0001193125-10-279720 Sample Contracts

GMX RESOURCES INC. (par value $0.001 per share) At-The-Market Issuance Sales Agreement
Sales Agreement • December 14th, 2010 • GMX Resources Inc • Crude petroleum & natural gas • New York

GMX Resources Inc., a Oklahoma corporation (the “Company”), confirms its agreement (this “Agreement”) with McNicoll, Lewis & Vlak LLC (“MLV”), as follows:

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FIRST AMENDMENT TO RESTATED LOAN AGREEMENT
Loan Agreement • December 14th, 2010 • GMX Resources Inc • Crude petroleum & natural gas

This First Amendment to Restated Loan Agreement (this “Amendment”) dated as of December 13, 2010, is made among GMX RESOURCES INC., an Oklahoma corporation (the “Borrower”), the LENDERS (as defined below), CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as administrative agent, arranger and bookrunner, for the Lenders (and individually as a Lender), BNP PARIBAS, as syndication agent (and individually as a Lender), and COMPASS BANK, as documentation agent (and individually as a Lender), who agree as follows:

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