<PAGE> 1
EXHIBIT 4.13
THIS SETTLEMENT AGREEMENT MADE EFFECTIVE
AS OF THE ___TH DAY OF JULY, 2000
BETWEEN
Queen Sand Resources, Inc. a Delaware corporation
(herein called the "Company")
AND
Joint Energy Development Investments Limited
Partnership
(herein called "JEDI")
AND
Marshall Capital Management, Inc. (fka as
"Proprietary Convertible Investment Group, Inc."),
Stark International, Shepherd Investments
International, Ltd., Westover Investments L.P., and
Montrose Investments L.P., Palisades Capital, Inc.
(herein collectively called the "C Holders")
AND
JNC Opportunity Fund Ltd., Diversified Strategies
Fund L.P., KA Investments, LDC, Sovereign Partners,
L.P., Advantage (Bermuda) Fund, Ltd., Canadian
Advantage, L.P., Dominion Capital Fund Ltd.
(herein collectively called the "Reset Holders")
WHEREAS:
a. Pursuant to the Securities Purchase Agreement dated as of March 27,
1997 between JEDI and the Company (the "JEDI Purchase Agreement"), JEDI
acquired 9,600,000 shares of the Company's Series A Participating
Convertible Preferred Stock (the "A Preferred Shares") together with
the certain maintenance rights as more particularly defined in the JEDI
Purchase Agreement; and
b. JEDI and the Company also entered into a Registration Rights Agreement
(the "JEDI Registration Rights Agreement"), an Earn-Up Agreement, a
Letter Agreement dated May 6, 1997 regarding advisory services, a
Stockholders' Agreement dated May 6, 1997 among themselves, EIBOC
Investments Ltd. ("EIBOC") and certain officers of the Company and the
said officers also entered into an Escrow Agreement with EIBOC with
respect to the shares of the Company's common stock held by EIBOC and
the said officers delivered a
<PAGE> 2
Declaration of Trust to JEDI in respect of the shares of EIBOC
beneficially owned by them (the aforesaid Stockholders Agreement,
Escrow Agreement and Declaration of Trust shall be referred to
collectively as the "Other JEDI Agreements"); and
c. Pursuant to the Securities Purchase Agreement dated as of December 22,
1997 between themselves and the Company (the "C Purchase Agreement"),
the C Holders signatory thereto purchased an aggregate of 10,000 shares
of the Company's Series C preferred stock together with warrants to
purchase an additional 340,138 shares of the Company's common stock
(the "C Warrants"); and
d. On December 24, 1997, the Company issued an additional 400 shares of
Series C preferred stock to Palisades Capital, Inc. in partial
consideration for acting as the Company's placement agent in connection
with the purchase and sale of the shares of Series C Preferred Stock
(which 10,400 shares of Series C preferred stock are collectively
referred to herein as the "C Shares"); and
e. Pursuant to the Amended and Restated Securities Purchase Agreement
dated as of July 8, 1998 between themselves and the Company (the "July
Reset Agreement"), the Reset Holders acquired a total of 3,428,571
shares of the Company's common stock (the "July Shares") together with
warrants to purchase an additional 605,000 shares of the Company's
common stock (the "July Warrants");
f. Pursuant to a Securities Purchase Agreement dated as of November 10,
1998 between themselves and the Company (the "November Reset
Agreement"), the Reset Holders party thereto acquired a total of
416,667 shares of the Company's common stock (the "November Shares")
together with warrants to purchase an additional 50,000 shares of the
Company's common stock (the "November Warrants"); and
g. The July Reset Agreement and the November Reset Agreement also granted
one repricing right (as defined in the said agreements) to each of the
Reset Holders signatory thereto for each share of the July Shares and
the November Shares; and
h. Contemporaneously with the execution of the C Purchase Agreement, the
July Reset Agreement and the November Reset Agreement, the Company
entered into certain registration rights agreements with the C Holders
and the Reset Holders (referred to respectively as the "C Registration
Rights Agreement", the "July Reset Registration Rights Agreement" and
the "November Reset Right Agreement"); and
i. As of the date hereof each of JEDI, the C Holders and the Reset Holders
(collectively referred to as the "Stakeholders") beneficially own the
equity interests, warrants and other intangible rights set forth beside
its name in Schedule 1; and
<PAGE> 3
j. The Company has advised the Stakeholders that it believes that it is in
the best interests of the Company, the Stakeholders and the other
stockholders of the Company generally to reorganize the Company's
capital structure and that, as part of such a reorganization, the
Company proposes to change its name, implement a 156 for 1 reverse
stock split of its common stock, purchase a certain quantity of its
Senior 12.5% Notes due July 2008, undertake a public offering or
private placement of stock and exchange, convert, repurchase, cancel or
otherwise eliminate all the equity interests, warrants and other
intangible rights described in Schedule 2; and
k. In order to facilitate the intended recapitalization of the Company, as
described in the preceding paragraph, the Stakeholders are willing to
exchange all their remaining equity interests, warrants and other
intangible rights as set out in Schedule 1 for a certain number of post
reverse-split shares of the Company's common stock according to the
terms of this Agreement.
