Exhibit 10.1
AMENDMENT NO. 1
TO
VOTING, REGISTRATION RIGHTS &
LOCK-UP AGREEMENT
THIS AMENDMENT NO.1 TO VOTING, REGISTRATION
RIGHTS & LOCK-UP AGREEMENT (this “ Amendment
”), dated as of July 17, 2009, is by and among ABRAXAS
PETROLEUM CORPORATION, a Nevada corporation (“ Abraxas
”), ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited
partnership (“ Energy, ” and together with
Abraxas, the “ Abraxas Parties ”), and the
limited partners signatory hereto (individually, a “
Limited Partner ” and, collectively, the “
Limited Partners ”).
RECITALS
WHEREAS , Abraxas and Energy have previously executed
and delivered that certain Agreement and Plan of Merger dated as of
June 30, 2009 (the “ Original Merger Agreement
”) providing for the merger of Energy with and into
Abraxas;
WHEREAS , Abraxas and Energy have agreed to amend and
restate the Original Merger Agreement pursuant to the terms of that
certain Amended and Restated Agreement and Plan of Merger dated as
of the date hereof (as the same may be amended or supplemented, the
“ Merger Agreement ”) providing for the merger
(the “ Merger ”) of a wholly-owned subsidiary of
Abraxas (“ Merger Sub ”) with and into Energy,
with Merger Sub surviving as a wholly-owned subsidiary of
Abraxas;
WHEREAS , the Abraxas Parties and the Limited Partners
have previously executed and delivered that certain Voting,
Registration Rights & Lock-Up Agreement dated as of June 30,
2009 (the “ Original Agreement ”);
WHEREAS , pursuant to Section 7.2 of the Original
Agreement, the Original Agreement may be amended by the agreement
of the Abraxas Parties and the Limited Partners; and
