Canaccord Adams, Inc. Wells Fargo Plaza 1000 Louisiana Street, 71st Floor Houston, TX 77002 T: 713-331-9901Cano Petroleum, Inc • June 26th, 2008 • Crude petroleum & natural gas • Massachusetts
Canaccord Adams, Inc. (hereinafter referred to as the “Lead Underwriter” or “Canaccord”) and Canaccord Capital Corporation, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), hereby offer, subject to the further terms and conditions herein set forth, to purchase from Cano Petroleum, Inc. (“Cano” or the “Corporation”) 7,000,000 common shares, $0.0001 par value (the “Common Shares”), and, at the election of the Lead Underwriter, up to an additional 1,050,000 Common Shares, at a price to be determined in accordance with the term sheet (“Term Sheet”) attached as Appendix “A.” The 7,000,000 Common Shares are referred to as the “Firm Shares” and the 1,050,000 Common Shares are referred to as the “Optional Shares,” and together are referred to as the “Shares.” The obligation of the Underwriters to purchase the Shares is subject to Cano obtaining all necessary regulatory approvals and is subject to the terms outlined in the attached Term Sheet and the following terms
Underwriting AgreementUnderwriting Agreement • June 26th, 2008 • Cano Petroleum, Inc • Crude petroleum & natural gas • New York
