EXCO Resources (XCO)

Purchase price

Under the terms of the Purchase Agreement, Buyer will pay Seller a purchase price of approximately $655 million in cash for the Conveyed Interests, subject to certain customary closing and post-closing purchase price adjustments, including, adjustments for the following:

BG Energy Holdings Limited, an affiliate of Buyer, has provided a payment guaranty to Seller of Buyer’s obligations under the Purchase Agreement and to pay the Carried Costs under the Joint Development Agreement (each as defined below).

The purchase price for the Interests (the “Purchase Price”) shall be (a) $285,000,000, adjusted as provided in Section 2.2 (the “Cash Purchase Price”), payable in cash, and (b) 750,000 shares (the “Purchased Shares”) of common stock, par value $0.001 per share (“Crimson Parent Common Stock”), of Crimson Parent (the “Stock Purchase Price”).

Section 2.1            Purchase Price.

The purchase price for the Assets (the “Purchase Price”) shall be $860,000,000 adjusted as provided in Section 2.2.

(b)                                 Deposit.  Contemporaneous with the execution and delivery of this Agreement:

(i)                                     Purchaser shall pay the amount of $50,000,000 (the “