Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of November 2, 2007,
by and among Cano Petroleum, Inc., a Delaware corporation, with headquarters
located at 801 Cherry St., Suite 3200, Fort Worth, Texas 76102 (the "Company"),
and the investors listed on the Schedule of Buyers attached hereto
(individually, a "Buyer" and collectively, the "Buyers").
WHEREAS:
A.
The Company and each Buyer is executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by Section
4(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506 of
Regulation D ("Regulation D") as promulgated by the United States Securities and
Exchange Commission (the "SEC") under the 1933 Act.
B.
Each Buyer wishes to purchase, and the Company wishes to sell, upon the
terms and conditions stated in this Agreement, that aggregate number of shares
of the common stock of the Company, par value $0.0001 per share (the "Common
Stock") set forth opposite such Buyer's name on the Schedule of Buyers (which
aggregate amount for all Buyers shall be a maximum of 3,500,000 shares of Common
Stock and shall collectively be referred to herein as the "Common Shares").
C.
Contemporaneously with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement, substantially in the form attached hereto as Exhibit A (the
"Registration Rights Agreement"), pursuant to which the Company has agreed to
provide certain registration rights with respect to the Registrable Securities
(as defined in the Registration Rights Agreement), under the 1933 Act and the
rules and regulations promulgated thereunder, and applicable state securities
laws.
NOW, THEREFORE, the Company and each Buyer hereby agree as follows:
1.
PURCHASE AND SALE OF COMMON SHARES.
(A)
COMMON SHARES.
SUBJECT TO THE SATISFACTION (OR WAIVER) OF THE
CONDITIONS SET FORTH IN SECTIONS 6 AND 7 BELOW, THE COMPANY SHALL ISSUE AND SELL
TO EACH BUYER, AND EACH BUYER SEVERALLY, BUT NOT JOINTLY, AGREES TO PURCHASE
FROM THE COMPANY ON THE CLOSING DATE (AS DEFINED BELOW), THE NUMBER OF COMMON
SHARES AS IS SET FORTH OPPOSITE SUCH BUYER'S NAME ON THE SCHEDULE OF BUYERS.
(B)
CLOSING.
THE CLOSING (THE "CLOSING") OF THE PURCHASE OF THE
COMMON SHARES BY THE BUYERS SHALL OCCUR AT THE OFFICES OF HAYNES AND BOONE, LLP,
901 MAIN ST,. SUITE 3100, DALLAS, TEXAS 75202.
THE DATE AND TIME OF THE CLOSING
(THE "CLOSING DATE") SHALL BE 10:00 A.M., NEW YORK CITY TIME, ON THE DATE AFTER
THE NOTIFICATION OF SATISFACTION (OR WAIVER) OF THE CONDITIONS TO THE CLOSING
SET FORTH IN SECTIONS 6 AND 7 BELOW (OR SUCH OTHER DATE AND TIME AS IS MUTUALLY
AGREED TO BY THE COMPANY AND EACH BUYER).
1
(C)
PURCHASE PRICE.
THE AGGREGATE PURCHASE PRICE FOR THE COMMON
SHARES TO BE PURCHASED BY EACH BUYER (THE "PURCHASE PRICE") SHALL BE THE AMOUNT
SET FORTH OPPOSITE SUCH BUYER'S NAME ON THE SCHEDULE OF BUYERS.
EACH BUYER
SHALL PAY $7.15 FOR EACH COMMON SHARE
TO BE PURCHASED BY