exv4w4



 





Exhibit 4.4




SECURITIES PURCHASE AGREEMENT




by and among




RIATA ENERGY, INC.




d/b/a SANDRIDGE ENERGY, INC.




and




THE PURCHASERS SET FORTH ON



SCHEDULE I HERETO





 









 








Table of Contents




	 	 	 	 	 
	 
	 	ARTICLE I	 	 
	 
	 	DEFINITIONS	 	 
	 
	 	 	 	 
	Section 1.01
	 	Definitions	 	1
	 
	 	 	 	 
	 
	 	ARTICLE II	 	 
	 
	 	SALE AND PURCHASE	 	 
	 
	 	 	 	 
	Section 2.01
	 	Sale and Purchase	 	7
	Section 2.02
	 	Closing	 	7
	Section 2.03
	 	The Company’s Deliveries	 	7
	Section 2.04
	 	Purchasers’ Deliveries	 	8
	Section 2.05
	 	Independent Nature of Purchasers’ Obligations and Rights	 	8
	 
	 	 	 	 
	 
	 	ARTICLE III	 	 
	 
	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	 	 
	 
	 	 	 	 
	Section 3.01
	 	No Registration	 	9
	Section 3.02
	 	No Integration	 	9
	Section 3.03
	 	Disclosure	 	9
	Section 3.04
	 	Authorization of the Purchase Agreement	 	9
	Section 3.05
	 	Authorization of the Purchased Securities	 	9
	Section 3.06
	 	Authorization and Enforceability of Operative Documents	 	10
	Section 3.07
	 	No Material Adverse Change	 	10
	Section 3.08
	 	Independent Accountants	 	10
	Section 3.09
	 	Financial Statements	 	10
	Section 3.10
	 	Incorporation and Good Standing of the Company and its Subsidiaries	 	11
	Section 3.11
	 	Capitalization and Other Capital Stock Matters	 	11
	Section 3.12
	 	Non-Contravention of Existing Instruments; No Further Authorizations or	 	 
	 
	 	Approvals Required.	 	12
	Section 3.13
	 	No Material Actions or Proceedings	 	13
	Section 3.14
	 	All Necessary Permits, etc	 	13
	Section 3.15
	 	Title to Properties	 	13
	Section 3.16
	 	Condition of Properties	 	14
	Section 3.17
	 	Company Not an “Investment Company”	 	14
	Section 3.18
	 	Insurance	 	14
	Section 3.19
	 	No Restriction on Distributions	 	15
	Section 3.20
	 	Related Party Transactions	 	15
	Section 3.21
	 	No General Solicitation	 	15
	Section 3.22
	 	Compliance with Environmental Laws	 	15
	Section 3.23
	 	Brokers	 	16
	Section 3.24
	 	Subsidiaries	 	16
	Section 3.25
	 	Acquisition Agreement, Credit Agreement and Bridge Credit Agreement.	 	16
	Section 3.26
	 	Taxes	 	17
	Section 3.27
	 	ERISA Matters	 	17






 









 






	 	 	 	 	 
	 
	 	ARTICLE IV	 	 
	 
	 	REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER	 	 
	 
	 	 	 	 
	Section 4.01
	 	Authorization	 	17
	Section 4.02
	 	Unregistered Offering and Sale of Securities	 	18
	Section 4.03
	 	No Other Representations or Warranties	 	20
	 
	 	 	 	 
	 
	 	ARTICLE V	 	 
	 
	 	ADDITIONAL AGREEMENTS	 	 
	Section 5.01
	 	Limited Preemptive Right	 	20
	Section 5.02
	 	Tag-Along Rights	 	21
	Section 5.03
	 	Information Rights	 	22
	 
	 	ARTICLE VI	 	 
	 
	 	MISCELLANEOUS	 	 
	 
	 	 	 	 
	Section 6.01
	 	Use of Proceeds	 	23
	Section 6.02
	 	Interpretation; Severability	 	23
	Section 6.03
	 	Survival of Representations and Warranties	 	23
	Section 6.04
	 	Waivers; Remedies; Amendments	 	23
	Section 6.05
	 	Binding Effect; Assignment	 	24
	Section 6.06
	 	Non-Disclosure	 	24
	Section 6.07
	 	Communications	 	24
	Section 6.08
	 	Entire Agreement	 	25
	Section 6.09
	 	Governing Law	 	25
	Section 6.10
	 	Execution in Counterparts	 	25
	Section 6.11
	 	Finder’s Fee	 	25
	Section 6.12
	 	Fees and Expenses	 	25
	Section 6.13
	 	Exculpation Among Purchasers	 	26
	Section 6.14
	 	Waiver of Conflicts	 	26






Schedules and Exhibits




	 	 	 
	Schedule 2.01

	 	Purchasers
	 
	 	 
	Schedule 2.04

	 	Wiring Instructions
	 
	 	 
	Schedule 3.24

	 	Subsidiaries of the Company
	 
	 	 
	Exhibit A

	 	Form of Registration Rights Agreement
	 
	 	 
	Exhibit B

	 	Form of Warrant
	 
	 	 
	Exhibit C

	 	Opinion of Vinson & Elkins L.L.P.
	 
	 	 
	Exhibit D

	 	Opinion of In-House Counsel






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SECURITIES PURCHASE AGREEMENT




     This SECURITIES PURCHASE AGREEMENT, dated as of November 21, 2006 (this “Agreement”), is by
and among RIATA ENERGY, INC., a Texas corporation d/b/a SANDRIDGE ENERGY, INC. (the “Company”) and
each of the investors signatory hereto and listed for convenience on Schedule I hereto
(each a “Purchaser” and collectively, the “Purchasers”).



     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereby agree as follows:



ARTICLE I



DEFINITIONS




     Section 1.01 Definitions. As used in this Agreement, and unless the context requires
a different meaning, the following terms have the meanings specified in this Section 1.01.



     “Acquisition Agreement” means the Purchase and Sale Agreement, dated as of November 21, 2006,
by and among American Real Estate Partners, L.P., American Real Estate Holdings Limited
Partnership, AREP Oil & Gas Holdings LLC, AREP O & G Holdings LLC, NEG Oil & Gas, LLC, and the
Company providing for the acquisition by the Company of 100% of the membership or other equity
interests of NEG Oil & Gas, LLC.



     “Affiliate” means, with respect to a specified Person, any other Person, directly or
indirectly controlling, controlled by or under direct or indirect common control with such
specified Person. For purposes of this definition, “control” (including, with correlative
meanings, “controlling,” “controlled by,” and “under common control with”) means the power to
direct or cause the direction of the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise.



     “Available Remaining Taggable Shares Number” means at any time, (a) the Remaining Taggable
Shares Number, less (b)(i) a percentage determined by dividing (x) the number of Shares
beneficially owned by the applicable Company Principal and its Related Parties (but such number
shall not be greater than the number of Shares beneficially owned by the applicable Company
Principal and its Related Parties on the date hereof), by (y) such number of Shares beneficially
owned by the applicable Company Principal and its Related Parties) and his Permitted Transferees
(as defined in the Shareholders Agreement) plus the number of Shares beneficially owned by the
Purchasers, multiplied by (ii) the Remaining Taggable Shares Number.



     “Bridge Credit Agreement” means the Credit Agreement, dated as of November 21, 2006, among the
Company, each Lender from time to time party hereto and Bank of America, N.A.



     “Business Day” means any day other than a Saturday, Sunday, or a legal holiday for commercial
banks in New York, New York.



 









 





     “Closing” has the meaning specified in Section 2.02.



     “Closing Date” has the meaning specified in Section 2.02.



     “Code” means the Internal Revenue Code of 1986.



     “Commission” means the United States Securities and Exchange Commission.



     “Common Stock” means the common stock, par value $0.001 per share, of the Company.



     “Common Unit” means a purchase unit consisting of a number of shares of Common Stock purchased
as Purchased Securities and a Warrant that can be exercised by the surrender of a corresponding
number of shares of Common Stock.



     “Company” has the meaning specified in the introductory paragraph of this Agreement.



     “Company Equity Securities” means (i) Common Stock and (ii) Equity Interest Equivalents of the
Company.



     “Company Principals” means Tom Ward, N. Malone Mitchell 3rd or their respective
Affiliates; provided however, that in no event shall a “Company Principals” include the Company or
any of its Subsidiaries.



     “Confidentiality Agreements” means the confidentiality agreements executed by the Company and
any of the Purchasers or their affiliates in connection with or in contemplation of the offering of
the Purchased Securities.



     “Credit Agreement” means the Credit Agreement, dated as of November 21, 2006, among the
Company, each Lender from time to time party hereto and Bank of America, N.A., as Administrative
Agent and L/C Issuer.



     “Environmental Claims” has the meaning specified in Section 3.22.



     “Environmental Laws” has the meaning specified in Section 3.22.



     “Equity Interest” means (i) the equity ownership rights in a business entity, whether a
corporation, company, joint stock company, limited liability company, general or limited
partnership, joint venture, bank, association, trust, trust company, land trust, business trust,
sole proprietorship or other business entity or organization, and whether in the form of capital
stock, ownership unit, limited liability company interest, membership interest, limited or general
partnership interest or any other form of ownership, and (ii) also includes all Equity Interest
Equivalents.



     “Equity Interest Equivalents” means all rights, warrants, options, convertible securities
(including the Preferred Stock) or indebtedness, exchangeable securities or other instruments, or
other rights that are outstanding and exercisable for or convertible or exchangeable into, directly
or indirectly, any Shares of Common Stock; provided that the Common Units and related



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Warrants shall be treated as Equity Interest Equivalents only to the extent of Common Stock
issued on the date of this Agreement as part of a Common Unit.




     “ERISA Affiliate” means any trade or business (whether or not incorporated) under common
control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections
414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).



     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by
the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a
plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a
complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer
Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate;
provided, however, that an item described in any of items (a) through (f) shall not constitute an
ERISA Event unless it could reasonably be expected to result in a Material Adverse Effect or it
relates to an event which could reasonably be related to result in a Material Adverse Effect.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and
the rules and regulations of the Commission promulgated thereunder.



     “Existing Instrument” has the meaning set forth in Section 3.12(a).



     “GAAP” means generally accepted accounting principles in the United States in effect from time
to time.



     “Governmental Authority” means, with respect to a particular Person, the country, state,
county, city and political subdivisions in which such Person or such Person’s Property is located
or that exercises valid jurisdiction over any such Person or such Person’s Property, and any court,
agency, department, commission, board, bureau or instrumentality of any of them that exercises
valid jurisdiction over any such Person or such Person’s Property.



     “Investment Company Act” means the Investment Company Act of 1940, as amended from time to
time, and the rules and regulations of the Commission promulgated thereunder.



     “IPO” shall have the meaning set forth in the Certificate of Designation for the Preferred
Stock.



     “Law” means any federal, state, local or foreign order, writ, injunction, judgment,
settlement, award, decree, statute, law, rule or regulation or common law.



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     “Lien” means any lien, encumbrance, security interest, equity, charge or other interest in
Property securing an obligation owed to, or a claim by, a Person other than the owner of the
Property, whether such interest is based in Law or contract or other instrument, and whether such
obligation or claim is fixed or contingent, and including but not limited to the lien or security
interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or
trust receipt or a lease, consignment or bailment for security purposes. For the purpose of this
Agreement, a Person shall be deemed to be the owner of any Property that it has acquired or holds
subject to a conditional sale agreement, or leases under a financing lease or other arrangement
pursuant to which title to the Property has been retained by or vested in some other Person in
connection with a financing.



     “Material Adverse Change” has the meaning specified in Section 3.07.



     “Material Adverse Effect” has the meaning specified in Section 3.10.



     “Materials of Environmental Concern” has the meaning specified in Section 3.22.



     “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make
contributions.



     “Operative Documents” means this Agreement, the Registration Rights Agreement, the Warrant,
the Acquisition Agreement, the Credit Agreement and the Bridge Credit Agreement.



     “PBGC” means the Pension Benefit Guaranty Corporation.



     “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section
3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is
sponsored or maintained by the Company or any ERISA Affiliate or to which the Company or any ERISA
Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any time during the
immediately preceding five plan years.



     “Permits” means, with respect to the Company or any of the Subsidiaries, any licenses,
permits, variances, consents, authorizations, waivers, grants, franchises, concessions, exemptions,
orders, registrations and approvals of Governmental Authorities or other Persons necessary for the
ownership, leasing, operation, occupancy and use of its Properties and the conduct of its
businesses as currently conducted.