THEREFORE in consideration of the mutual covenants contained herein, the payment
of $1.00 by the Company to each Stakeholder and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows.
1. DEFINITIONS
All terms defined in the recitals hereof shall have the meanings indicated in
the recitals and all other capitalized terms in this Agreement shall, unless
otherwise defined herein, have the meaning set out for such term in the JEDI
Purchase Agreement, the Series C Agreement, the July Purchase Agreement or the
November Purchase Agreement as the case may be. In case of conflict, the
definitions set out in this Agreement shall govern.
2. EXCHANGE
At the Closing as hereinafter defined, each of the Stakeholders agree to
exchange all the equity interests, warrants and intangible rights set forth
beside its name in Schedule 1 for that number of post reverse-split shares of
the Company's common stock (the "Final Settlement Shares") set forth beside its
name on Schedule 2.
3. CLOSING
Closing shall occur within 3 business days of the later to occur of (i) the
closing of the Financing as contemplated by paragraph 6 hereof or (ii) the
closing of the Note repurchase, as contemplated by paragraph 8.4 hereof.
<PAGE> 4
4. CLOSING DOCUMENTS
At Closing the Stakeholders shall deliver:
4.1. For cancellation all certificates and agreements representing any of
the A Preferred Shares, the C Shares and any warrants of the Company
held by such Stakeholder;
4.2. In the case of JEDI, such notices as the Company may reasonably
require to confirm JEDI's consent to or effect the termination of the
Other JEDI Agreements and
the Company shall deliver:
4.3. to each Stakeholder the number of Final Settlement Shares set forth
beside its name on Schedule 2.
Upon Closing the JEDI Purchase Agreement, the JEDI Registration Rights
Agreement, the C Purchase Agreement, the July Reset Agreement, the November
Reset Agreement, and all Registration Rights Agreements made contemporaneous
with or ancillary thereto, together with all outstanding warrants, maintenance
rights and Repricing Rights held by or issued to any Stakeholder, shall be
automatically terminated without further action or demand by the Company or any
of the Stakeholders party or entitled thereto.
5. STANDSTILL
Until such time as this Agreement is terminated pursuant to the provisions of
paragraph 9 hereof, each Stakeholder agrees that it will not submit any Series A
Conversion Notice, Series C Conversion Notice or Repricing Right Exercise Notice
as the case may be, nor take any action to enforce any rights and remedies to
which it might be entitled under any agreement to which it is a party with the
Company or otherwise.
6. FINANCING
The Company shall use its best efforts to close on or before October 31, 2000 a
private placement or public offering of common stock generating net proceeds to
the Company of at least $50 million (the "Financing"). Notwithstanding anything
to the contrary in any registration rights agreement to which the Stakeholders
or any of them are a party with the Company, no Stakeholder shall have the right
to any notice of or to have its shares included in any registration statement to
be filed by the Company in connection with the Financing or to otherwise
participate therein except as may hereafter be determined by the Company and its
underwriters in their sole discretion. Stakeholders may sell Final Settlement
Shares following the Closing provided that on any given trading day during the
six (6) month period immediately following such closing date, no Stakeholder may
sell more than that number of such Stakeholder's Final Settlement Shares that is
determined by multiplying the total number of Final Settlement Shares received
by such Stakeholder by the percentage that the particular Stakeholder's Final
Settlement Shares is to all post reverse-split Common Shares outstanding
immediately after the Closing of the Financing. Notwithstanding anything in this
paragraph to the
<PAGE> 5
contrary, a Stakeholder shall be permitted to sell all or any part of such
Stakeholder's Final Settlement Shares during the aforesaid 6 month period in
connection with (i) any transaction or series of related transactions that is or
are approved by the board of directors of the Company in which more than 50% of
the voting power of the Company is disposed of or that results in the sale of
all or substantially all of the assets of the Company or in the consolidation,
merger or other business combination of the Company with or into any other
entity, immediately following which the stockholders of the Company fail to own
directly or indirectly at least 50% of the surviving entity (a "Change of
Control Transaction"), or (ii) a non-public sale provided that the purchaser in
the non-public sale agrees in writing to be bound by the provisions of this
paragraph.
