0001104659-09-023606 Sample Contracts

CREDO PETROLEUM CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. RIGHTS AGREEMENT Dated as of April 9, 2009
Rights Agreement • April 10th, 2009 • Credo Petroleum Corp • Crude petroleum & natural gas • Delaware

Agreement, dated as of April 9, 2009, between CREDO Petroleum Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). This Agreement shall become effective immediately following the effective time of the merger of CREDO Petroleum Corporation, a Colorado corporation (“CREDO Colorado”) with and into the Company, pursuant to that certain Merger Agreement by and between CREDO Colorado and the Company (the “Effective Time”), and the Company will provide the Rights Agent with notice of the occurrence of the Effective Time promptly thereafter.

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THIRD AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • April 10th, 2009 • Credo Petroleum Corp • Crude petroleum & natural gas • Colorado

This THIRD AMENDMENT is dated as of April 9, 2009, to the Rights Agreement, dated as of April 11, 1989, and amended by the first amendment dated as of February 24, 1999, and the second amendment dated as of June 3, 2008, 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 (the “Rights Agent”) (as heretofore amended, the “Rights Agreement”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 10th, 2009 • Credo Petroleum Corp • Crude petroleum & natural gas • Delaware

This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of February 9, 2009, to be effective April 10, 2009, is entered into between CREDO Petroleum Corporation, a Colorado corporation (“CREDO” or the “Company”), and CREDO Petroleum Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (“CREDO Delaware”).

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