IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested, all as of the day and year first above written. THE MERIDIAN RESOURCE CORPORATION

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.

                                       THE MERIDIAN RESOURCE CORPORATION



                                         /s/ Xxxxxx X. Xxxxxx Xx.
                                       ---------------------------
                                          Xxxxxx X. Xxxxxx, Xx.
                                          Chairman of the Board
                                       and Chief Executive Officer


                                       AMERICAN STOCK TRANSFER & TRUST CO.



                                       By: /s/ X. X. Xxxxxx
                                          --------------------
                                       Name: Xxxxxxx X. Xxxxxx
                                            ------------------
                                       Title: Vice President
                                             -----------------