0000950123-10-061423 Sample Contracts

GUARANTY AGREEMENT
Guaranty Agreement • June 28th, 2010 • Gasco Energy Inc • Crude petroleum & natural gas • New York

THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of June 25, 2010, is made by and among each of the undersigned guarantors and each of the entities that have executed a joinder to this Guaranty in the form of Exhibit A attached hereto (each such entity is sometimes referred to herein individually as a “Guarantor” and collectively as the “Guarantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee under the Indenture referred to below (in such capacity, together with its successors and assigns in such capacity, “Beneficiary”), for the benefit of the Noteholders and Beneficial Holders (each as defined in the Indenture).

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EXCHANGE AGREEMENT by and among Gasco Energy, Inc. and , Investor Dated as of June 22, 2010
Exchange Agreement • June 28th, 2010 • Gasco Energy Inc • Crude petroleum & natural gas • New York

EXCHANGE AGREEMENT (this “Agreement”), dated as of June 22, 2010 (the “Effective Date”), by and among Gasco Energy, Inc., a Nevada corporation with headquarters located at 8 Inverness Drive East, Suite 100, Englewood, Colorado 80112 (the “Company”), and _______________(the “Investor”).

TENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 28th, 2010 • Gasco Energy Inc • Crude petroleum & natural gas • Texas

This TENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 22, 2010, among GASCO ENERGY, INC. (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors (the “Guarantors”), the LENDERS party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).

Contract
Investor Rights Agreement • June 28th, 2010 • Gasco Energy Inc • Crude petroleum & natural gas • Nevada

INVESTOR RIGHTS AGREEMENT (the “Agreement”), dated as of June 25, 2010, by and between Gasco Energy, Inc., a Nevada corporation with headquarters located at 8 Inverness Drive East, Suite 100, Englewood, Colorado 80112 (the “Company”), and CNH CA Master Account, L.P., a Cayman limited partnership (“CNH”), and AQR Absolute Return Master Account, L.P., a Cayman limited partnership (together with CNH, the “Investors”).

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