0000313395-03-000044 Sample Contracts

RIGHTS AGREEMENT
Rights Agreement • August 26th, 2003 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

This RIGHTS AGREEMENT (this "Agreement") dated as of August 21, 2003, is entered into by and between The Exploration Company of Delaware, a Delaware corporation (the "Company") Kayne Anderson Energy Fund II, L.P., a Delaware limited partnership ("KAEF"), and Gryphon Master Fund, L.P., a Bermuda limited partnership ("Gryphon" and together with KAEF, the "Purchasers").

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SUBSCRIPTION AGREEMENT among THE EXPLORATION COMPANY OF DELAWARE, INC., KAYNE ANDERSON ENERGY FUND II, L.P. and GRYPHON MASTER FUND, L.P. Dated as of August 1, 2003
Subscription Agreement • August 26th, 2003 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

This SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of August 1, 2003, is entered into by and among The Exploration Company of Delaware, Inc., a Delaware corporation (the "Company"), Gryphon Master Fund, L.P., a Bermuda limited partnership ("Gryphon"), and Kayne Anderson Energy Fund II, L.P. ("KAEF" and together with Gryphon, the "Purchasers"). Certain capitalized terms used herein are defined in Section 6.22 of this Agreement.

KAYNE ANDERSON ENERGY FUND II, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, California 90067 August 5, 2003 The Exploration Company of Delaware, Inc. 500 North Loop 1604 E., Suite 250 San Antonio, Texas 78232 Gryphon Master Fund, L.P. 500...
Subscription Agreement • August 26th, 2003 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

As you know, Kayne Anderson Energy Fund II, L.P., The Exploration Company of Delaware, Inc. and Gryphon Master Fund, L.P. are parties to that certain Subscription Agreement dated as of August 1, 2003 (the "Subscription Agreement"). For ease of reference, capitalized terms not defined in this letter agreement (this "Agreement") shall have the meanings given such terms in the Subscription Agreement.

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