0000867665-09-000024 Sample Contracts

AMENDMENT NO. 2 TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • May 7th, 2009 • Abraxas Petroleum Corp • Crude petroleum & natural gas • New York

THIS AMENDMENT NO. 2 TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of May 1, 2009, by and among ABRAXAS PETROLEUM CORPORATION, a Nevada corporation (“Parent”), ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and the Purchasers listed on the signature pages attached hereto (individually, a “Purchaser” and collectively “Purchasers”).

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