     “Person” means any individual, corporation, company, voluntary association, partnership, joint
venture, trust, limited liability company, unincorporated organization or government or any agency,
instrumentality or political subdivision thereof, or any other form of entity.



     “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
established by the Company or, with respect to any such plan that is subject to Section 412 of the
Code or Title IV of ERISA, any ERISA Affiliate.



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     “Preferred Stock” means the shares of Series A Convertible Preferred Stock issued by the
Company pursuant to this Agreement and the shares of Series A Convertible Preferred Stock of the
Company issued by the Company upon the exercise of the warrants issued by the Company pursuant to
this Agreement.



     “Private Placement Memorandum” means the private placement memorandum dated November 20, 2006
provided to each Purchaser.



     “Property” means any interest in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible.



     “Purchase Price” means, with respect to a particular Purchaser, the amount set forth opposite
such Purchaser’s name under the column entitled “Total Purchase Price” on Schedule 2.01 hereto.



     “Purchased Securities” means, with respect to a particular Purchaser, the number of shares of
Class A Convertible Preferred Stock or number of Common Units, as applicable, set forth opposite
such Purchaser’s name under the column entitled “Securities Purchased” on Schedule 2.01 hereto.



     “Purchaser” and “Purchasers” have the respective meanings specified in the introductory
paragraph.



     “Purchaser Common Stock” means the shares of Common Stock issued by the Company pursuant to
this Agreement and the shares of Common Stock issued upon conversion of shares of Preferred Stock,
provided that a share of Common Stock shall cease to constitute Purchaser Common Stock when such
share is resold pursuant to a registration statement effective under the Securities Act or in
compliance with Rule 144 under the Securities Act.



     “Purchaser Material Adverse Effect” means, with respect to a particular Purchaser, any
material and adverse effect on the ability of such Purchaser to meet its obligations and to
consummate the transactions under this Agreement.



     “Registration Rights Agreement” means the Resale Registration Rights Agreement by and between
the Company and the Purchasers in the form attached hereto as Exhibit A.



     “Regulation D” has the meaning specified in Section 3.21.



     “Related Parties” shall mean (i) with respect to any of Tom Ward and N. Malone Mitchell 3rd,
his wife, children and grandchildren and any entities, trusts and other Affiliates, whether or not
controlled, the sole beneficiaries or beneficial owners of which are Tom Ward or Malone, as
applicable, his children and/or grandchildren (and/or such entities, trusts or Affiliates of which
Tom Ward or N. Malone Mitchell 3rd, as applicable, his children and/or grandchildren their wives,
children and grandchildren are the sole direct or indirect beneficiaries or beneficial owners);
provided, however, that in no event shall the Company or any of its Subsidiaries be deemed to be a
“Related Party”.



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     “Remaining Taggable Shares Number” means, in connection with any proposed Sale by a Company
Party or its Related Parties, (a) the number of the Taggable Shares in such Sale, less (b) the
number of Shares, if any, sought to be sold by the Tagging Shareholder (as defined in the
Shareholders Agreement) pursuant to its exercise of its tag-along rights under Section 2.2 of the
Shareholders Agreement in connection with such Sale.



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than
events for which the 30 day notice period has been waived.



     “Representatives” of any Person means the officers, directors, employees, agents, counsel,
accountants, investment bankers and other representatives of such Person.



     “Sale” (and “Sell” shall have a correlative meaning) means, with respect to any shares, the
sale, transfer, assignment or similar disposition (excluding pledge, encumbrance or hypothecation)
of such shares in which cash, securities or other property is received as consideration.



     “Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules
and regulations of the Commission promulgated thereunder.



     “Shareholders Agreement” means the Shareholder Agreement, dated November 21, 2006, among the
Company, the Company Principals and the other parties thereto as in effect on such date.



     “Shares” means, as of any date, (i) with respect to the Company Principals and their Related
Parties, the shares of Common Stock held by such Persons as of such date, and (ii) with respect to
the Purchasers, the shares of Purchaser Common Stock held by such Purchasers and the Shares of
Purchaser Common Stock issuable upon the conversion of the shares of Preferred Stock; provided,
that with respect to any provisions of this Agreement which requires the calculation of the number
or percentage of Shares, any shares of Preferred Stock shall be deemed to be fully converted into
Common Stock.



     “Subsidiaries” means those entities listed on Schedule 3.24.



     “Taggable Percentage” means, with respect to each Purchaser, the percentage derived by
dividing the maximum number of Shares sought to be sold by such Purchaser in connection with a
proposed Sale as reflected in the Purchaser Tag-along Notice delivered to the Selling Shareholder
during the Response Period, by the aggregate of the maximum numbers of Shares sought to be sold by
all Purchaser in connection with such proposed Sale as reflected in all Purchaser Tag-along Notices
delivered to the Selling Shareholder during the Response Period.



     “Transfer” (and “Transferee” shall have a correlative meaning) means, directly or indirectly,
to Sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either
voluntarily or involuntarily, or to enter into any contract, option or other arrangement or
understanding with respect to the Sale, transfer, assignment, pledge, encumbrance, hypothecation or
similar disposition of, any Shares beneficially owned by a Person or any interest in any Shares
beneficially owned by a Person



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     “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in
accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the
Code for the applicable plan year.



     “Warrant” means a Preferred Stock Purchase Warrant entitling the holder to surrender the
number of shares of Common Stock purchased as Purchased Securities in exchange for shares of
Preferred Stock, on the terms and conditions set forth therein, in the form attached hereto as
Exhibit B.



ARTICLE II



SALE AND PURCHASE




     Section 2.01 Sale and Purchase. Upon the terms hereof, the Company hereby issues and
sells to each Purchaser, and each Purchaser, severally and not jointly hereby purchases from the
Company, the Purchased Securities for the Purchase Price set forth opposite such Purchaser’s name
under the column entitled “Purchase Price” on Schedule 2.01 hereto.



     Section 2.02 Closing. Upon the terms hereof, the consummation of the sale and
purchase of the Purchased Securities hereunder (the “Closing”) shall take place on the date of this
Agreement (the “Closing Date”), at the offices of Vinson & Elkins L.L.P., 1001 Fannin, Suite 2500,
Houston, Texas 77002.



     Section 2.03 The Company’s Deliveries. At the Closing, the Company will deliver, or
cause to be delivered, to each Purchaser, as applicable:




     (a) A certificate or certificates or other instruments representing the Purchased
Securities of such Purchaser;




     (b) A cross-receipt executed by the Company certifying that it has received a wire
transfer as of the Closing Date in an amount equal to the Purchase Price of such Purchaser;




     (c) An Opinion of Vinson & Elkins L.L.P., as counsel to the Company, addressed to each
Purchaser in the form attached hereto as Exhibit C;




     (d) An Opinion of Matthew McCann, as in-house counsel to the Company, addressed to each
Purchaser in the form attached hereto as Exhibit D;




     (e) A copy of the Registration Rights Agreement, dated as of the Closing Date and
executed by the Company;




     (f) A certificate of Secretary of the Company, dated the Closing Date, in form and
substance reasonably satisfactory to the Purchasers, certifying as to (i) the amended and
restated articles of incorporation of the Company, including the Certificate of Designation
relating to the Preferred Stock; (ii) the by-laws of the Company; (iii) the resolutions of
the board of directors of the Company authorizing the execution and performance of this
Agreement, the Registration Rights Agreement and the Warrant and



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the Certificate of Designation relating to the Preferred Stock; and (iv) incumbency and
signatures of the officers of the Company executing this Agreement, the Registration Rights
Agreement and the Warrant and the Certificate of Designation relating to the Preferred Stock
and this certificate.




     (g) A certificate of the Chief Executive Officer and Chief Financial Officer, dated as
of the Closing Date, in form and substance reasonably satisfactory to the Purchasers,
certifying to such matters as reasonably requested by the Purchasers.



     Section 2.04 Purchasers’ Deliveries. At the Closing, each Purchaser will deliver, or
cause to be delivered, to the Company:




     (a) Payment to the Company of the Purchase Price of such Purchaser by wire transfer of
immediately available funds to the account designated by the Company on Schedule 2.04;




     (b) A cross-receipt executed by such Purchaser and delivered to the Company certifying
that it has received the Purchased Securities of such Purchaser as of the Closing Date, as
evidenced by the certificate and/or instruments referenced in Section 2.03(a); and




     (c) A copy of the Registration Rights Agreement, dated as of the Closing Date and
executed by such Purchaser.



     Section 2.05 Independent Nature of Purchasers’ Obligations and Rights. The
obligations of each Purchaser under this Agreement are several and not joint with the obligations
of the other Purchasers, and no Purchaser shall be responsible in any way for the performance of
the obligations of any other Purchaser under this Agreement. The representations and warranties of
each Purchaser under this Agreement are several and not joint with the representations and
warranties of the other Purchasers, and no Purchaser shall be deemed to have made any
representations and warranties with respect to any other Purchasers under this Agreement. Nothing
contained herein, and no action taken by any Purchaser pursuant hereto, shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by this Agreement. Each
Purchaser shall be entitled to independently protect and enforce its rights, including without
limitation, the rights arising out of this Agreement, and it shall not be necessary for the other
Purchasers to be joined as additional parties in any proceeding for such purpose. Notwithstanding
the foregoing, each Purchaser’s obligation to purchase its Purchased Securities is conditioned on
the contemporaneous closing of the purchase of Purchased Securities by the other Purchasers and,
if, for any reason, any Purchaser shall refuse to enter into this Agreement or shall fail to
consummate its obligations hereunder, all obligations of the other Purchasers hereunder shall be
null and void.



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ARTICLE III



REPRESENTATIONS AND WARRANTIES OF THE COMPANY




     The Company represents and warrants to the Purchasers:



     Section 3.01 No Registration. Assuming the accuracy of the representations and
warranties of the Purchasers contained in Section 4.02, it is not necessary, in connection with the
issuance and sale of the Purchased Securities to the Purchasers in the manner contemplated by this
Agreement or in connection with the issuance of Preferred Stock upon exercise of any Warrant or the
issuance of Common Stock upon conversion of the Preferred Stock pursuant to its terms, to register
the Purchased Securities (or any such Common Stock) under the Securities Act or any other
securities Laws.



     Section 3.02 No Integration. None of the Company or any of its Subsidiaries has,
directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise
negotiated in respect of, any “security” (as defined in the Securities Act) that is or will be
integrated with the sale of the Purchased Securities in a manner that would require registration
under the Securities Act of the Purchased Securities.



     Section 3.03 Disclosure. The Private Placement Memorandum and other information
provided by the Company to the Purchasers for the purpose of deciding whether to acquire the
Purchased Securities (other than the Company’s financial and other projections describing its
proposed business), as of the date of such information and the date hereof, when read together did
not contain any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The financial and other projections prepared by management were prepared in good
faith; however, the Company does not warrant that it will achieve such projections nor has it
assumed any obligation to update such projections.



     Section 3.04 Authorization of the Purchase Agreement. Each Operative Document has
been duly authorized, executed and delivered by the Company and constitutes the valid and binding
agreement of the Company, enforceable against the Company in accordance with its terms except as
the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws relating to or affecting the rights and remedies
of creditors or by general equitable principles and except as to rights to indemnification
thereunder may be limited by applicable Law.



     Section 3.05 Authorization of the Purchased Securities. The Purchased Securities have
been duly authorized for issuance and sale by the Company and pursuant to this Agreement and, when
issued and delivered by the Company to the Purchasers pursuant to this Agreement on the Closing
Date, the Preferred Stock and the Common Stock constituting Purchased Securities will be validly
issued, fully paid and non-assessable, and the issuance of the Purchased Securities will not be
subject to any preemptive or similar rights. The shares of Common Stock or Preferred Stock issuable
upon conversion or exchange of Purchased Securities have been duly authorized for issuance by the
Company and, when issued and delivered by the Company, will be validly issued, fully paid and
non-assessable, and such shares will not be subject to any preemptive or similar rights.



9









 





     Section 3.06 Authorization and Enforceability of Operative Documents. Each of the
Operative Documents has been duly authorized by the Company and, when executed and delivered by the
Company, will be a valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms except as the enforcement thereof may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or
affecting the rights and remedies of creditors or by general equitable principles and except as to
rights to indemnification thereunder may be limited by applicable Law. The Company is in
compliance with the terms of the Credit Agreement and Bridge Credit Agreement, and each
representation and warranty contained in the Credit Agreement or the Bridge Credit Agreement is
true and correct.



