0001104659-08-037875 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 5th, 2008 • Credo Petroleum Corp • Crude petroleum & natural gas • Colorado

THIS STOCK PURCHASE AGREEMENT, dated as of June 3, 2008 (this “Agreement”), is made by and among James T. Huffman (“Huffman”), Richard B. Stevens (“Stevens”) and William F. Skewes (“Skewes”) (each a “Seller,” and collectively, “Sellers”) and RCH Energy Opportunity Fund II, LP, a Delaware limited partnership ( “Purchaser” and collectively with Sellers, the “Parties”).

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COMPANY STOCK PURCHASE AGREEMENT
Company Stock Purchase Agreement • June 5th, 2008 • Credo Petroleum Corp • Crude petroleum & natural gas • Colorado

THIS COMPANY STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of June 3, 2008, by and between CREDO PETROLEUM CORPORATION, a Colorado corporation (NASDAQ: CRED) (the “Company”), and RCH ENERGY OPPORTUNITY FUND II, LP, each a limited partnership organized under the laws of the State of Delaware (“Purchaser,” and collectively with the Company, the “Parties”).

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • June 5th, 2008 • Credo Petroleum Corp • Crude petroleum & natural gas • Colorado

This AMENDMENT is dated as of June 3, 2008, to the Rights Agreement, dated as of April 11, 1989, and amended by the first amendment thereto dated as of February 24, 1999, by and between CREDO Petroleum Corporation (the “Company”) and Computershare Trust Company, N.A., as successor in interest to American Securities Transfer, Incorporated (as Rights Agent) (as heretofore amended, the “Rights Agreement”).

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