AGREEMENT AND PLAN OF MERGER by and among STONE ENERGY CORPORATION (PARENT) STONE ENERGY OFFSHORE, L.L.C. (MERGER SUB) and BOIS D’ARC ENERGY, INC. (COMPANY) dated as of April 30, 2008Merger Agreement • May 6th, 2008 • Stone Energy Corp • Crude petroleum & natural gas • Nevada
This Agreement and Plan of Merger (this “Agreement”) dated April 30, 2008, by and among Stone Energy Corporation, a Delaware corporation (“Parent”), Stone Energy Offshore, L.L.C., a Delaware limited liability company and wholly owned Subsidiary of Parent (“Merger Sub”), and Bois d’Arc Energy, Inc., a Nevada corporation (the “Company”). Certain capitalized terms not defined herein are defined in Section 8.5 of this Agreement.
PARTICIPATION AGREEMENTParticipation Agreement • May 6th, 2008 • Stone Energy Corp • Crude petroleum & natural gas • Louisiana
THIS PARTICIPATION AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2008 among Stone Energy Corporation, a Delaware corporation (“Stone”), whose address is 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508, Gary W. Blackie (“Blackie”), William E. Holman (“Holman”), and Gregory T. Martin (“Martin” and together with Blackie and Holman, the “Principals”), whose address is 600 Travis, Suite 5200, Houston, Texas 77002;
STOCKHOLDER AGREEMENTStockholder Agreement • May 6th, 2008 • Stone Energy Corp • Crude petroleum & natural gas • Nevada
STOCKHOLDER AGREEMENT (this “Agreement”) dated as of April 30, 2008, by and among Stone Energy Corporation, a Delaware corporation (“Parent”), and the Stockholders named on Schedule A hereto (the “Stockholders”).