7. STOCKHOLDER APPROVAL
Within 5 days of obtaining the signatures of all Stakeholders on this Agreement,
the Company shall file with the SEC preliminary proxy materials in respect of a
stockholders' meeting to be held not later than the later of (i) September 21,
2000, or (ii) if the SEC notifies the Company of its intention to review the
proxy materials, 15 days following the date on which the Company receives
notification from the SEC that it has no further comments. Such proxy materials
shall solicit each stockholder's affirmative vote for approval of the
transactions pertaining to the A Preferred Shares, the C Shares and the
Repricing Rights as contemplated by this Agreement including a 156 for one
reverse split of the Company's common stock. Such proxy materials may also seek
approval of an increase in the Company's authorized capital, one or more mergers
or acquisitions, the election of directors and the appointment of auditors for
the current fiscal year, change of name, change of fiscal year end of the
Company and such other amendments to the Company's Certificate of Incorporation,
as amended, as the Company may determine is necessary or desirable to effect
this Agreement. The Company shall use its best efforts to solicit its
stockholders' approval of such matters and to cause its Board of Directors to
recommend such stockholder approval. Each Stakeholder agrees to vote not less
than that number of shares shown beside the name of such Stakeholder on Schedule
3 hereof in favor of the election of directors, the adoption by the Company of
this Agreement and the consummation of the transactions contemplated hereby
including the 156:1 reverse stock split, and the change of name.
8. CONDITIONS
The obligation of the Company to deliver and the Stakeholders to accept the
Final Settlement Shares shall be conditional upon the following:
8.1. Stockholder approval of the recapitalization transactions and the
reverse split contemplated by this Agreement.
8.2. The Final Settlement Shares shall be delivered without any
restrictive legend or stop transfer orders, except for that number of
Final Settlement Shares identified in Schedule 2 as Restricted Final
Settlement Shares.
<PAGE> 6
8.3. Not later than October 31, 2000, the Company shall have closed the
Financing;
8.4. Not later than October 31, 2000, the Company shall have closed the
repurchase of not less than $75 million in original principal amount
of the Company's 12.5% Senior Notes due July 2008.
8.5. The representations and warranties contained in this Agreement shall
be true as of the date of this Agreement and the date of delivery of
the Final Settlement Shares.
9. TERMINATION
This Agreement shall automatically terminate on the date (the "Termination
Date") that is the earlier of (i) 5:00 p.m. (ET) July 21, 2000, unless all
Stakeholders shall have executed this Agreement prior to such time; (ii) 5:00
p.m. (ET) October 31, 2000 unless Closing shall have taken place prior to such
time; (iii) the failure of the Company to timely file the proxy materials as
contemplated by paragraph 7 hereof; (iv) failure of the Company to obtain
stockholder approval of the recapitalization as contemplated by paragraph 7
hereof, (v) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
similar law or a decree or order of any court of competent jurisdiction
adjudging the Company insolvent or a bankrupt, (vi) an Event of Default
occurring under the Trust Indenture governing the Company's 12.5% Senior Notes
due July 2008, or, (vii) a Change of Control transaction occurs, unless Closing
has occurred prior to any such time. Immediately upon termination as aforesaid,
all obligations of the parties under this Agreement shall cease and each
Stakeholder may take any action to enforce any rights and remedies to which it
may be entitled under any agreement to which it is a party with the Company or
otherwise.
