Common use of Investor’s Conditions Clause in Contracts

Investor’s Conditions. The obligation of the Investor to consummate the purchase of the Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Investor in writing, in whole or in part, to the extent permitted by applicable Law): (a) Substantially concurrently with the delivery of the Purchase Price Payment by the Investor, the Company shall file the Draft Filings (in substantially the same form previously reviewed by the Investor) with the Commission, in compliance with all applicable rules and regulations; (b) [intentionally omitted] (i) The representations and warranties of the Company contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date, (ii) the representations and warranties of the Company set forth in Section 3.2(b) shall be true and correct when made and as of the Closing Date and (iii) all other representations and warranties of the Company shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date; (d) Since the date of this Agreement, no event has occurred or condition or circumstance exists which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; and (e) The Company shall have delivered, or caused to be delivered, to the Investor at the Closing, the Company’s closing deliveries described in Section 2.5. By acceptance of the Purchase Price Payment, the Company shall be deemed to have represented to the Investor that it has performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by it on or prior to the Closing Date; and the representations and warranties of such Company contained in this Agreement that are qualified by materiality are true and correct as of the Closing Date and all other representations and warranties of the Company are true and correct in all material respects as of the Closing Date.

Investor’s Conditions. The obligation obligations of the each Investor to consummate the purchase subscription of the Shares such Investor’s Investor Units shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following additional conditions (any or all of which may be waived by the such Investor on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) Substantially concurrently with the delivery of the Purchase Price Payment by the Investor, the Company shall file the Draft Filings (in substantially the same form previously reviewed by the Investor) with the Commission, in compliance with all applicable rules and regulations; (b) [intentionally omitted] (i) The representations and warranties of the Company contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date, (ii) the representations and warranties of the Company set forth in Section 3.2(b) Sections 3.1, respectively, qualified as to materiality shall be true and correct when made correct, and as of the Closing Date and (iii) all other representations and warranties of the Company those not so qualified shall be true and correct in all material respects when made respects, in each case, as of the date of this Agreement and as of the Investment Closing Date, in each case as though made at and as of the Investment Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); (b) the Company shall have performed and complied in all material respects with its respective obligations and agreements required in this Agreement to be performed or complied with by it on or prior to the Investment Closing Date; (c) the Shares shall have been approved for listing on NASDAQ and the TSX, subject to official notice of issuances in respect of NASDAQ and subject to compliance with all of the customary conditions of the TSX, including receipt of all documentation required by the TSX; (d) Since the date of this Agreement, no event has occurred or condition or circumstance exists which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; and (e) The Company shall have delivered, or caused to be delivered, to the such Investor at the Investment Closing, the Company’s closing deliveries deliverables described in Section 2.5. By acceptance of 2.4; and (e) there shall not be pending any suit, action or proceeding by any Person seeking to restrain, preclude, enjoin or prohibit the Purchase Price Paymenttransactions contemplated by this Agreement, the Company shall be deemed which suit, action or proceeding is reasonably likely to have represented to the Investor that it has performed and complied in all a material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by it adverse effect on or prior to the Closing Date; and the representations and warranties of such Company contained in this Agreement that are qualified by materiality are true and correct as of the Closing Date and all other representations and warranties of the Company are true and correct in all material respects as of the Closing DateInvestor.