     Section 3.07 No Material Adverse Change. Except as otherwise disclosed in the Private
Placement Memorandum, subsequent to the respective dates as of which information is given in the
Private Placement Memorandum: (i) there has been no material adverse change, effect or event or
development that could reasonably be expected to result in a material adverse change, in the
condition, financial or otherwise, or in the earnings, business, properties, assets or results of
operations (other than as a result of developments affecting the oil and gas industry generally
that do not have a disproportionate effect on the Company and its Subsidiaries), whether or not
arising from transactions in the ordinary course of business, of the Company and its Subsidiaries,
taken as a whole (a “Material Adverse Change”); (ii) the Company and its Subsidiaries, considered
as one entity, have not incurred any material liability or obligation, indirect, direct or
contingent, nor entered into any material transaction or agreement; and (iii) there has been no
cash dividend or distribution of any kind declared, paid or made by the Company or, except for
dividends paid to the Company or any wholly-owned Subsidiary of the Company, any of its
Subsidiaries on any class of capital stock or other security or repurchase or redemption by the
Company or any of its Subsidiaries of any class of capital stock or other security.



     Section 3.08 Independent Accountants. PricewaterhouseCoopers LLP and Grant Thornton
LLP, who have expressed their opinion with respect to the financial statements (which term as used
in this Agreement includes the related notes thereto) and supporting schedules included in the
Private Placement Memorandum, are independent registered public accountants with respect to the
Company as required by the Securities Act and the Exchange Act and the applicable published rules
and regulations thereunder.



     Section 3.09 Financial Statements. The financial statements of the Company included
in Private Placement Memorandum present fairly the consolidated financial position of the Company
and its consolidated Subsidiaries as of and at the dates indicated and present fairly the results
of operations and cash flow of the Company and its consolidated subsidiaries of and at the dates
indicated. The financial statements of NEG Oil & Gas, LLC included in the Private Placement
Memorandum present fairly the consolidated financial position of NEG Oil & Gas, LLC and its
consolidated subsidiaries as of and at the dates indicated and present fairly the results of
operations and cash flow of NEG Oil & Gas, LLC and its consolidated subsidiaries of and at the
dates indicated. Such financial statements of the Company and NEG Oil & Gas, LLC comply as to form
with the applicable accounting requirements of Regulation S-X and have been prepared in conformity
with GAAP applied on a consistent basis throughout the periods involved, except as may be expressly
stated in the related notes thereto. The financial data set



10









 




forth in the Private Placement Memorandum under the captions “Summary—Summary SandRidge
Consolidated Historical Financial Data”, “Summary— Summary NEG Oil & Gas Consolidated Historical
Financial Data”, “Capitalization”, “SandRidge Energy Selected Historical Financial Data” and “NEG
Selected Historical Financial Data” fairly present the information set forth therein on a basis
consistent with that of the audited financial statements contained in the Private Placement
Memorandum. The pro forma condensed consolidated financial statements of the Company and its
subsidiaries and the related notes thereto and the other pro forma financial data included in the
Private Placement Memorandum have been prepared in accordance with the Commission’s rules and
guidelines with respect to pro forma financial statements and have been properly presented on the
basis described therein, and the assumptions used in the preparation thereof are reasonable and the
adjustments used therein are appropriate to give effect to the transactions and circumstances
referred to therein.




     Section 3.10 Incorporation and Good Standing of the Company and its Subsidiaries.
Each of the Company and its Subsidiaries has been duly incorporated or otherwise formed and is
validly existing and in good standing under the laws of the jurisdiction of its incorporation or
formation, as the case may be, and has power and authority (corporate or otherwise) to own or
lease, as the case may be, and operate its properties and to conduct its business as presently
conducted and, in the case of the Company, to enter into and perform its obligations under each
Operative Document. Each of the Company and each Subsidiary is duly qualified to transact business
and is in good standing in each jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of business, except for such
jurisdictions where the failure to so qualify or to be in good standing would not, individually or
in the aggregate, result or reasonably be expected to result in a material adverse effect on the
condition, financial or otherwise, or on the earnings, business, properties, assets or results of
operations, whether or not arising from transactions in the ordinary course of business, of the
Company and its Subsidiaries, taken as a whole (a “Material Adverse Effect”). All of the issued
and outstanding shares of capital stock, or similar equity interest, of each Subsidiary have been
duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company,
directly or through Subsidiaries, free and clear of any Lien, except that the Company’s revolving
credit facility is secured by a negative pledge on any of the Company’s non-mortgage properties.



     Section 3.11 Capitalization and Other Capital Stock Matters. The authorized capital
of the Company consists of: (i) 50,000,000 shares of preferred stock, par value of $0.001 per
share, of which 2,625,000 shares are designated as Preferred Stock, 2,136,669 of which will be
issued as of the date hereof pursuant to this Agreement, and (ii) 400,000,000 shares of Common
Stock, 91,703,134 of which will be issued and outstanding as of the date hereof after giving effect
to the issuance of Common Units pursuant to this Agreement and the issuance of 12,842,000 shares
of Common Stock pursuant to the Acquisition Agreement. Except for an aggregate of 7,074,252 shares
of Common Stock issuable upon exercise of outstanding stock options or warrants, shares of
Preferred Stock issuable upon the exchange of the Common Units issued hereunder and the shares of
Common Stock issuable upon conversion of the Company such shares of Preferred Stock and the shares
of Preferred Stock issued hereunder, the Company has not issued any other options, warrants, script
rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities, rights or obligations convertible into or exercisable or exchangeable for, or entered
into any agreement giving any Person any right to subscribe for or acquire, any shares



11









 




of its capital stock or other security. Except for pursuant to the terms of the Purchased
Securities and other customary adjustments as a result of stock dividends, stock splits,
combinations of shares, reorganizations, recapitalizations, reclassifications or other similar
events, there are no anti-dilution or price adjustment provisions contained in any security issued
by the Company (or in any agreement providing rights to security holders), and the issuance and
sale of the shares of Preferred Stock and Common Units hereunder and the conversion and exchange
thereof will not obligate the Company to issue shares of Common Stock or other securities to any
Person or result in a right of any holder of securities to adjust the exercise, conversion,
exchange or reset price under such securities. All of the issued and outstanding shares of Common
Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been
issued in compliance with federal and state securities laws. None of the outstanding shares of
Common Stock were issued in violation of any preemptive rights, rights of first refusal or other
similar rights to subscribe for or purchase securities of the Company. There are no authorized or
outstanding options, warrants, preemptive rights, rights of first refusal or other rights to
purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any
capital stock of the Company or any of its Subsidiaries other than those described in the Private
Placement Memorandum. The description of the Company’s stock option, stock bonus and other stock
plans or arrangements, and the options or other rights granted thereunder, set forth in the Private
Placement Memorandum accurately presents and summarizes such plans, arrangements, options and
rights.




          Section 3.12 Non-Contravention of Existing Instruments; No Further Authorizations or
Approvals Required.



          (a) Neither the execution nor the delivery of any Operative Document by the Company or any of
its Subsidiaries, nor the performance of its obligations thereunder, (i) will result in a violation
or breach of its charter or bylaws (or other applicable organizational document), (ii) with or
without the giving of notice or the passage of time, or both, violate, or be in conflict with,
breach of, or constitute a default under, or cause or permit the termination or the acceleration of
the maturity of, any material indenture, mortgage, loan or credit agreement, note, contract,
franchise, lease or other instrument to which the Company or any of its Subsidiaries is a party or
by which it or any of them may be bound, or to which any of the property or assets of the Company
or any of its Subsidiaries is subject (each, an “Existing Instrument”), (iii) require notice to or
the consent of any party to any agreement or commitment, including, without limitation, any lease
or license to which the Company is a party, or by which it or its properties is bound or subject
other than those notices or consents that have been given or received; (iv) result in the creation
or imposition of any security interest, lien, or other encumbrance upon any property or assets of
the Company under any agreement or commitment to which it is a party, or by which it or its
properties is bound or subject; or (v) violate or breach any material statute or Law or any
judgment, decree, order, regulation or rule of any court or Governmental Authority to which the
Company, its Subsidiaries or their properties is bound or subject.




          (b) The Company’s execution, delivery and performance of the Operative Documents and
consummation of the transactions contemplated thereby and by the Private Placement Memorandum (i)
have been duly authorized by all necessary corporate action and will not result in any violation of
the charter or bylaws (or other applicable organizational document) of the Company or any
Subsidiary, (ii) will not conflict with or constitute a breach of, or default




12









 







under, or result in the termination (or a right of termination) under, the acceleration of any
obligations under or the creation or imposition of any Lien upon any property or assets of the
Company or any of its Subsidiaries pursuant to, or require the consent of any other party to, any
Existing Instrument or contract or other agreement or instrument to which the Company or any of its
Subsidiaries is a party and (iii) will not result in any violation of any material Law, regulation,
judgment, order or decree applicable to the Company or any of its Subsidiaries of any Governmental
Authority having jurisdiction over the Company or any of its Subsidiaries or any of its or their
properties.




          (c) No consent, approval, authorization or other order of, or registration or filing with, any
court or other Governmental Authority or agency is required for the Company’s execution, delivery
and performance of the Operative Documents and consummation of the transactions contemplated
thereby and by the Private Placement Memorandum and by this Agreement, except (i) with respect to
the transactions contemplated by the Registration Rights Agreement, as may be required under the
Securities Act and the rules and regulations promulgated thereunder and (ii) such as have been
obtained or made by the Company and are in full force and effect under the Securities Act,
applicable state securities or blue sky laws.




     Section 3.13 No Material Actions or Proceedings. Except as otherwise disclosed in the
Private Placement Memorandum, there are no legal or governmental actions, suits, hearings or
investigations or proceedings pending or, to the Company’s knowledge, threatened (i) against or
affecting the Company or any of its Subsidiaries, (ii) which has as the subject thereof any officer
or director of, or property owned or leased by, the Company or any of its Subsidiaries or (iii)
relating to environmental or discrimination matters, where in any such case (A) it is reasonable
likely that such action, suit or proceeding would be determined adversely to the Company or such
subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would
reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of
the transactions contemplated by this Agreement.



     Section 3.14 All Necessary Permits, etc. The Company and each Subsidiary possess such
valid and current licenses, certificates, authorizations or permits issued by the appropriate
local, state, federal or foreign regulatory agencies or Governmental Authority necessary to conduct
their respective businesses except where the failure to do so would not reasonably be expected to
have a Material Adverse Effect, and neither the Company nor any Subsidiary has received any notice
of revocation or modification of, non-compliance with or proceedings relating to the revocation or
modification of, or non-compliance with, any such certificate, authorization or permit which,
singly or in the aggregate, and in the case of a notice or proceedings, if the subject of an
unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse
Effect.



     Section 3.15 Title to Properties. Each of the Company and its Subsidiaries has (i)
generally satisfactory title to its oil and gas properties, title investigations having been
carried out by the Company or its Subsidiaries in accordance with the practice in the oil and gas
industry in the areas in which the Company and its Subsidiaries operate, (ii) good and marketable
title to all other real property owned by it (including pipeline and other easement rights) to the
extent necessary to carry on its business, and (iii) good and marketable title to all personal
property owned by it, in each case free and clear of all Liens and defects except such as are
described in



13









 




the Private Placement Memorandum or such as do not materially affect the value of the such
properties of the Company and its Subsidiaries, taken as a whole, and do not interfere with the use
made and proposed to be made of such properties, by the Company and its Subsidiaries, taken as a
whole; and all of the easements, leases and subleases material to the business of the Company and
its Subsidiaries, considered as one enterprise, and under which the Company or any of its
Subsidiaries holds or uses properties described in the Private Placement Memorandum, are in full
force and effect, and neither the Company nor any of its Subsidiaries has any notice of any claim
that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any
of the easements, leases or subleases mentioned above, or affecting or questioning the rights of
the Company or any Subsidiary thereof to the continued possession or use of the easement or leased
or subleased premises that would reasonably be expected to have a Material Adverse Effect.




     Section 3.16 Condition of Properties. Except as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the Company, the plants,
buildings, structures and equipment owned by the Company and its Subsidiaries are in good operating
condition and repair and have been reasonably maintained consistent with standards generally
followed in the industry in which the Company and its Subsidiaries operates (giving due account to
the age and length of use of same, ordinary wear and tear excepted), are adequate and suitable for
their present uses and, in the case of plants, buildings and other structures, are structurally
sound.



