ABRAXAS PETROLEUM CORPORATION. By: -------------------------------------------- Name: Title: Attested By: ----------------------------------- Name: Title: Reverse of Note This Note is one of a duly authorized issue of securities of the Company designated as its Floating Rate Senior Secured Notes due 2009 (herein called the "Notes"), limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $125,000,000, which may be issued under an indenture (herein called the "Indenture") dated as of October 28, 2004 among the Company, the initial Subsidiary Guarantors named therein and U.S. Bank National Association (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties, obligations and immunities thereunder of the Company, the Subsidiary Guarantors, the Trustee and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. Optional Redemption The Notes may be redeemed, in whole or from time to time in part, at the option of the Company at any time after April 28, 2007 upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below together with accrued and unpaid interest and Liquidated Damages, if any, to the applicable redemption date during the periods indicated below: Year Percentage ---- ---------- From April 29, 2007 to April 28, 2008........ 104.00% From April 29, 2008 to April 28, 2009........ 102.00% After April 28, 2009......................... 100.00% Notwithstanding the foregoing, at any time prior to April 29, 2007, the Company may, at its option and subject to the restrictions and other provisions relating thereto, if any, contained in the Revolving Credit Facility, on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes (i.e., $43,750,000) with the Net Cash Proceeds of one or more Qualified Equity Offerings at a redemption price equal to the product of (x) the principal amount of the Notes being so redeemed and (y) a redemption price factor of 1.00 plus the per annum interest rate on the Notes (expressed as a decimal) on the applicable redemption date, plus accrued and unpaid interest to the applicable redemption date, provided, that (1) at least 65% of the original aggrega...

ABRAXAS PETROLEUM CORPORATION. By: -------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- By: ----------------------------------------- Name: --------------------------------------- Title: --------------------------------------

ABRAXAS PETROLEUM CORPORATION. (Pursuant to Chapter 78, Section 1955 of the Nevada Revised Statutes) Abraxas Petroleum Corporation. (hereinafter called the “Company”), a Nevada corporation, does hereby certify:

ABRAXAS PETROLEUM CORPORATION. This certifies that _________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions, and conditions of the Rights Agreement dated as of March 16, 2010, (the “Rights Agreement”), by and between Abraxas Petroleum Corporation, a Nevada corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) on the Expiration Date (as such term is defined in the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, one one−thousandth of a fully paid nonassessable share of Series 2010 Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company, at a purchase price of $7.00 per one one−thousandth of a Preferred Share (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. If this Rights Certificate is exercised in part, the holder will be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. The number of Rights evidenced by this Rights Certificate (and the number of one one−thousandths of a Preferred Share which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of the date of the Rights Agreement, based on the Preferred Shares as constituted at such date. Terms used herein with initial capital letters and not defined herein are used herein with the meanings ascribed thereto in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and/or the number and/or kind of Preferred Shares (or other securities, as the case may be) which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to adjustment upon the occurrence of certain events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limita...

ABRAXAS PETROLEUM CORPORATION as an Issuer By: ------------------------------------------------ Name: Title: CANADIAN ABRAXAS PETROLEUM LIMITED, as an Issuer By: ------------------------------------------------ Name: Title: NEW CACHE PETROLEUMS, LTD., as a Subsidiary Guarantor By: ------------------------------------------------ Name: Title: SANDIA OIL & GAS CORPORATION, as a Subsidiary Guarantor By: ------------------------------------------------ Name: Title: WAMSUTTER HOLDINGS, INC., as a Subsidiary Guarantor By: ------------------------------------------------ Name: Title: FIRSTAR BANK, NATIONAL ASSOCIATION, as Trustee By: ------------------------------------------------ Name: Title:

ABRAXAS PETROLEUM CORPORATION. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President and Chief Financial Officer GUARANTORS: ABRAXAS PROPERTIES INCORPORATED By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President, Treasurer and Assistant Secretary SANDIA OPERATING CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President, Treasurer and Assistant Secretary RAVEN DRILLING, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President, Treasurer and Assistant Secretary SOCIÉTÉ GÉNÉRALE, as Administrative Agent, Issuing Lender, a Lender, and a Swap Counterparty By: /s/Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: Director TEXAS CAPITAL BANK, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President CADENCE BANK, as a Lender By: /S/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President ZIONS BANCORPORATION, N.A. DBA AMEGY BANK, as a Lender By: Name: Title: CIT BANK, N.A. , as a Lender By: /s/ Jarryd Israel Name: Jarryd Israel Title: Senior Vice President ASSOCIATED BANK, N.A., as a Lender and as a Swap Counterparty By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President U.S. BANK NATIONAL ASSOCIATION, as a Lender By: Name: Title: EAST WEST BANK, as a Lender and as a Swap Counterparty By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: First Vice President XXXXXX XXXXXXX CAPITAL GROUP INC., as a Lender, as a Swap Counterparty, and as an Additional Lender Party By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chariman, President, CEO

ABRAXAS PETROLEUM CORPORATION. By -------------------------------------------- Name: Title: SUBSIDIARY GUARANTORS: EASTSIDE COAL COMPANY, INC. By -------------------------------------------- Name: Title: SANDIA OIL & GAS CORPORATION By ---------------------------------------------- Name: Title: SANDIA OPERATING CORP. By -------------------------------------------- Name: Title: WAMSUTTER HOLDINGS, INC. By -------------------------------------------- Name: Title: WESTERN ASSOCIATED ENERGY CORPORATION By -------------------------------------------- Name: Title: TRUSTEE: U.S. BANK NATIONAL ASSOCIATION By: -------------------------------------------- Name: Title: EXHIBIT A-1 FORM OF RULE 144A GLOBAL NOTE THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.5(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR NOTES), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT RE...

ABRAXAS PETROLEUM CORPORATION. By: -------------------------------------------------- Title: GUARANTORS: SANDIA OIL & GAS CORPORATION By: -------------------------------------------------- Name: Title: SANDIA OPERATING CORP. By: ------------------------------------------------- Name: Title: EASTSIDE COAL COMPANY, INC. By: ------------------------------------------------- Name: Title: WESTERN ASSOCIATED ENERGY CORPORATION By: ------------------------------------------------- Name: Title: WAMSUTTER HOLDINGS, INC. By: -------------------------------------------------- Name: Title: 101 AGENT AND LENDERS: WELLS FARGO FOOTHILL, INC., as Agent and xx x Lender By: ------------------------------------------------ title: TABLE OF CONTENTS Page

ABRAXAS PETROLEUM CORPORATION. By: ---------------------------------- Name: Title: CANADIAN ABRAXAS PETROLEUM LIMITED By: ---------------------------------- Name: Title: Dated: Certificate of Authentication This is one of the 11-1/2% Senior Notes due 2004 referred to in the within-mentioned Indenture. FIRSTAR BANK, NATIONAL ASSOCIATION, as Trustee By: ---------------------------------- Authorized Signatory Date of Authentication: 11-1/2% Senior Note due 2004

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