Cano Petroleum, Inc Watch

from 8-K 3 pages Amendment Number Two to Engagement Letter

from 8-K 3 pages Amendment Number Two to Consulting Agreement

from 8-K 2 pages Amendment Number One to Engagement Letter

from 8-K 3 pages Amendment Number One to Consulting Agreement

from 8-K 6 pages Consulting Agreement

from 10-Q 13 pages Amended and Restated Employment Agreement

from 8-K 10 pages This Letter Confirms Our Understanding That Cano Petroleum, Inc. and Its Owned or Affiliated Entities (Collectively “Cano” or “The Company”) Acting on Your Account and on Behalf of the Companies, Partnerships, or Any Other Entities in Which You, Directly or Indirectly, Hold or Exercise Control Have Engaged Blackhill Partners LLC (“We” or “US” or “Blackhill”) to Act as Cano’s Financial Advisor From the Date of This Agreement (This “Agreement”) Through the End of the Engagement Period (As Hereinafter Defined) With Respect to Executive Services Requested by Cano. the “Engagement Period” Shall Mean That Period Commencing on February 10, 2011, and Continuing Through the Termination Date as Determined by the Process Provided for Below. the Parties to This Agreement Agree and Acknowledge That This Agreement Is Supported by Adequate and Valuable Mutual Consideration, the Mutual Covenants and Agreements of the Parties, the Services to Be Performed Hereunder, and the Fees and Other Monetary Payments to Be Paid and Received by the Parties Hereunder. 1. Services

from 8-K 5 pages Separation Agreement and General Release

from 8-K 2 pages Sixth Amendment to Employment Agreement

from 8-K 11 pages Consent and Forbearance Agreement

from 8-K 13 pages Consent and Forbearance Agreement

from DEFA14A 5 pages Amendment No. 4 to Agreement and Plan of Merger

from 8-K 5 pages Amendment No. 4 to Agreement and Plan of Merger

from 8-K 3 pages Amendment No. 3 to Agreement and Plan of Merger

from DEFA14A 3 pages Amendment No. 3 to Agreement and Plan of Merger

from DEFA14A 90 pages Investors Rights Agreement

from 8-K 90 pages Investors Rights Agreement

from 8-K 50 pages Amendment No. 2 to Agreement and Plan of Merger

from DEFA14A 50 pages Amendment No. 2 to Agreement and Plan of Merger

from 8-K 6 pages Amendment No. 2 and Agreement