     Section 3.17 Company Not an “Investment Company”. The Company is not, and, after
receipt of payment for the Purchased Securities and application of the proceeds as described under
“Use of Proceeds” in the Private Placement Memorandum will not be, required to register as an
“investment company” within the meaning of the Investment Company Act and will conduct its business
in a manner so that it will not become subject to the Investment Company Act.



     Section 3.18 Insurance. Each of the Company and its Subsidiaries are insured by
recognized and, to the knowledge of the Company, financially sound and reputable institutions with
policies in such amounts and with such deductibles and covering such risks as are generally deemed
adequate and customary for their businesses including, but not limited to, policies covering real
and personal property owned or leased by the Company and its Subsidiaries against theft, damage,
destruction, acts of terrorism or vandalism and earthquakes. All policies of insurance and
fidelity or surety bonds insuring the Company or any of its Subsidiaries or their respective
businesses, assets, employees, officers and directors are in full force and effect; the Company and
its Subsidiaries are in compliance, in all material respects, with the terms of such policies and
instruments; and there are no material claims by the Company or any of its Subsidiaries under any
such policy or instrument as to which any insurance company is denying liability or defending under
a reservation of rights clause; and neither the Company nor any such Subsidiary has, in the past
three years, been refused any insurance coverage sought or applied for. The Company has no reason
to believe that it or any Subsidiary will not be able (i) to renew its existing insurance coverage
as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as
may be necessary or appropriate to conduct its business as now conducted and at a cost that would
not have a Material Adverse Effect.



14









 





     Section 3.19 No Restriction on Distributions. No Subsidiary of the Company is
currently prohibited, directly or indirectly, from paying any dividends to the Company, from making
any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans
or advances to such subsidiary from the Company or from transferring any of such Subsidiary’s
property or assets to the Company or any other subsidiary of the Company, except as described in or
contemplated by the Private Placement Memorandum.



     Section 3.20 Related Party Transactions. There are no business relationships or
related-party transactions involving the Company or any Subsidiary or any other person, which would
be required to be disclosed pursuant to Item 404 of Regulation S-K under the Securities Act and are
not disclosed and described in Private Placement Memorandum.



     Section 3.21 No General Solicitation. None of the Company or any of its affiliates
(as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)), has,
directly or through an agent, engaged in any form of general solicitation or general advertising in
connection with the offering of the Purchased Securities (as those terms are used in Regulation D)
under the Securities Act or in any manner involving a public offering within the meaning of Section
4(2) of the Securities Act; the Company has not entered into any contractual arrangement with
respect to the distribution of the Purchased Securities except for this Agreement, and the Company
will not enter into any such arrangement except for the Registration Rights Agreement and as may be
contemplated thereby.



     Section 3.22 Compliance with Environmental Laws. Except as otherwise disclosed in the
Private Placement Memorandum (i) neither the Company nor any of its Subsidiaries is in violation
of Law, order, permit or other requirement relating to pollution or protection of human health or
the environment (including, without limitation, ambient air, surface water, groundwater, land
surface or subsurface strata) or wildlife, including without limitation, laws and regulations
relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products
(collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of
Environmental Concern (collectively, “Environmental Laws”), which violation includes, but is not
limited to, noncompliance with any permits or other governmental authorizations required for the
operation of the business of the Company or its Subsidiaries under applicable Environmental Laws,
or noncompliance with the terms and conditions thereof, nor has the Company or any of its
Subsidiaries received any written communication, whether from a governmental authority, citizens
group, employee or otherwise, that alleges that the Company or any of its Subsidiaries is in
violation of any Environmental Law, except, in each case, as would not, individually or in the
aggregate, have a Material Adverse Effect; (ii) there is no claim, action or cause of action filed
with a court or Governmental Authority, no investigation with respect to which the Company has
received written notice, and no written notice by any person or entity alleging potential liability
for investigatory costs, cleanup costs, governmental responses costs, natural resources damages,
property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or
resulting from the presence, or release into the environment, of any Material of Environmental
Concern at any location owned, leased or operated by the Company or any of its Subsidiaries, now or
in the past (collectively, “Environmental Claims”), pending or, to the Company’s



15









 




knowledge, threatened against the Company or any of its Subsidiaries or any person or entity
whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or
assumed either contractually or by operation of law, except as would not, individually or in the
aggregate, have a Material Adverse Effect; (iii) to the Company’s knowledge, there are no past,
present or anticipated future actions, activities, circumstances, conditions, events or incidents,
including, without limitation, the release, emission, discharge, presence or disposal of any
Material of Environmental Concern, that reasonably could result in a violation of any Environmental
Law, require expenditures to be incurred pursuant to Environmental Law, except as would not,
individually or in the aggregate, have a Material Adverse Effect; and (iv) neither the Company nor
any of its Subsidiaries is subject to any pending or, to the Company’s knowledge, threatened
proceeding under Environmental Law to which a governmental authority is a party and which is
reasonably likely to result in monetary sanctions of $100,000 or more.




     Section 3.23 Brokers. Except as otherwise disclosed in the Private Placement
Memorandum, there is no broker, finder or other party that is entitled to receive from the Company
any brokerage or finder’s fee or other fee or commission as a result of any transactions
contemplated by this Agreement.



     Section 3.24 Subsidiaries. The Subsidiaries listed on Schedule 3.24 attached hereto
are the only “significant subsidiaries” of the Company as defined by Rule 405 under the Securities
Act.



     Section 3.25 Acquisition Agreement, Credit Agreement and Bridge Credit Agreement.



          (a) The Company has provided to the Purchasers a true and complete copy of the Acquisition
Agreement and all agreements and documents ancillary thereto. The Acquisition Agreement and each
of the agreements and documents ancillary thereto is valid and binding and in full force and
effect. There have been no amendments to the terms of the Acquisition Agreement or any of the
agreements and documents ancillary thereto other than those provided to the Purchasers prior to the
date of this Agreement. Simultaneously with the Closing the Company is consummating the
transactions contemplated by the Acquisition Agreement, and acquiring 100% of the membership or
other equity interests of NEG Oil & Gas, LLC, pursuant to the terms and conditions of the
Acquisition Agreement and the agreements and documents ancillary thereto, with the waiver by the
Company of any of the terms or conditions thereof (other than waivers that, in the aggregate are
immaterial).




          (b) The Company has provided to the Purchasers true and complete copies of the Credit
Agreement and the Bridge Credit Agreement and all agreements and documents ancillary thereto. Each
of the Credit Agreement and the Bridge Credit Agreement and each of the agreements and documents
ancillary thereto is valid and binding and in full force and effect. There have been no amendments
to the terms of the Credit Agreement and the Bridge Credit Agreement or any of the agreements and
documents ancillary thereto other than those provided to the Purchasers prior to the date of this
Agreement. Simultaneously with the Closing, the Company is borrowing not more than $150 million
under the Credit Agreement and not more than $850 under the Bridge Credit Agreement.




16









 








     Section 3.26 Taxes. The Company and its Subsidiaries have filed all Federal, state
and other material tax returns and reports required to be filed, and have paid all Federal, state
and other material taxes, assessments, fees and other governmental charges levied or imposed upon
them or their properties, income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed tax assessment against
the Company or any Subsidiary that would, if made, have a Material Adverse Effect.



     Section 3.27 ERISA Matters.



          (a) Each Plan is in compliance with the applicable provisions of ERISA, the Code and other
Federal or state Laws except for such events of noncompliance which could not, in the aggregate,
reasonably be expected to result in a Material Adverse Effect.




          (b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions
or lawsuits, or action by any Governmental Authority, with respect to any Plan that could
reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction
or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect.




          (c) With respect to each Plan, (i) no ERISA Event has occurred or is reasonably expected to
occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Company nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA
with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of
ERISA); (iv) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice under Section 4219
of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a
Multiemployer Plan; and (v) neither the Company nor any ERISA Affiliate has engaged in a
transaction that could be subject to Section 4069 or 4212(c) of ERISA; in each case, which could
not reasonably be expected to result in a Material Adverse Effect.




ARTICLE IV



REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER




     Each Purchaser, severally and not jointly, represents and warrants to the Company, as to
itself only, that:



     Section 4.01 Authorization. Each Purchaser has full power and authority to enter into
this Agreement. This Agreement, when executed and delivered by such Purchaser, will constitute
valid and legally binding obligation of such Purchaser, enforceable in accordance with their
respective terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement
of creditors’ rights generally, and as limited by laws relating to the availability of a specific
performance, injunctive relief, or other equitable remedies.



17









 





     Section 4.02 Unregistered Offering and Sale of Securities.



          (a) Investment. The Purchased Securities are being acquired for such Purchaser’s own
account and with no intention of distributing the Purchased Securities or any part thereof other
than in accordance with the Securities Act and other applicable securities and blue sky laws, and
such Purchaser has no present intention of selling or granting any participation in or otherwise
distributing the same in any transaction in violation of the Securities Act or the securities or
blue sky laws of any other jurisdiction. If such Purchaser should in the future decide to dispose
of any of the Purchased Securities, such Purchaser understands and hereby agrees that it may do so
only in compliance with the Securities Act and applicable securities and blue sky laws of any other
jurisdiction, as then in effect, which may include a sale contemplated by any registration
statement pursuant to which the Purchased Securities are then being offered.




          (b) Such Purchaser understands that (i) the Purchased Securities (A) have not been registered
under the Securities Act or any state securities Laws, (B) will be issued in reliance upon an
exemption from the registration and prospectus delivery requirements of the Securities Act pursuant
to Regulation D thereof and (C) will be issued in reliance upon exemptions from the registration
and prospectus delivery requirements of state securities laws which relate to private offerings,
and (ii) the Purchaser must therefore bear the economic risk of such investment indefinitely unless
a subsequent disposition thereof is registered or exempted under the Securities Act and applicable
state securities laws or is exempt therefrom.




          (c) Nature of Purchasers. Such Purchaser represents and warrants to the Company that
it is one of the following as indicated on such Purchaser’s signature page hereto:





               (i) (A) an “accredited investor” as defined in Rule 501(a) promulgated under the
Securities Act and a “qualified institutional buyer” as defined in Rule 144A promulgated by
the Commission pursuant to the Securities Act and (B) by reason of its business and
financial experience it has such knowledge, sophistication and experience in making similar
investments and in business and financial matters generally so as to be capable of
evaluating the merits and risks of the prospective investment in the Purchased Securities,
is able to bear the economic risk of such investment and, at the present time, would be able
to afford a complete loss of such investment;




               (ii) (A) not a U.S. Person (as defined in Regulation S under the Securities Act, which
definition includes, but is not limited to, an individual resident in the United States, an
estate or trust of which any executor or administrator or trustee, respectively, is a U.S.
Person and any partnership or corporation organized or incorporated under the laws of the
United States) and is not purchasing the Purchased Securities on behalf of, or for the
account or benefit of, a person in the United States or a U.S. Person; (B) the Purchased
Securities have not been offered to such Purchaser in the United States, and the individuals
making the order to purchase the Purchased Securities and executing and delivering this
Agreement on behalf of such Purchaser were not in the United States when the order was
placed and this Agreement was executed and delivered; (C) it undertakes and agrees that it
will not offer, sell or otherwise transfer the Purchased Securities except: (1) to the
Company, (2) outside the United States in accordance with



18









 






Rule 903 or 904 of Regulation S under the Securities Act, and in compliance with
applicable local laws and regulations, (3) inside or outside the United States after one
year pursuant to the exemption from registration under the Securities Act provided by Rule
144 thereunder, (4) to a person it reasonably believes is a “qualified institutional buyer”
(as defined in Rule 144A under the Securities Act) purchasing for its own account or for the
account of a qualified institutional buyer in a transaction meeting the requirements of Rule
144A, (5) inside the United States, in any other transaction exempt from registration under
the Securities Act and, in any event, in compliance with any applicable state securities
laws of the United States, provided that prior to any transfer pursuant to this clause (5),
the Company may require a legal opinion reasonably satisfactory to the Company that such
transfer is exempt from registration under the Securities Act and any applicable state
securities laws or (6) pursuant to a registration statement effective under the Securities
Act and covering such offer, sale or transfer; and (D) it agrees not to engage in hedging
transactions involving the Purchased Securities unless in compliance with the Securities
Act.




               (iii) (A) an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3)
or (7) promulgated under the Securities Act and (B) by reason of its business and financial
experience it has such knowledge, sophistication and experience in making similar
investments and in business and financial matters generally so as to be capable of
evaluating the merits and risks of the prospective investment in the Purchased Securities,
is able to bear the economic risk of such investment and, at the present time, would be able
to afford a complete loss of such investment.