10. STAKEHOLDER REPRESENTATIONS
Each Stakeholder represents and warrants with respect to itself only that:
10.1. Ownership of Rights. Such Stakeholder is the legal and beneficial
owner of all the common stock, equity interests, warrants and other
intangible rights set forth beside its name on Schedule 1 hereof free
and clear of any encumbrances;
10.2. Ownership of Shares. As of the Record Date to be specified by the
Company in the proxy materials contemplated by this Agreement, it
will be the legal or beneficial owner of not less than the number of
shares of voting stock set forth beside its name in Schedule 3
hereof;
10.3. Accredited Investor Status. Such Holder is an "accredited investor"
as that term is defined in Rule 501(a) of Regulation D;
<PAGE> 7
10.4. Information. It has had an opportunity to pose such questions and
request such materials relating to the offer of the Final Settlement
Shares as it deems necessary. No failure by the Stakeholder to pose
questions, request information or carry out any other due diligence
investigations shall modify, amend or affect such Stakeholder's right
to rely on the accuracy of any materials provided to such Stakeholder
by or on behalf of the Company with respect to the transactions
contemplated hereby or on the Company's representations and
warranties contained in this Agreement. Such Stakeholder understands
that its investment in the Final Settlement Shares involves a high
degree of risk. Such Stakeholder has sought such accounting, legal
and tax advice as it has considered necessary to make an informed
investment decision with respect to its acquisition of the Final
Settlement Shares;
10.5. No Governmental Review. Such Stakeholder understands that no United
States federal or state agency or any other government or
governmental agency has passed on or made any recommendation or
endorsement of the Final Settlement Shares or the fairness or
suitability of the investment in the Final Settlement Shares nor have
such authorities passed upon or endorsed the merits of the offering
of the Final Settlement Shares;
10.6. Authorization; Enforcement. This Agreement has been duly and validly
authorized, executed and delivered on behalf of such Stakeholder and
is a valid and binding agreement of such Stakeholder enforceable
against such Stakeholder in accordance with its terms;
10.7. Residency. Such Stakeholder remains a resident of that country or
jurisdiction specified in the JEDI Purchase Agreement, the C Purchase
Agreement, the July Purchase Agreement or the November Purchase
Agreement to which it is a party.
11. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
11.1. Organization and Qualification. The Company is duly organized and
validly existing in good standing under the laws of the jurisdiction
it is incorporated, and has the requisite corporate power and
authorization to execute this agreement and carry out its obligations
hereunder.
11.2. No Other Agreements Other than as set out in this Agreement, the
Company has no agreements or undertakings with any Stakeholder or any
affiliate of any Stakeholder to make any cash payment, issue any
shares or to otherwise do anything pertaining to the subject matter
of this Agreement.
11.3. Authorization; Enforcement. This Agreement has been duly and validly
authorized, executed and delivered on behalf of the Company and is a
valid
<PAGE> 8
and binding agreement of the Company enforceable against the Company
in accordance with its terms.
11.4. Validity of Shares. The Final Settlement Shares, when issued in
accordance with the terms of this Agreement will be duly authorized,
validly issued, fully paid and non-assessable shares of common stock
of the Company and shall be delivered free and clear of any liens,
charges or encumbrances. The issuance of the Final Settlement Shares
will be exempt from the registration provisions of the Securities Act
of 1933 by virtue of the exemption set forth in Section 3(a)9
thereof. The Company acknowledges and agrees that the Stakeholders
shall be entitled for all purposes under Rule 144 of said Act to tack
onto the holding period of their respective Final Settlement Shares
the full period in which they have held the A Preferred Shares, the C
Shares or the shares of common stock giving rise to the repricing
rights as the case may be.
12. RELEASE
Effective upon Closing, the Stakeholders, on behalf of themselves and each of
their respective affiliates over which they respectively exercise control, and
the Company, on behalf of itself and each of its affiliates over which it
exercises control, hereby releases and forever discharges the other and its and
their respective individual, joint or mutual, past, present and future
directors, officers, affiliates, controlling persons, subsidiaries, successors
and assigns (individually, a "Releasee" and collectively, "Releasees") from any
and all claims, demands, proceedings, causes of action (other than fraud),
orders, obligations, contracts, agreements, debts and liabilities whatsoever,
whether known or unknown, suspected or unsuspected, both at law and in equity,
which each of the Stakeholders or the Company and any of their respective
affiliates over which they respectively exercise control now has, have ever had
or may hereafter have against the respective Releasees of the other arising from
the beginning of time until Closing on account or arising out of or in any way
relating to the respective Stakeholder's investments in or dealings with the
Company, including without limitation, the JEDI Purchase Agreement, the JEDI
Registration Rights Agreement, the Other JEDI Agreements, the C Purchase
Agreement, the C Registration Rights Agreement, the July Reset Agreement, the
November Reset Agreement, the Reset Registration Rights Agreement, any
Certificate of Designation of the Company pertaining to the A Preferred Shares
or the C Shares as the case may be, or other cause or event occurring
contemporaneously with or prior to such date, provided, however, that nothing
contained herein shall operate to release any obligations arising under this
Agreement.
