Filed by Bowne Pure Compliance







Exhibit 10.41




AMENDMENT TO SECURITIES PURCHASE AGREEMENT




This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Agreement”), is entered into July 31, 2008 by and between
Brigham Exploration Company, a Delaware corporation (the “Company”), DLJMB Funding III, Inc., a Delaware corporation
(“MB”), and DLJ ESC II, LP, a Delaware limited partnership (“ESC”) (MB and ESC are sometimes collectively referred to
as “Investors”), DLJ Merchant Banking Partners III, L.P. (the “Fund”), and the other parties listed on the signature
page hereto (collectively, with the Investors and the Fund, the “CS Entities”).



WHEREAS, the Investors and the Company entered into that certain Securities Purchase Agreement dated November 1,
2000 (the “Securities Purchase Agreement”) pursuant to which the Investors acquired one million (1,000,000) shares of
Series A Preferred Stock of the Company (“Shares”) and warrants to acquire six million, six hundred, sixty-six
thousand, six hundred sixty-seven (6,666,667) shares of Common Stock of the Company (“Warrants”);



WHEREAS, in conjunction with the acquisition of the Shares and Warrants, the Company granted the Investors the
right pursuant to Article VIII of the Securities Purchase Agreement to nominate one representative of the Investors
appointed by MB to serve as a member of the Board of Directors of the Company for so long as the Investors or their
affiliates own at least ten percent of the Shares or at least five percent of the outstanding Common Stock of the
Company;



WHEREAS, pursuant to that certain Assignment Agreement dated as of December 23, 2002, among the CS Entities and
the Company, MB assigned its right to appoint a director of the Company to the Fund;



WHEREAS, the Investors have determined that it is no longer necessary to retain this right to nominate a
representative to the Board of Directors of the Company and have agreed with the Company to relinquish that right;



NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and
intending to be legally bound hereby, the Company and the Investors hereby agree as follows:



1. Deletion of Covenant to Nominate Board Representative. In order to reflect the relinquishment by the
Fund of the Board nomination right and the Company’s corresponding covenant to nominate one representative of the
Investors to serve as a member of the Board of Directors of the Company, Article VIII, Board Representation of
the Securities Purchase Agreement is hereby deleted in its entirety effective as of the date first above written.



2. Continuing Effect. Except as amended hereby or previously amended, the Securities Purchase Agreement
shall continue in full force and effect.



3. Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, each
of which shall be deemed an original but all of which shall constitute one and the same Agreement. Each counterpart
may consist of a number of copies hereof, each signed by less than all, but together signed by all of the parties
hereto.


 


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IN WITNESS WHEREOF, the parties have executed this Agreement or caused this Agreement to be executed by their duly
authorized representatives, all as of the day and year first above written.



THE COMPANY:



BRIGHAM EXPLORATION COMPANY



By: /s/ Eugene B. Shepherd, Jr.                       

Name: Eugene B. Shepherd, Jr.

Title: Chief Financial Officer




INVESTORS:



DLJ MERCHANT BANKING PARTNERS III, L.P.



By: DLJ Merchant Banking III, Inc.,



       Its Managing General Partner



By: /s/ William Spiro                                      

Name: William Spiro

Title: Vice President




DLJ MERCHANT BANKING III, INC., as Advisory General Partner on behalf of DLJ OFFSHORE PARTNERS III, C.V.



By: /s/ William Spiro                                      

Name: William Spiro

Title: Vice President




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DLJ MERCHANT BANKING III, INC., as Advisory General Partner on behalf of DLJ OFFSHORE PARTNERS III-1, C.V. and as
attorney-in-fact for DLJMB III (Bermuda), L.P.,
as Associate General Partner of DLJ OFFSHORE PARTNERS III-1, C.V.



By: /s/ William Spiro                                        

Name: William Spiro

Title: Vice President




DLJ MERCHANT BANKING III, INC., as
Advisory General Partner on behalf of DLJ OFFSHORE PARTNERS III-2, C.V. and as
attorney-in-fact for DLJMB III (Bermuda), L.P.,
as Associate General Partner of DLJ OFFSHORE PARTNERS III-2, C.V.



By: /s/ William Spiro                                        

Name: William Spiro

Title: Vice President




DLJ MERCHANT BANKING III, INC., as General Partner of DLJ Merchant Banking III, L.P. and as attorney-in-fact for DLJ
Merchant Banking III, L.P.
as Managing Limited Partner for and on behalf of
DLJ MB PARTNERSIII GmbH & Co. KG



By: /s/ William Spiro                                      

Name: William Spiro

Title: Vice President




DLJ MB GmbH, as General Partner for and on behalf
of DLJ MB PARTNERSIII GmbH & Co. KG



By: /s/ Edward Nadel                                      

Name: Edward Nadel

Title: Director




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MILLENNIUM PARTNERS II,, INC.L.P.
By: DLJ Merchant Banking III, Inc.,



       Its Managing General Partner



By: /s/ William Spiro                                       

Name: William Spiro

Title: Vice President




MBP III PLAN INVESTORS, L.P.



By: DLJ LBO Plans Management Corporation II,



       Its General Partner



By: /s/ William Spiro                                      

Name: William Spiro

Title: Vice President




DLJ ESC II, INC.L.P.



By: DLJ LBO Plans Management Corporation,



       Its General Partner



By: /s/ William Spiro                                     

Name: William Spiro

Title: Vice President




DLJMB FUNDING III, INC.



By: /s/ William Spiro                                     

Name: William Spiro

Title: Vice President




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