          (d) Receipt of Information; Authorization. Such Purchaser acknowledges that it has
(a) had access to the Private Placement Memorandum and (b) been provided a reasonable opportunity
to ask questions of and receive answers from Representatives of the Company, and to be furnished
requested information, regarding such matters sufficient to enable such Purchaser to evaluate the
risks and merits of purchasing the Purchased Securities and consummating the transactions
contemplated by this Agreement.




          (e) Legend. It is understood that any certificates evidencing the Purchased
Securities will bear the following legend:





“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE
SECURITIES LAWS, (II) SUCH TRANSACTION IS PURSUANT TO RULE 144, RULE 144A OR
REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (III) AN
OPINION OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY,
HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION



19









 






          STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION.”



     Certificates evidencing the Purchased Securities and the certificates representing the
securities issued upon conversion or exchange of the Purchased Securities (or any securities issued
upon conversion or exchange of the Purchased Securities) shall not be required to contain such
legend or any other legend after (A) such securities are registered for resale under the Securities
Act, (B) following any sale of such securities pursuant to and in accordance with Rule 144, (C) if
such securities are eligible for sale under Rule 144(k), or (D) if such legend is not required
under applicable requirements of the Securities Act (including controlling judicial interpretations
and pronouncements issued by the Staff of the SEC).



     Section 4.03 No Other Representations or Warranties. Such Purchaser acknowledges and
agrees that the Company is not making and has not made any representations or warranties with
respect to the transactions contemplated hereby other than those specifically set forth in this
Agreement.



ARTICLE V



ADDITIONAL AGREEMENTS




     Section 5.01 Limited Preemptive Right.



          (a) If at any time prior to the earlier of completion of an IPO, the Company proposes to Sell,
issue or otherwise Transfer any Company Equity Security (but, in the event such sale, issuance or
transfer is pursuant to a public offering or occurs concurrently with a public offering, less the
underwriters’ discount or commissions for such public offering), then each Purchaser shall have
the right to purchase the Preemptive Right Proportionate Number of Company Equity Securities being
offered at the same price and terms as those offered by the Company provided, that the preemptive
right provided under this Section 5.01 shall not be applicable to sales or issuances of Excluded
Stock (as defined in the Series A Convertible Preferred Stock Certificate of Designation). The
“Preemptive Right Proportionate Number” shall be, at any given time, a number equal to (i) the
number of Shares beneficially owned by such Purchaser at such time multiplied by (ii) a fraction,
the numerator of which is the total number of shares of Common Stock or other Company Equity
Securities proposed to be issued or sold by the Company at such time and the denominator of which
is the total number of Shares beneficially owned by the Company Principals and their Related
Parties and the Purchasers; provided, such fraction shall not exceed 3/10. For the avoidance of
doubt, this Section 5.01 shall not be applicable to (i) the conversion or exercise of any
convertible securities, warrants, options or similar securities so long as the sale or issuance of
such securities was made in accordance with this Section 5.01 or (ii) the financing of the
transactions contemplated by the Acquisition Agreement.




          (b) In the event the Company proposes to undertake a sale or issuance of Company Equity
Securities to which this Section 5.01 applies, it shall provide each Purchaser written notice (the
“Preemptive Notice”) of its intention to do so (attaching copies of the most current drafts of any
term sheets, agreements or other documents relating thereto), specifying the proposed price (it
being understood that the form of consideration shall be cash or tangible assets




20









 







only), the identity of the purchaser and the material terms upon which the Company proposes to
Sell, issue or otherwise Transfer the same. The Purchaser shall have five (5) Business Days from
the delivery date of any Preemptive Notice to agree to purchase (if the form of consideration is
tangible assets, at such Purchaser’s option, for cash and/or the same type of tangible assets of
equal value), on the same closing date as the Company an amount of Company Equity Securities up to
the Preemptive Right Proportionate Number (in each case calculated prior to the issuance) for the
price and upon the terms specified in the Preemptive Notice by giving written notice to the Company
and stating therein the amount of Company Equity Securities to be purchased. If a definitive
agreement for the purchase of such Company Equity Securities is not provided along with the
Preemptive Notice, Purchaser’s election to purchase Company Equity Securities pursuant to such
Preemptive Notice shall not be binding until a definitive agreement is executed (but, subject to
Section 5.01(c), an election to not purchase shall be binding).




          (c) In the event Purchasers do not purchase all of the Preemptive Right Proportionate Number
of Company Equity Securities pursuant to this Section 5.01, the Company shall have 180 days after
the date of the Preemptive Notice to consummate the sale or issuance of the Company Equity
Securities with respect to which Purchasers’ preemptive rights were not exercised to any Person at
or above the price and upon terms not more favorable in any material respect (it being understood
and agreed that any increase in the number of Company Equity Securities or any decrease in the
price thereof shall be deemed material for this purpose) than the terms specified in the initial
Preemptive Notice given in connection with such sale or issuance.




     Section 5.02 Tag-Along Rights.



          (a) In the event that, in connection with a proposed Sale of Shares by a Company Principal or
any of his Related Parties prior to an IPO, (i) the Tagging Shareholder (as defined in the
Shareholders Agreement) does not elect, or no longer has the right to elect, to exercise its
tag-along rights provided under Section 2.2 of the Shareholders Agreement (or waives or is deemed
to have waived such rights) or (ii) the Tagging Shareholder elects to exercise its tag-along rights
provided under Section 2.2 of the Shareholders Agreement, but the number of Shares sought to be
sold by the Tagging Shareholder is less than the number of the Taggable Shares (as defined in the
Shareholders Agreement) (any such proposed Sale by a Company Principal or any of his Related
Parties, an "Investor Tag-along Sale”), than the Company Principal shall deliver to each of the
Purchasers a written notice (an “Purchaser Sale Notice”), which notice shall state (i) the name of
the proposed Transferee, (ii) the number of Taggable Shares and the Remaining Taggable Shares
Number, (iii) the proposed purchase price therefor, including a description of any non-cash
consideration (along with any reports and other material documents (and summaries of any other
material oral information) relevant to the valuation of such non-cash consideration which the
Company Principal or its Related Parties has, so long as the Purchaser agrees to keep such reports,
documents and information confidential), and (iv) the other material terms and conditions of the
proposed Sale, including the proposed closing date (which date may not be less than fifteen (15)
Business Days after delivery of the Purchaser Sale Notice). Each Purchaser desiring to participate
in any such Sale shall deliver to the Company Principal, within fifteen (15) Business Days after
the delivery to all Purchasers of the Purchaser Sale Notice (the “Response Period”), a written
notice (an “Purchaser Tag-along Notice”), which notice shall state that such Purchaser elects to
exercise its tag-along rights under this Section 5.02 and shall state the maximum number of Shares
sought to be sold by such




21









 







Purchaser. No Company Principal shall, or shall permits any of his Related Party to,
consummate any Purchaser Tag-along Sale unless each Purchaser has been provided the right from the
proposed Transferee to sell to the proposed Transferee identified in the Purchaser Sale Notice, on
the terms and conditions set forth in the Purchaser Sale Notice, that number of Shares that is
equal to (a) if the aggregate number of Shares that the Purchasers seek to sell as reflected in the
Purchaser Tag-along Notices delivered within the Response Period exceeds the Available Remaining
Taggable Shares Number, such Purchaser’s Taggable Percentage of the Available Remaining Taggable
Shares Number (rounded down to the nearest whole number) or (b) if the aggregate number of Shares
that the Purchasers seek to sell as reflected in the Purchaser Tag-along Notices delivered during
the Response Period is equal to or less than the Available Remaining Taggable Shares Number, the
maximum number of Shares sought to be sold by such Purchaser in connection with a proposed Sale as
reflected in the Purchaser Tag-along Notice.




          (b) Each Purchaser, if it has elected to exercise its tag-along rights provided under this
Section 5.02, shall participate in the Sale by delivering to the applicable Company Principal at
the closing of the Sale of the Shares of the Company Principal or his Related Party’ to the
Transferee the Shares to be sold by the Tagging Shareholder, duly endorsed for transfer, against
payment of the aggregate purchase price therefor.




          (c) Transfers by a Company Principal to his Related Parties or by one of his Related Parties
to him or another of his Related Parties shall not be subject to the tag-along rights provided
under this Section 5.02.




          (d) Notwithstanding the other provisions of this Section 5.02, with respect to any Block Trade
of a Substantial Block (both as defined in the Shareholders Agreement) under a registration
statement pursuant to Article IV of the Shareholders Agreement, (i) the fifteen (15) Business Day
period referred to in Section 5.02(a) shall be reduced to a three (3) Business Day period and (ii)
the Purchaser Sale Notice may omit the name of the proposed Transferee and may specify the proposed
minimum purchase price (in lieu of the purchase price).




          (e) Each of the Purchasers and any subsequent holders of Preferred Stock and Purchased Common
Stock shall be an express third-party beneficiary of the provisions of Section 5.01 and this
Section 5.02 applicable to the Purchasers and Section 5.01 and this Section 5.02 shall not be
amended in a manner adverse to the Purchasers or eliminated, including by means of a termination of
this Agreement, without the prior written consent of holders of a majority of the Shares held by
the Purchasers and such subsequent holders.




     Section 5.03 Information Rights. The Company shall provide each Purchaser access to
the materials provided to the lenders pursuant to Section 6.01 of the Credit Agreement, provided,
each Purchaser shall enter into an agreement substantially similar to the Confidentiality Agreement
with respect to non-public information contained in materials prior to the granting of such access.



22









 





ARTICLE VI



MISCELLANEOUS




     Section 6.01 Use of Proceeds. The Company shall use the net proceeds it receives from
the sale of the Purchased Securities as described under “Use of Proceeds” in the Private Placement
Memorandum.



     Section 6.02 Interpretation; Severability. Article, Section, Schedule, and Exhibit
references are to this Agreement, unless otherwise specified. All references to instruments,
documents, contracts, and agreements are references to such instruments, documents, contracts, and
agreements as the same may be amended, supplemented, and otherwise modified from time to time,
unless otherwise specified. The word “including” shall mean “including but not limited to.”
Whenever any party has an obligation under this Agreement, the expense of complying with that
obligation shall be an expense of such party unless otherwise specified. If any provision of this
Agreement is held to be illegal, invalid, not binding, or unenforceable, such provision shall be
fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, not
binding, or unenforceable provision had never comprised a part of this Agreement, and the remaining
provisions shall remain in full force and effect.



     Section 6.03 Survival of Representations and Warranties. The representations and
warranties set forth in Section 3.05 hereunder shall survive the execution and delivery of this
Agreement indefinitely. The remainder of the representations or warranties set forth in this
Agreement shall survive the execution and delivery of this Agreement until the earlier of (i) ten
(10) Business Days following the delivery of audited financial statements of the Company for the
year ended December 31, 2007 and (ii) an IPO (as defined in the Certificate of Designations). The
covenants made in this Agreement shall survive the Closing and remain operative and in full force
and effect regardless of acceptance of any of the Purchased Securities by the Purchasers and
payment therefor and repayment, conversion, exercise or repurchase thereof. The Company shall
indemnify, defend, protect and hold harmless each Purchaser and the officers, directors, partners,
members, agents, employees and Affiliates of each of them from and against any and all losses,
claims, damages, liabilities, settlement costs and expenses, including, without limitation, costs
of preparation and reasonable attorneys’ fees of one counsel to the Purchasers, promptly as
incurred, arising out of or relating to (i) any misrepresentation or breach of any representation
or warranty made by the Company in this Agreement or the Credit Agreement or any certificate,
instrument or document contemplated hereby or thereby to the extent such losses, claims, damages,
liabilities, settlement costs and expenses exceed $100 million in the aggregate, or (ii) any breach
of any covenant, agreement or obligation of the Company contained in this Agreement or any
certificate, instrument or document contemplated hereby.



     Section 6.04 Waivers; Remedies; Amendments.



          (a) No Waiver; Remedies Cumulative. No failure or delay on the part of any party in
exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power, or remedy preclude any other or further
exercise thereof or the exercise of any right, power, or remedy. The remedies provided for herein
are cumulative and are not exclusive of any remedies that may be available to a party at law or in
equity or otherwise.