Investor’s Conditions. The obligation of the Investor to consummate the purchase of the Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Investor on behalf of itself in writingwriting with respect to the Shares, in whole or in part, to the extent permitted by applicable Law): (a) Substantially concurrently The Company shall have delivered to the Investor a notice of effectiveness substantially in the form set forth in Exhibit A hereto (the “Effectiveness Notice”). Prior to delivery by the Company to the Investor of the Effectiveness Notice, this agreement shall not be enforceable against the Company, with the exception of Section 5.4, Section 6.1, Section 7.8 and Section 7.10(d) hereof, which shall be enforceable against the Company immediately upon the execution and delivery of the Purchase Price Payment by the Investor, the Company shall file the Draft Filings (in substantially the same form previously reviewed by the Investor) with the Commission, in compliance with all applicable rules and regulations;this Agreement. (b) [intentionally omitted]The Company shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Company on or prior to the Closing Date. (c) (i) The representations and warranties of the Company (A) set forth in Sections 3.1, 3.2(a) and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date, (ii) the representations and warranties of the Company set forth in Section 3.2(b) shall be true and correct (except for any de minimis inaccuracies therein) when made and as of the Closing Date and (iii) all other representations and warranties of the Company shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing DateDate (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (d) The Acquisition Agreement shall not have been amended or modified in any material respect and no material condition to the closing of the Acquisition Agreement shall have been waived by the Company without the consent of the Investor (it being understood and agreed that any (i) change in the consideration payable shall be deemed to be adverse to the interests of the Investor (other than a reduction of the purchase price of less than ten percent (10%) of the total consideration or an increase in the purchase price pursuant to the purchase price adjustment mechanism set forth in the Acquisition Agreement) or (ii) waiver of any condition to closing that no “Material Adverse Change” (or any similar definition) has occurred involving the Acquired Assets and/or the Acquired Subsidiaries shall be deemed to be material and shall require the prior consent of the Investor (which consent shall not be unreasonably withheld). (e) HALRES shall have delivered to the Company evidence of its waiver of the Company’s obligations under that certain $275 million Convertible Promissory Note to HALRES (the “Convertible Note”) and that certain Securities Purchase Agreement between HALRES and RAM Energy Resources, Inc., dated December 21, 2011 in order to allow for the release of a sufficient number of shares reserved for issuance thereunder in order to facilitate the sale of the Shares pursuant to this Agreement. (f) Since the date of this the Agreement, no event has occurred or condition or circumstance exists which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; and. (eg) The NYSE shall have authorized, upon official notice of issuance, the listing of the Shares. (h) No notice of delisting from the NYSE shall have been received by the Company with respect to the Common Stock; (i) The Company shall have delivered, or caused to be delivered, to the Investor at the Closing, the Company’s closing deliveries described in Section 2.5. By acceptance of the Purchase Price Payment, the 2.7; and (j) The Company shall be deemed to have represented to executed and delivered the Investor that it has performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by it on or prior to the Closing Date; and the representations and warranties of such Company contained in this Agreement that are qualified by materiality are true and correct as of the Closing Date and all other representations and warranties of the Company are true and correct in all material respects as of the Closing DateStockholders Agreement.

Investor’s Conditions. The obligation of the Investor to consummate the purchase of the Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Investor on behalf of itself in writingwriting with respect to the Shares, in whole or in part, to the extent permitted by applicable Law): (a) Substantially concurrently with the delivery of the Purchase Price Payment by the Investor, the Company shall file have performed and complied with the Draft Filings (covenants and agreements contained in substantially the same form previously reviewed this Agreement that are required to be performed and complied with by the Investor) with Company in all material respects on or prior to the Commission, in compliance with all applicable rules and regulationsClosing Date; (b) [intentionally omitted] (i) The the representations and warranties of the Company (A) set forth in Sections 3.1, 3.2(a), 3.3(b), 3.4(a), 3.5, 3.17 and 3.20 or (B) otherwise contained in this Agreement that are qualified by materiality or a Material Adverse Effect Effect, shall be true and correct when made and as of the Closing Date, (ii) the representations and warranties of the Company set forth in Section 3.2(b) shall be true and correct (except for any de minimis inaccuracies therein) when made and as of the Closing Date and (iii) all other representations and warranties of the Company shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing DateDate (except that representations and warranties of the Company made as of a specific date shall be required to be true and correct as of such date only); (c) no Company SEC Document, including the Registration Statement nor any Prospectus, shall contain disclosure with respect to a Material Adverse Effect; (d) Since the Company shall not have repurchased any shares of Common Stock or other Equity Securities; provided, that the Company may repurchase shares of Common Stock or other Equity Securities in the ordinary course of business pursuant to the terms of an employee benefit plan and other employee, director and officer’s arrangements in effect on the date of this Agreement, no event has occurred or condition or circumstance exists which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; and; (e) The the Company shall have delivered, or caused to be delivered, to the Investor at the Closing, the Company’s closing deliveries described in Section 2.5. By acceptance of the Purchase Price Payment2.6; and (f) there shall not be pending any suit, action or proceeding between the Company shall be deemed to have represented to or the Investor that it has performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by it on Acquisition Seller or prior to the Closing Date; and the representations and warranties any of such Company contained in this Agreement that are qualified by materiality are true and correct as of the Closing Date and all other representations and warranties of the Company are true and correct in all material respects as of the Closing Datetheir respective Affiliates.