0001104659-06-034810 Sample Contracts

AMENDMENT NO. ONE TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2006 • Cano Petroleum, Inc • Crude petroleum & natural gas

THIS AMENDMENT NO. ONE, effective November 29, 2005, to the Registration Rights Agreement (the “Rights Agreement”) dated November 29, 2005, is by and among Cano Petroleum, Inc., a Delaware corporation (the “Company”) and Scott White (“Purchaser”).

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AMENDMENT NO. 3
Credit Agreement • May 15th, 2006 • Cano Petroleum, Inc • Crude petroleum & natural gas • Texas

This AMENDMENT NO. 3 (“Agreement”) entered into on May 12, 2006 but made effective as of March 31, 2006 (“Effective Date”) is among Cano Petroleum, Inc., a Delaware corporation (“Borrower”), the Guarantors (as defined below), the Lenders (as defined below), and Union Bank of California, N.A., as administrative agent for such Lenders (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”).

AMENDMENT NO. ONE TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2006 • Cano Petroleum, Inc • Crude petroleum & natural gas

THIS AMENDMENT NO. ONE, effective November 29, 2005, to the Registration Rights Agreement (the “Rights Agreement”) dated November 29, 2005, is by and among Cano Petroleum, Inc., a Delaware corporation (the “Company”) and the Estate of Miles O’Loughlin (“Purchaser”).

SECOND AMENDMENT TO SUBORDINATED CREDIT AGREEMENT
Subordinated Credit Agreement • May 15th, 2006 • Cano Petroleum, Inc • Crude petroleum & natural gas • Texas

This SECOND AMENDMENT TO SUBORDINATED CREDIT AGREEMENT (this “Agreement”) entered into on May 12, 2006 but made effective as of March 31, 2006 (“Effective Date”) is among Cano Petroleum, Inc., a Delaware corporation (“Borrower”), the Guarantors (as defined in accordance with Section 1 below), the Lenders (as defined below), and Energy Components SPC EEP Energy Exploration and Production Segregated Portfolio, a Cayman Islands company, as administrative agent for such Lenders (in such capacity, the “Administrative Agent”).

AMENDMENT NO. ONE TO THE STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 15th, 2006 • Cano Petroleum, Inc • Crude petroleum & natural gas

THIS AMENDMENT NO. ONE to the Stock Purchase Agreement (the “Purchase Agreement”) dated November 29, 2005, is by and among Cano Petroleum, Inc., a Delware corporation (“Purchaser”), W.O. Energy of Nevada, Inc., a Nevada corporation (“Company”), the Estate of Miles O’Loughlin, and Scott White (collectively, “Sellers”).

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