23









 








          (b) Amendments and Modifications. Except as otherwise provided herein, no amendment,
waiver, consent, modification, or termination of any provision of this Agreement shall be effective
unless signed by each of the parties hereto affected by such amendment, waiver, consent,
modification, or termination. Any amendment, supplement or modification of or to any provision of
this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by
any party hereto from the terms of any provision of this Agreement shall be effective only in the
specific instance and for the specific purpose for which made or given. Except where notice is
specifically required by this Agreement, no notice to or demand on any party hereto in any case
shall entitle any party hereto to any other or further notice or demand in similar or other
circumstances.




     Section 6.05 Binding Effect; Assignment. This Agreement shall be binding upon the
Company, the Purchasers, and their respective successors and permitted assigns. Except as expressly
provided in this Agreement, this Agreement shall not be construed so as to confer any right or
benefit upon any Person other than the parties to this Agreement and their respective successors
and permitted assigns.



     Section 6.06 Non-Disclosure. Notwithstanding anything herein to the contrary, each
Confidentiality Agreement shall remain in full force and effect according to its terms regardless
of any termination of this Agreement.



     Section 6.07 Communications. All notices and demands provided for hereunder shall be
in writing and shall be given by registered or certified mail, return receipt requested, telecopy,
air courier guaranteeing overnight delivery or personal delivery to the following addresses:




     (a) If to a Purchaser, to the contact information set forth on such Purchaser’s
signature page hereto.


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



Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Attention: Joshua Tinkelman

Facsimile: 212-751-4864





     (b) If to the Company:


1601 NW Expressway, Suite 1600

Oklahoma City, Oklahoma 73118

Attention: Matthew McCann

Facsimile: (405) 753-5975




24









 







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



Vinson & Elkins L.L.P.

First City Tower

1001 Fannin, Suite 2500

Houston, Texas 77002

Attention: T. Mark Kelly

Facsimile: (713) 615-5531



or to such other address as the Company or such Purchaser may designate in writing. All notices and
communications shall be deemed to have been duly given at the time delivered by hand, if personally
delivered; upon actual receipt if sent by certified mail, return receipt requested, or regular
mail, if mailed; when receipt acknowledged, if sent via facsimile; and upon actual receipt when
delivered to an air courier guaranteeing overnight delivery.




     Section 6.08 Entire Agreement. This Agreement and the other agreements and documents
referred to herein are intended by the parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein and therein. There are no restrictions,
promises, representations, warranties, covenants or undertakings, other than those set forth or
referred to herein or therein with respect to the rights granted by the Company or any of its
Affiliates or each of the Purchasers or any of their Affiliates set forth herein or therein. This
Agreement and the other agreements and documents referred to herein supersede all prior agreements
and understandings between the parties with respect to such subject matter.



     Section 6.09 Governing Law. This Agreement will be construed in accordance with and
governed by the laws of the State of New York without regard to principles of conflicts of laws.



     Section 6.10 Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same Agreement.



     Section 6.11 Finder’s Fee. Each party represents that it neither is nor will be
obligated for any finder’s fee or commission or other similar fee or commission in connection with
the purchase of Purchased Securities hereunder, other than placement agent fees paid by the Company
to Banc of America Securities, LLC. The Company agrees to indemnify and hold harmless each
Purchaser from any liability for any commission or compensation in the nature of a such a fee (and
the costs and expenses of defending against such liability or asserted liability) for which the
Company or any of its officers, employees or representatives is responsible.



     Section 6.12 Fees and Expenses. The Company and the Purchasers shall bear their own
expenses and legal fees incurred on their behalf with respect to this Agreement and the
transactions contemplated hereby; provided, however, that the Company shall bear up to an amount
previously agreed for the fees and expenses of Latham & Watkins LLP incurred with



25









 




respect to this Agreement and the transactions contemplated hereby upon receipt of proper
documentation therefor.




     Section 6.13 Exculpation Among Purchasers. Each Purchaser acknowledges that it is not
relying upon any person or entity, other than the Company and its representatives, in making its
investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the
respective controlling persons, officers, directors, partners, members, agents, or employees of any
Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or
omitted to be taken by any of them in connection with the purchase of the Purchased Securities.



     Section 6.14 Waiver of Conflicts. Each party to this Agreement acknowledges that
Latham & Watkins LLP, counsel for certain of the Purchasers, has in the past performed and may
continue to perform legal services for certain of the Purchasers in matters unrelated to the
transactions described in this Agreement, including the representation of such Purchasers in
capital financings and other matters. Accordingly, each party to this Agreement hereby (a)
acknowledges that Latham & Watkins LLP has represented only the Purchasers that have engaged it in
connection with the transactions contemplated herein and not any of the other Purchasers or the
Company with respect to the transactions contemplated herein; (b) acknowledges that they have had
an opportunity to ask for information relevant to such representation; and (c) gives its informed
consent to Latham & Watkins LLP’s representation of certain of such Purchasers in such unrelated
matters and to Latham & Watkins LLP’s representation of such Purchasers in connection with this
Agreement and the transactions contemplated hereby.



[SIGNATURE PAGE FOLLOWS]





26










 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set
forth.



	 	 	 	 	 	 	 
	 	 	RIATA ENERGY, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Tom L. Ward
	 	 	 	 	 
	 

	 	 	 	Name:	 	Tom L. Ward
	 

	 	 	 	Title:	 	Chairman and Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	Solely for the purposes of Section 5.02 hereof:
	 
	 	 	 	 	 	 
	 	 	TOM L. WARD
	 
	 	 	 	 	 	 
	 
	 	/s/ Tom L. Ward
	 	 	 
	 	 	Tom L. Ward
	 
	 	 	 	 	 	 
	 	 	N. MALONE MITCHELL, 3rd
	 
	 	 	 	 	 	 
	 
	 	/s/ N. Malone
Mitchell
	 	 	 
	 	 	N. Malone Mitchell, 3rd






[Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	THE PURCHASERS:
	 
	 	 	 	 	 	 
	 	 	BLUE RIDGE INVESTMENTS, L.L.C.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Ray Cubero	 	 
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ray Cubero
	 

	 	 	 	Title:
	 	Authorized Signatory






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:    76,190   
	 
	 	 	 	 	 	 
	 	 	Number of Common Units: ___________
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$15,999,900.00	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	Daven Patel	 	 	 	 
	 	 	 
	 
	 	214 N. Tryon St	 	 	 	 
	 	 	 
	 
	 	Charlotte, NC 28255	 	 	 	 
	 	 	 
	 
	 	704-386-4161	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	(704) 387-3621
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	x	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	CENTAURUS CAPITAL, LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/ John D. Arnold
	 

	 	 	 	 
	 

	 	 	 	Name: John D. Arnold
	 

	 	 	 	Title: Managing Member






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock: 47,619
	 
	 	 	 	 	 	 
	 	 	Number of Common
Units:  -0-  
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$9,999,990.00	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	 	 	 	 	 
	 	 	2629 Yorktown Place 
	 	 	Houston, TX 77056 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	(713) 554-1350
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	þ	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	CREDIT SUISSE SECURITIES (USA), LLC
	 
	 	 	 	 
	 

	 	By:
	 	CREDIT SUISSE SECURITIES (USA), LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/ Todd Sandoz
	 

	 	 	 	 
	 

	 	 	 	Name: Todd Sandoz
	 

	 	 	 	Title: Managing Director






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:   19,048  
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:___________
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$4,080,000	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	Credit Suisse Securities (USA) LLC 	 	 	 	 
	 	 	 
	 
	 	Attn: Jeffrey B. Andreski 	 	 	 	 
	 	 	 
	 
	 	11 Madison Avenue, 3rd Floor 	 	 	 	 
	 	 	 
	 
	 	New York NY 10010 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	(212) 325-1150
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	o	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	x	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	DALEA PARTNERS
	 
	 	 	 	 
	 

	 	By:	 	/s/ Malone Mitchell
	 

	 	 	 	 
	 

	 	 	 	Name: N. Malone Mitchell
	 

	 	 	 	Title: Partner






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:	47,619
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:___________
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$ 9,999,990.00
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	701 S. Taylor, Suite 500
	 	 	 
	 
	 	Amarillo, TX 79101
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 (806)-373-3454
	 

	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	x	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	FARALLON CAPITAL PARTNERS, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	FARALLON PARTNERS, L.L.C.,
their General Partner
	 
	 	 	 	 
	 

	 	By:	 	/s/ Monica R. Landry
	 

	 	 	 	 
	 

	 	 	 	Name: Monica R. Landry
	 

	 	 	 	Title: Managing Member






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:	61,471
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:___________
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$12,900,910
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	Farallon Capital Management, LLC
	 	 	 
	 
	 	One Maritime Plaza, Suite 1325
	 	 	 
	 
	 	San Francisco, CA 94111
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 (415) 421-2133
	 

	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	x	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	FARALLON PARTNERS, L.L.C.,

their General Partner
	 
	 	 	 	 
	 

	 	By:	 	/s/ Monica R. Landry
	 

	 	 	 	 
	 

	 	 	 	Name: Monica R. Landry
	 

	 	 	 	Title: Managing Member






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:	49,019
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:___________
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$10,293,900
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o Farallon Capital Management LLC
	 	 	 
	 
	 	One Maritime Plaza, Suite 1325
	 	 	 
	 
	 	San Francisco, CA 94111
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 (415) 421-2133
	 

	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	x	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	FARALLON PARTNERS, L.L.C., 

their General Partner
	 
	 	 	 	 
	 

	 	By:	 	/s/ Monica R. Landry
	 

	 	 	 	 
	 

	 	 	 	Name: Monica R. Landry
	 

	 	 	 	Title: Managing Member






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:  3,890 
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:___________
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$816,900
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o Farallon Capital
Management LLC
	 	 	 
	 
	 	One Maritime Plaza,
Suite 1325
	 	 	 
	 
	 	San Francisco, CA 94111
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	(415)-421-2133
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	þ	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	FARALLON PARTNERS, L.L.C., 

their General Partner
	 
	 	 	 	 
	 

	 	By:	 	/s/ Monica R. Landry
	 

	 	 	 	 
	 

	 	 	 	Name: Monica R. Landry
	 

	 	 	 	Title: Managing Member






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:  2,333 
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:___________
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$ 489,930	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o Farallon Capital
Management LLC
	 	 	 
	 
	 	One Maritime Plaza,
Suite 1325
	 	 	 
	 
	 	San Francisco, CA 94111
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	(415) 421-2133
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	þ	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	TINICUM PARTNERS, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	FARALLON PARTNERS, L.L.C.,
their General Partner
	 
	 	 	 	 
	 

	 	By:	 	/s/ Monica R. Landry
	 

	 	 	 	 
	 

	 	 	 	Name: Monica R. Landry
	 

	 	 	 	Title: Managing Member






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:  2,333              
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:___________
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$489,930
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o Farallon Capital Management LLC
	 	 	 
	 
	 	One Maritime Plaza, Suite 1325
	 	 	 
	 
	 	San Francisco, CA 94111
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	(415) - 421-2133
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	x	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	GOLDMAN, SACHS & CO.,

on behalf of its Principal Strategies Group
	 
	 	 	 	 
	 

	 	By:	 	/s/ Ken Eberts
	 

	 	 	 	 
	 

	 	 	 	Name: Ken Eberts
	 

	 	 	 	Title: Managing Director






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock: 213,333 
	 
	 	 	 	 	 	 
	 	 	Number of Common
Units: 0 
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$44,799,930.00	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	Sabrina Liak, Goldman Sachs 
	 	 	 
	 
	 	1 New York Plaza,
47th Floor 	 	 	 	 
	 	 	 
	 
	 	New York, NY 10004
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	(212) 256-4869
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	þ	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	HBK FUND L.P.
	 
	 	 	 	 
	 

	 	By:
	 	HBK INVESTMENTS L.P.,

Investment Advisor
	 
	 	 	 	 
	 

	 	By:	 	/s/ J. Baker Gentry 
	 

	 	 	 	 
	 

	 	 	 	Name: J. Baker Gentry, Jr.
	 

	 	 	 	Title: Authorized Signatory






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock: 119,048 
	 
	 	 	 	 	 	 
	 	 	Number of Common
Units:________
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$25,000,080	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o HBK Investments,
L.P. 
	 	 	 
