3,903,720 Units MAGNUM HUNTER RESOURCES CORPORATION Common Stock and Warrants PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 13th, 2009 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
Magnum Hunter Resources Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this "Agreement") and the Subscription Agreements in the form of Exhibit A attached hereto (the "Subscription Agreements") to be entered into with the investors identified therein (each, an "Investor" and collectively, the "Investors"), to issue and sell up to an aggregate of 3,903,720 Units (the "Units"), each Unit consisting of one share of the Company's common stock, $0.01 par value (the "Common Stock") and one-fifth of a warrant to purchase one share of Common Stock (each whole warrant, a "Warrant"). The Company hereby confirms its several agreements with Canaccord Adams Inc. ("Canaccord") as set forth below. Canaccord is referred to herein as the "Placement Agent". The Units are more fully described in the Prospectus (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2009 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
The undersigned (the "Investor") hereby confirms its agreement with Magnum Hunter Resources Corporation, a Delaware corporation (the "Company"), as follows:
