0000950129-08-000804 Sample Contracts

PARTICIPATION AND RIGHT OF FIRST OFFER AGREEMENT AMENDMENT 1
Participation and Right of First Offer Agreement • February 12th, 2008 • Ausam Energy Corp • Crude petroleum & natural gas • Texas

THIS PARTICIPATION AND RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made and delivered effective as of January 25, 2008, by and among Ausam Energy Corporation, a body corporate incorporated pursuant to the laws of the Province of Alberta (“AEC”), SKH Management L.P., a Delaware limited partnership (“SKH Management”), SKH Management II L.P., a Delaware limited partnership (“SKH Management II”), SKH Management III L.L.C., a Delaware limited liability company (“SKH Management III”), SKH Energy Fund, L.P., a Delaware limited partnership (“SKH Energy”) and Antares Exploration Fund, L.P., a Delaware limited partnership (“Antares” and, together with SKH Management, SKH Management II and III and SKH Energy, collectively, the “Vendors”). Capitalized terms that are not otherwise defined in this Agreement shall have the meanings given to them in that certain Asset Purchase Agreement of even date herewith, by and among AEC and the Vendors (the “Purchase Agreement”).

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Contract
Ausam Energy Corp • February 12th, 2008 • Crude petroleum & natural gas • Queensland

BLAKE DAWSON WALDRON LAWYERS Farmin Agreement Ausam Resources Pty Ltd ABN 12 090 935 738 Mosaic Oil NL ABN 56 003 329 084 Santos (BOL) Pty Ltd ABN 35 000 670 575 Level 32 Exchange Plaza 2 The Esplanade PERTH WA 6000 Telephone: (08)93668000 Fax: (08) 9366 8111 Ref: ACXB 09-1397-4409

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