	 
	 	300 Crescent Court,
Suite 700 
	 	 	 
	 
	 	Dallas, TX 75201 
	 	 	 
	 
	 	Attn: Legal 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	(214) 758-1207
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	þ	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	HIGHBRIDGE INTERNATIONAL LLC
	 
	 	 	 	 
	 

	 	By:
	 	HIGHBRIDGE CAPITAL MANAGEMENT, LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/ Adam J. Chill
	 

	 	 	 	 
	 

	 	 	 	Name: Adam J. Chill
	 

	 	 	 	Title: Managing Director






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:  -0- 

	 
	 	 	 	 	 	 
	 	 	Number of Common
Units:  526,316 
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$10,000,004.00
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o Highbridge Capital
Management, LLC
	 	 	 
	 
	 	9 West 57th Street,
27th Floor
	 	 	 
	 
	 	New York, NY 10019
	 	 	 
	 
	 	Attn: Adam J. Chill
	 	 	 
	 	 	Facsimile:	 	(212) 751-0755
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	þ	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	INVESTMENT PARTNERS (C) LTD.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	QUELLOS CAPITAL MANAGEMENT, L.P. its Investment
Manager
	 
	 	 	 	 
	 

	 	By:	 	/s/ Marie M. Bender
	 
	 	 	 	 
	 

	 	 	 	Name: Marie M. Bender
	 

	 	 	 	Title: General Counsel
	 
	 	 	 	 
	 

	 	By:	 	/s/ Paul Bonde
	 

	 	 	 	 
	 

	 	 	 	Name: Paul Bonde
	 

	 	 	 	Title: Principal, Investment
Operations






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:  43,810 
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:  568,421 
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$20,000,099
	 	 	 
	 
	 
	Address for Notice
	 	601 Union Street,
56th Floor
	 	 	 
	 
	 	Seattle, WA 98101
	 	 	 
	 
	 	Attn: Robert
Ellsworth
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	(206) 613-6714
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	o	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	þ	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	KINGS ROAD INVESTMENTS LTD.
	 
	 	 	 	 
	 

	 	By:
	 	POLYGON INVESTMENT PARTNERS LP,

its Investment Manager
	 
	 	 	 	 
	 

	 	By:	 	/s/ Brandon L. Jones
	 

	 	 	 	 
	 

	 	 	 	Name: Brandon L. Jones
	 

	 	 	 	Title: Co-Head, Private Investments






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:                    
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:  1,842,105 
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$34,999,995
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	598 Madison Avenue
	 	 	 
	 
	 	14th Floor
	 	 	 
	 
	 	New York, NY 10022
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	(212) 359-7303
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	þ	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	LB I GROUP INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Paul H. Tice
	 

	 	 	 	 
	 

	 	 	 	Name: Paul H. Tice
	 

	 	 	 	Title: Managing Director






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:  214,286       
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:  0            
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$45,000,060.00
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	Lehman Brothers
	 	 	 
	 
	 	745 Seventh Avenue, 8th Floor
	 	 	 
	 
	 	New York, NY 10019
	 	 	 
	 
	 	Attn: Paul Tice
	 	 	 
	 	 	Facsimile:	 	(212) 520-9364
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	þ	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 





	 	 	 	 	 
	 	 	LEONARDO, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	LEONARDO CAPITAL MANAGEMENT, INC., its General
Partner
	 
	 	 	 	 
	 

	 	By:
	 	ANGELO, GORDON & CO., L.P.,

its Director
	 
	 	 	 	 
	 

	 	By:	 	 /s/ Joseph R. Wekselblatt
	 

	 	 	 	 
	 

	 	 	 	Name:  Joseph R. Wekselblatt
	 

	 	 	 	Title: Chief Financial Officer






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:                    
	 
	 	 	 	 	 	 
	 	 	Number of Common
Units:   289,474    
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$	 	5,500,006 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	245 Park Ave., 26th Floor
	 	 	 
	 
	 	New York, NY 10161	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	Attn: Gary Wolf	 
	 	 	 
	 	 	Facsimile:	 	(212)- 867-6395
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	o	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	x	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]





 










 





	 	 	 	 	 	 	 
	 	 	MAGNETAR CAPITAL FUND, LTD	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	MAGNETAR FINANCIAL LLC,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Paul Smith	 	 
	 

	 	 	 	 

Name: Paul Smith
	 	 
	 

	 	 	 	Title: General Counsel	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A
Convertible Preferred Stock:   -0-   
	 
	 	 	 	 	 	 
	 	 	Number of Common
Units:   789,474   
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$	 	15,000,006.00	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o Magnetar Financial
LLC
	 	 	 
	 
	 	Attn: General Counsel
	 	 	 
	 
	 	1603 Orrington Ave.,
13th Floor
	 	 	 
	 
	 	Evanston, IL 60201
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(847) 905-5680
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	o

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	x

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)

	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	MAGNETAR CAPITAL FUND, LTD	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	MAGNETAR FINANCIAL LLC,	 	 
	 

	 	 	 	its Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Paul Smith	 	 
	 

	 	 	 	 

Name: Paul Smith
	 	 
	 

	 	 	 	Title: General Counsel	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A
Convertible Preferred Stock:   95,240   
	 
	 	 	 	 	 	 
	 	 	Number of Common
Units:   -0-   
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$	 	20,000,400.00	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o Magnetar Financial LLC	 
	 	 	 
	 
	 	Attn: General Counsel	 
	 	 	 
	 	 	1603 Orrington Ave.,
13th Floor	 
	 	 	 
	 	 	Evanston, IL 60201	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	(847) 905-5680
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	o

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	x

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	MOORE MACRO FUND, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	MOORE CAPITAL MANAGEMENT, LLC	 	 
	 

	 	 	 	Trading Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Anthony Gallagher	 	 
	 

	 	 	 	 

Name: Anthony Gallagher
	 	 
	 

	 	 	 	Title: Director of Operations	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A
Convertible Preferred Stock: 238,095 
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:                    
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$49,999,950.00	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	1251 Avenue of the
Americas,
52nd Floor
	 	 	 
	 
	 	New York, NY 10020 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(212) 382-9877
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	þ

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	OSPRAIE SANDRIDGE HOLDINGS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THE OSPRAIE FUND, LP,	 	 
	 

	 	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	OSPRAIE GROUP, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard Puma 	 	 
	 

	 	 	 	 

Name: Richard Puma
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A
Convertible Preferred Stock: 59,523 
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:                    
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$12,499,830.00	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o Ospraie Advisors,
L.P. 
	 	 	 
	 
	 	320 Park Avenue,
27th Floor 
	 	 	 
	 
	 	New York, NY 10022 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(212) 980-3796
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	þ

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	OSPRAIE SPECIAL OPPORTUNITIES	 	 
	 	 	MASTER ALTERNATIVE HOLDINGS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	OSPRAIE ASSOCIATES, LLC,	 	 
	 

	 	 	 	its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	OSPRAIE ASSOCIATES HOLDINGS,	 	 
	 

	 	 	 	LLC, its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	OSPRAIE GROUP, LLC,	 	 
	 

	 	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard Puma	 	 
	 

	 	 	 	 

Name: Richard Puma
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred Stock:  59,523         
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:                    
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$12,499,830.00
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o Ospraie Advisors, L.P.
	 	 	 
	 
	 	320 Park Avenue, 27th Floor
	 	 	 
	 
	 	New York, NY 10022
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(212) 980-3796
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	þ

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)




[Signature Page to Purchase Agreement]





 









 






	 	 	 	 	 	 	 
	 	 	PORTSIDE GROWTH AND OPPORTUNITY FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffrey Solomon 	 	 
	 

	 	 	 	 

Name: Jeffrey Solomon
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred Stock:                    
	 
	 	 	 	 	 	 
	 	 	Number of Common
Units: 105,263 
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	 	 	$1,999,997.00 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o Ramius Capital
Group, LLC 
	 	 	 
	 
	 	666 Third Avenue,
26th Floor 
	 	 	 
	 
	 	New York, NY 10017 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(212) 201-4802
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	þ

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	QRA SR, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	QUELLOS PRIVATE CAPITAL	 	 
	 

	 	 	 	MARKETS, L.P., its Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	QUELLOS CAPITAL MANAGEMENT,	 	 
	 

	 	 	 	L.P., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Marie M. Bender
	 

	 	 	 	 

Name: Marie M. Bender

	 

	 	 	 	Title: General Counsel
	 
	 

	 	By:	 	/s/ Paul Bonde
	 

	 	 	 	 

Name: Paul Bonde
	 

	 	 	 	Title: Principal, Investment Operations






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred Stock:  23,810              
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:   0        
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$5,000,100	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	601 Union Street, 56th Floor
	 	 	 
	 
	 	Seattle, WA 98101
	 	 	 
	 
	 	Attn: Robert Ellsworth
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(206) 613-6714
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	o

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	þ

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	RCG BALDWIN, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RAMIUS CAPITAL GROUP, L.L.C.,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	C4S & CO., L.L.C.,	 	 
	 

	 	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffrey Solomon	 	 
	 

	 	 	 	 

Name: Jeffrey Solomon
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred Stock:                    
	 
	 	 	 	 	 	 
	 	 	Number of Common
Units:  52,632  
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$1,000,008.00	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o Ramius Capital
Group LLC	 	 	 	 
	 	 	 
	 
	 	666 Third Avenue, 26th Floor	 	 	 	 
	 	 	 
	 
	 	New York, NY 10017	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(212) 845-7990
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	x

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	RCG CARPATHIA MASTER FUND, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffrey Solomon	 	 
	 

	 	 	 	 

Name: Jeffrey Solomon
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred Stock:                    
	 
	 	 	 	 	 	 
	 	 	Number of Common
Units:  210,526
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$	 	3,999,994	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o Ramius Capital
Group LLC
	 	 	 
	 
	 	666 Third Avenue, 26th
Floor
	 	 	 
	 
	 	New York, NY 10017
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(212) - 845-7990
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	x

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	RCG ENERGY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RAMIUS CAPITAL GROUP, L.L.C.,	 	 
	 

	 	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	C4S & CO., L.L.C.,	 	 
	 

	 	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffrey Solomon	 	 
	 

	 	 	 	 

Name: Jeffrey Solomon
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred Stock:                    
	 
	 	 	 	 	 	 
	 	 	Number of Common Units: 
 157,895 
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$3,000,005
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	c/o Ramius Capital Group LLC
	 	 	 
	 
	 	666 Third Avenue,
26th Floor
	 	 	 
	 
	 	New York, NY 10017
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(212) 845-7990
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	þ
	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	SILVER OAK CAPITAL, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Joseph R. Wekselblatt	 	 
	 

	 	 	 	 

Name: Joseph R. Wekselblatt
	 	 
	 

	 	 	 	Title: Manager	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred Stock: 
 69,048 
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:                    
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$14,500,080
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	245 Park Avenue, 26th Floor
	 	 	 
	 
	 	New York, NY 10161
	 	 	 
	 
	 	Attn: Gary Wolf
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(212) 867-6395
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	þ

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	STANFIELD OFFSHORE LEVERAGED ASSETS, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STANFIELD CAPITAL PARTNERS, LLC	 	 
	 

	 	 	 	its Investment Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Chris Pucillo	 	 
	 

	 	 	 	 

Name: Chris Pucillo
	 	 
	 

	 	 	 	Title: Portfolio Manager	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:  166,667  
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:                    
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$35,000,070.00	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	Stanfield Offshore
Leveraged Assets, Ltd. 	 	 	 	 
	 	 	 
