PEP IV Co-Investment GP, LLC, its general partner
 	 
	 	 	 
	 	By:  	PineBridge Investments LLC, its managing member
 	 
	 	 	 
	 	By:  	/s/ Jonathan Stearns
 	 
	 	 	Name:  	Jonathan Stearns 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	1888 FUND, LTD.

 	 
	 	By:  	Guggenheim Investment Management, LLC, as Collateral Manager
 	 
	 	 	 
	 	By:  	/s/ Michael Damaso
 	 
	 	 	Name:  	Michael Damaso 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	COPPER RIVER CLO LTD.

 	 
	 	By:  	Guggenheim Investment Management, LLC, as Collateral Manager
 	 
	 	 	 
	 	By:  	/s/ Michael Damaso
 	 
	 	 	Name:  	Michael Damaso 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	GREEN LANE CLO LTD.

 	 
	 	By:  	Guggenheim Investment Management, LLC, as Collateral Manager
 	 
	 	 	 
	 	By:  	/s/ Michael Damaso
 	 
	 	 	Name:  	Michael Damaso 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	NZC GUGGENHEIM MASTER FUND LIMITED

 	 
	 	By:  	Guggenheim Investment Management, LLC, as Manager
 	 
	 	 	 
	 	By:  	/s/ Michael Damaso
 	 
	 	 	Name:  	Michael Damaso 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	SANDS POINT FUNDING LTD.

 	 
	 	By:  	Guggenheim Investment Management, LLC, as Collateral Manager
 	 
	 	 	 
	 	By:  	/s/ Michael Damaso
 	 
	 	 	Name:  	Michael Damaso 	 
	 	 	Title:  	Senior Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUGGENHEIM ENERGY OPPORTUNITIES FUND, LP

 	 
	 	By:  	Guggenheim Investment Management, LLC, as Investment Manager
 	 
	 	 	 
	 	By:  	/s/ Michael Damaso
 	 
	 	 	Name:  	Michael Damaso 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	KENNECOTT FUNDING LTD.

 	 
	 	By:  	Guggenheim Investment Management, LLC, as Collateral Manager
 	 
	 	 	 
	 	By:  	/s/ Michael Damaso
 	 
	 	 	Name:  	Michael Damaso 	 
	 	 	Title:  	Senior Managing Director
	 
	 
	 	IN-FP1, LLC

 	 
	 	By:  	Guggenheim Investment Management, LLC, as Manager 
	 
	 	 	 
	 	By:  	/s/ Michael Damaso
 	 
	 	 	Name:  	Michael Damaso 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	WEST COAST ENERGY PARTNERS LLC

 	 
	 	By:  	/s/ Adam Cohn
 	 
	 	 	Name:  	Adam Cohn 	 
	 	 	Title:  	Authorized Representative 	 
	 
	 	PLAINFIELD DIRECT INC.

 	 
	 	By:  	/s/ Thomas X. Fritsch
 	 
	 	 	Name:  	Thomas X. Fritsch 	 
	 	 	Title:  	Authorized Individual 	 
	 
	 	TOURADJI DIVERSIFIED HOLDINGS, LLC

 	 
	 	By:  	/s/ Thomas S. Dwan
 	 
	 	 	Name:  	Thomas S. Dwan 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TOURADJI DIVERSIFIED HOLDINGS, LTD.

 	 
	 	By:  	/s/ Thomas S. Dwan
 	 
	 	 	Name:  	Thomas S. Dwan 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	TOURADJI GLOBAL RESOURCES HOLDINGS, LLC

 	 
	 	By:  	/s/ Thomas S. Dwan
 	 
	 	 	Name:  	Thomas S. Dwan 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	TOURADJI GLOBAL RESOURCES HOLDINGS, LTD.

 	 
	 	By:  	/s/ Thomas S. Dwan
 	 
	 	 	Name:  	Thomas S. Dwan 	 
	 	 	Title:  	Authorized Signatory