0001193125-04-097832 Sample Contracts

Explanatory note to attached: Representative’s Option for the Purchase of Common Stock
Underwriting Agreement • June 3rd, 2004 • Arena Resources Inc • Crude petroleum & natural gas

The Representative is a co-managing underwriter pursuant to an Underwriting Agreement dated , 2004 (“Underwriting Agreement”) with Arena Resources, Inc. (“Arena”) relating to the offering of 1,200,000 Units of Arena. Each Unit consists of one share of Arena’s common stock and one warrant to purchase common stock, all as more fully described in the Underwriting Agreement and in a Warrant Agreement dated , 2004 between Arena and Atlas Stock Transfer, Inc., as warrant agent.

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1,200,000 Units Consisting of 1,200,000 Shares of Common Stock and 1,200,000 Warrants to Purchase Common Stock ARENA RESOURCES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • June 3rd, 2004 • Arena Resources Inc • Crude petroleum & natural gas • Colorado

Arena Resources, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement with you (who are sometimes hereinafter referred to as the “Representatives”) and with the other members of the underwriting group (the “Underwriters”) named on Schedule 1 hereto as follows:

Explanatory note to attached: Representative’s Option for the Purchase of Warrants
Underwriting Agreement • June 3rd, 2004 • Arena Resources Inc • Crude petroleum & natural gas

The Representative is a co-managing underwriter pursuant to an Underwriting Agreement dated , 2004 (“Underwriting Agreement”) with Arena Resources, Inc. (“Arena”) relating to the offering of 1,200,000 Units of Arena. Each Unit consists of one share of Arena’s common stock and one warrant to purchase common stock, all as more fully described in the Underwriting Agreement and in a Warrant Agreement dated , 2004 between Arena and Atlas Stock Transfer, Inc., as warrant agent.

Explanatory note to attached: Representative’s Option for the Purchase of Warrants
Representative’s Option for the Purchase of Warrants • June 3rd, 2004 • Arena Resources Inc • Crude petroleum & natural gas

The Representative is a co-managing underwriter pursuant to an Underwriting Agreement dated , 2004 (“Underwriting Agreement”) with Arena Resources, Inc. (“Arena”) relating to the offering of 1,200,000 Units of Arena. Each Unit consists of one share of Arena’s common stock and one warrant to purchase common stock, all as more fully described in the Underwriting Agreement and in a Warrant Agreement dated , 2004 between Arena and Atlas Stock Transfer, Inc., as warrant agent.

LOCK-UP AGREEMENT June , 2004
Lock-Up Agreement • June 3rd, 2004 • Arena Resources Inc • Crude petroleum & natural gas
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