	 
	 	430 Park Ave, 11th Floor 	 	 	 	 
	 	 	 
	 
	 	New York, NY 10022 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(212) - 891-9625
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	þ

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	TCW ASSET MANAGEMENT COMPANY,

a California corporation, as Investment Manager under
the Amended and Restated Investment Management and
Custody Agreement dated as of December 3, 2003 among
Ensign Peak Advisors, Inc., TCW Asset Management
Company and Trust Company of the West, a California
trust company, as Sub-Custodian
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kurt Talbot	 	 
	 

	 	 	 	 

Name:  Kurt Talbot
	 	 
	 

	 	 	 	Title:    Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Patrick Hickey	 	 
	 

	 	 	 	 

Name:  Patrick Hickey
	 	 
	 

	 	 	 	Title:    Senior
Vice President	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A
Convertible Preferred Stock: 25,602
	 
	 	 	 	 	 	 
	 	 	Number of Common
Units:    0   
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$	 	5,376,420.00	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	TCW Energy
	 	 	 
	 
	 	865 S. Figueroa Street,
18th Floor
	 	 	 
	 
	 	Los Angeles, CA 90017
	 	 	 
	 
	 	Attn: Phil Abejar
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(213)-244-0604
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	x

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	TCW ASSET MANAGEMENT COMPANY,

a California corporation, as Investment Manager under
the Amended and Restated Investment Management and
Custody Agreement dated as of March 18, 2004 among
ING Life Insurance and Annuity Company, TCW Asset
Management Company and Trust Company of the West, a
California trust company, as Sub-Custodian
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kurt Talbot	 	 
	 

	 	 	 	 

Name: Kurt Talbot	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Patrick Hickey	 	 
	 

	 	 	 	 

Name: Patrick Hickey	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred Stock: 25,602       
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:         0          
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$	5,376,420.00
	 	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	TCW Energy
	 	 	 
	 
	 	865 S. Figueroa Street, 18th Floor
	 	 	 
	 
	 	Los Angeles, CA 90017
	 	 	 
	 
	 	Attn: Phil Abejar
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(213) 244-0604
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	x

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	TCW ENERGY FUND XB – NL, L.P.,	 	 
	 	 	a California limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW (ENERGY X) LLC,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW ASSET MANAGEMENT	 	 
	 

	 	 	 	COMPANY, its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kurt Talbot	 	 
	 

	 	 	 	 

Name: Kurt Talbot	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Patrick Hickey	 	 
	 

	 	 	 	 

Name: Patrick Hickey	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred Stock: 107,526      
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:        0       
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$	22,580,460.00
	 	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	TCW Energy
	 	 	 
	 
	 	865 S. Figueroa Street, 18th Floor
	 	 	 
	 
	 	Los Angeles, CA 90017
	 	 	 
	 
	 	Attn: Phil Abejar
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(213) 244-0604
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	x

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





 [Signature Page to Purchase Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	TCW ENERGY FUND XD – NL, L.P.,	 	 
	 	 	a California limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW (ENERGY X) LLC,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW ASSET MANAGEMENT	 	 
	 

	 	 	 	COMPANY, its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kurt Talbot 	 	 
	 

	 	 	 	 

Name: Kurt Talbot
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Patrick Hickey 	 	 
	 

	 	 	 	 

Name: Patrick Hickey
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A
Convertible Preferred Stock: 79,365 
	 
	 	 	 	 	 	 
	 	 	Number of Common
Units: 0 
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit
	 	$16,666,650.00
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	TCW Energy 
	 	 	 
	 
	 	865 S. Figueroa Street,
18th Floor 
	 	 	 
	 
	 	Los Angeles, CA 90017 
	 	 	 
	 
	 	Attn: Phil Abijor 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile:	 	(213) 244-0604
	 
	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):




	 	 	 
	þ

	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	 	 
	o

	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	 	 
	o

	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)






[Signature Page to Purchase Agreement]





 









 





	 	 	 	 	 
	 	 	TEMPO MASTER FUND LP
	 
	 	 	 	 
	 

	 	By:
	 	JD CAPITAL MANAGEMENT LLC
	 

	 	 	 	(its Investment Advisor)
	 
	 	 	 	 
	 

	 	By:	 	/s/ Donald McCarthy 
	 

	 	 	 	 
	 

	 	 	 	Name: Donald McCarthy
	 

	 	 	 	Title: Chief Financial Officer






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:                    
	 
	 	 	 	 	 	 
	 	 	Number of Common
Units: 789,474 
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$15,000,006	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	Two Greenwich Plaza,
2nd Floor 
	 	 	 
	 
	 	Greenwich, CT 06830 
	 	 	 
	 
	 	Attn: Don McCarthy 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	     (203)
985-8920
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	þ	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 








	 	 	 	 	 
	 	 	TLW PROPERTIES, L.L.C.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Tom L. Ward
	 

	 	 	 	 
	 

	 	 	 	Name: Tom L. Ward
	 

	 	 	 	Title: Manager






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:  262,857 
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:                    
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$ 55,199,970
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	P.O. Box 54525
	 	 	 
	 
	 	Oklahoma City, OK
73154-1525
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	     (405)
848-5143
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	o	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	þ	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 








	 	 	 	 	 
	 	 	UBS O’CONNOR LLC fbo O’CONNOR GLOBAL CONVERTIBLE ARBITRAGE MASTER LIMITED
	 
	 	 	 	 
	 

	 	By:	 	/s/ George Locasto
	 

	 	 	 	 
	 

	 	 	 	Name: George Locasto
	 

	 	 	 	Title: Managing Director






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock:  7,144             
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:                    
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$1,500,240
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	1 North Wacker Dr.
	 	 	 
	 
	 	Chicago, IL 60606
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	     (312) 525-6271
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	o	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	þ	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 








	 	 	 	 	 
	 	 	UBS O’CONNOR LLC fbo O’CONNOR GLOBAL CONVERTIBLE ARBITRAGE II MASTER LIMITED
	 
	 	 	 	 
	 

	 	By:	 	/s/ George Locasto
	 

	 	 	 	 
	 

	 	 	 	Name: George Locasto
	 

	 	 	 	Title: Managing Director






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock: 15,067 
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:                    
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$3,164,070
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	1 North Wacker Dr.
	 	 	 
	 
	 	Chicago, IL 60606
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	     (312)
525-6271
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	þ	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	o	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 








	 	 	 	 	 
	 	 	UBS O’CONNOR LLC fbo O’CONNOR PIPES CORPORATE STRATEGIES MASTER LIMITED
	 
	 	 	 	 
	 

	 	By:	 	/s/ George Locasto 
	 

	 	 	 	 
	 

	 	 	 	Name: George Locasto
	 

	 	 	 	Title: Managing Director






	 	 	 	 	 	 	 
	Amount of Purchased Securities	 	Shares of Series A Convertible Preferred
Stock: 1,600 
	 
	 	 	 	 	 	 
	 	 	Number of Common Units:                    
	 
	 	 	 	 	 	 
	Purchase Price ($210/Preferred Share;
$19/Common Unit

	 	$336,000	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address for Notice
	 	1 North Wacker Dr. 
	 	 	 
	 
	 	Chicago, IL 60606 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Facsimile:	 	     (312)
525-6271
	 

	 	 	 	 	 	 




The Purchaser referenced above hereby certifies that it is (check one):





	o	 	a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities
Act) and an “accredited investor” (as defined in Rule 501(a) under the
Securities Act)
	 
	þ	 	a non-“U.S. Person” (as defined in Regulation S under the Securities Act)
	 
	o	 	an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act)





[Signature Page to Purchase Agreement]




 









 








SCHEDULE 2.01




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series A	 	 	 	 	 	 	 
	 	 	Convertible	 	 	 	 	 	 	 
	 	 	Preferred	 	 	Common	 	 	Total Purchase	 
	Purchaser	 	Stock	 	 	Units	 	 	Price	 
	Silver Oak Capital, L.L.C
	 	 	69,048	 	 	 	 	 	 	$	14,500,080.00	 
	Leonardo, L.P.
	 	 	 	 	 	 	289,474	 	 	 	5,500,006.00	 
	Blue Ridge Investments, L.L.C
	 	 	76,190	 	 	 	 	 	 	 	15,999,900.00	 
	Centaurus Capital, LLC
	 	 	47,619	 	 	 	 	 	 	 	9,999,990.00	 
	Credit Suisse Securities (USA), LLC
	 	 	19,048	 	 	 	 	 	 	 	4,000,080.00	 
	Farallon Capital Partners, L.P.
	 	 	61,471	 	 	 	 	 	 	 	12,908,910.00	 
	Farallon Capital Institutional Partners, L.P.
	 	 	49,019	 	 	 	 	 	 	 	10,293,990.00	 
	Farallon Capital Institutional Partners II, L.P.
	 	 	3,890	 	 	 	 	 	 	 	816,900.00	 
	Farallon Capital Institutional Partners III, L.P.
	 	 	2,333	 	 	 	 	 	 	 	489,930.00	 
	Tinicum Partners, L.P.
	 	 	2,333	 	 	 	 	 	 	 	489,930.00	 
	Goldman, Sachs & Co.
	 	 	213,333	 	 	 	 	 	 	 	44,799,930.00	 
	HBK Fund L.P.
	 	 	119,048	 	 	 	 	 	 	 	25,000,080.00	 
	Highbridge International LLC
	 	 	 	 	 	 	526,316	 	 	 	10,000,004.00	 
	Tempo Master Fund
	 	 	 	 	 	 	789,474	 	 	 	15,000,006.00	 
	LB I Group Inc.
	 	 	214,286	 	 	 	 	 	 	 	45,000,060.00	 
	Magnetar Capital Fund, Ltd.
	 	 	 	 	 	 	789,474	 	 	 	15,000,006.00	 
	Magnetar Capital Fund, LP
	 	 	95,240	 	 	 	 	 	 	 	20,000,400.00	 
	Dalea Partners
	 	 	47,619	 	 	 	 	 	 	 	9,999,990.00	 
	Moore Macro Fund, LP
	 	 	238,095	 	 	 	 	 	 	 	49,999,950.00	 
	Ospraie Special Opportunities Master Alternative
Holdings LLC
	 	 	59,523	 	 	 	 	 	 	 	12,499,830.00	 
	Ospraie Sandridge Holdings LLC
	 	 	59,523	 	 	 	 	 	 	 	12,499,830.00	 
	King’s Road Investments Ltd.
	 	 	 	 	 	 	1,842,105	 	 	 	34,999,995.00	 
	QRA SR, Ltd.
	 	 	23,810	 	 	 	 	 	 	 	5,000,100.00	 
	Investment Partners (C), Ltd.
	 	 	43,810	 	 	 	568,421	 	 	 	20,000,099.00	 
	Portside Growth and Opportunity Fund
	 	 	 	 	 	 	105,263	 	 	 	1,999,997.00	 
	RCG Carpathia Master Fund, Ltd.
	 	 	 	 	 	 	157,895	 	 	 	3,000,005.00	 
	RCG Energy, LLC
	 	 	 	 	 	 	210,526	 	 	 	3,999,994.00	 
	RCG Baldwin, LP
	 	 	 	 	 	 	52,632	 	 	 	1,000,008.00	 
	Stanfield Offshore Leveraged Assets, Ltd.
	 	 	166,667	 	 	 	 	 	 	 	35,000,070.00	 
	TCW Asset Management Company – Ensign
	 	 	25,602	 	 	 	 	 	 	 	5,376,420.00	 
	TCW Asset Management Company – ING
	 	 	25,602	 	 	 	 	 	 	 	5,376,420.00	 
	TCW Energy Fund XB – NL, L.P.
	 	 	107,527	 	 	 	 	 	 	 	22,580,670.00	 
	TCW Energy Fund XD – NL, L.P.
	 	 	79,365	 	 	 	 	 	 	 	16,666,650.00	 
	TLW Properties, L.L.C
	 	 	262,857	 	 	 	 	 	 	 	55,199,970.00	 
	UBS O’Connor LLC fbo O’Connor PIPES Corporate
Strategies Master Limited
	 	 	7,144	 	 	 	 	 	 	 	1,500,240.00	 
	UBS O’Connor LLC fbo O’Connor Global Convertible
Arbitrage Master Limited
	 	 	15,067	 	 	 	 	 	 	 	3,164,070.00	 
	UBS O’Connor LLC fbo O’Connor Global Convertible
Arbitrage II Master Limited
	 	 	1,600	 	 	 	 	 	 	 	336,000.00	 
	 
	 	 	 	 	 	 	 	 	 
	Total
	 	 	2,136,669	 	 	 	5,331,580	 	 	$	550,000,510.00	 
	 
	 	 	 	 	 	 	 	 	 






Schedule 2.01





 









 








SCHEDULE 2.04




	 	 	 
	Bank Name:

	 	Bank of America
	 

	 	701 S. Taylor
	 

	 	Amarillo, Texas
	 
	 	 
	ABA #:

	 	26009593
	 
	 	 
	Acct #:

	 	000007183925
	 
	 	 
	Acct Name:

	 	Riata Energy, Inc./dba SandRidge Energy






Schedule 2.04




 









 








SCHEDULE 3.24




	 	 	 
	Lariat Services, Inc.

	 	Texas corporation
	 
	 	 
	PetroSource Energy Company, L.P.

	 	Texas limited partnership
	 
	 	 
	ROC Gas Company

	 	Texas corporation






Schedule 3.06





 









 








EXHIBIT A




FORM OF REGISTRATION RIGHTS AGREEMENT




[Filed as Exhibit 4.3 to the Registration Statement on Form S-1 (File No. 333-144004)]




 A-1




 









 








EXHIBIT B




FORM OF WARRANT




[Filed as Exhibit 4.6 to the Registration Statement on Form S-1 (File No. 333-144004)]






 B-1




 









 








EXHIBIT C




OPINION OF VINSON & ELKINS L.L.P.




 









 








EXHIBIT D




OPINION OF IN-HOUSE COUNSEL