Effective upon Closing the Company and each Stakeholder hereby irrevocably
covenants to refrain from, directly or indirectly, asserting any claim or
demand, or commencing, instituting or causing to be commenced, any proceeding of
any kind against any Releasee, based upon any matter purported to be released
hereby.
<PAGE> 9
13. WAIVER
Each Stakeholder for itself only waives any right such Stakeholder may have to
require the Company to repurchase any equity interest or intangible right held
by such Stakeholder arising as a consequence of any change of control that may
result from the Financing or the delivery of the Final Settlement Shares, or
from the Company's failure to maintain the listing of its common stock on the
Nasdaq SmallCap Market or on any subsequent market.
14. MISCELLANEOUS
14.1. Governing Law. The corporate laws of the State of Delaware shall
govern all issues concerning the relative rights of the Company and
its stockholders. All other questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be
governed by and interpreted in accordance with the laws of the State
of New York without regard to the principles of conflict of laws.
Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York,
borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or
that the venue of such suit, action or proceeding is improper.
Notwithstanding anything to the contrary in the foregoing, the laws
of the state of Texas shall govern any dispute as between the Company
and JEDI with respect to this Agreement, the JEDI Purchase Agreement,
the JEDI Registration Rights Agreement, or the Other JEDI Agreements
without regard to the principles of conflict of laws and for such
purpose JEDI and the Company irrevocably submit to the exclusive
jurisdiction of the state and federal courts sitting in the City of
Dallas, county of Dallas with respect to such disputes. Each party
hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices
to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law.
14.2. Counterparts. This Agreement may be executed in two or more identical
counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party; provided that
a facsimile signature shall be considered due execution and shall be
binding upon the signatory thereto with
<PAGE> 10
the same force and effect as if the signature were an original, not a
facsimile signature.
14.3. Headings. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation
of, this Agreement.
14.4. Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of
the remainder of this Agreement in that jurisdiction or the validity
or enforceability of any provision of this Agreement in any other
jurisdiction.
14.5. Entire Agreement; Amendments. This Agreement supersedes all other
prior oral or written agreements between the Stakeholders, the
Company, their affiliates and persons acting on their behalf with
respect to the matters discussed herein, and contains the entire
understanding of the parties with respect to the matters covered
herein. No provision of this Agreement may be amended other than by
an instrument in writing signed by the Company and Stakeholders
representing not less than 80% of the Final Settlement Shares as set
out in Schedule 3.
14.6. Notices. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered (i) upon
receipt, when delivered personally; (ii) the date of transmission, if
such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section prior to 6:00
p.m. (New York City time) on a Business Day, (iii) the Business Day
after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified
in this Section later than 6:00 p.m. (New York City time) on any date
and earlier than 11:59 p.m. (New York City time) on such date; or
(iv) upon receipt, when delivered by a reputable overnight delivery
service, in each case properly addressed to the party to receive the
same. The addresses and facsimile numbers for such communications
shall be:
If to the Company:
Queen Sand Resources, Inc.
13760 Noel Rd. Suite 1030
Dallas, Texas 75240-7336
Telephone: 972-233-9906
Facsimile: 972-233-9575
Attention: President
and
<PAGE> 11
Queen Sand Resources, Inc.
30 Metcalfe Street, Suite 620
Ottawa, Ontario, Canada K1P 5L4
Telephone: 613-230-7211
Facsimile: 613-230-6055
Attention: President
With a copy to:
Haynes and Boone, LLP
1600 North Collins Blvd.,
Suite 2000,
Richardson, TX ,75080
Telephone: 972-680-7553
Facsimile: 972-692-9053
Attention: William L. Boeing, Esq.
If to a Stakeholder, to its address and facsimile number set out in
the JEDI Purchase Agreement, the C Purchase Agreement, the July
Agreement or the November Agreement as the case may be.
Each party shall provide five days' prior written notice of any
change in address or facsimile number.
14.7. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors
and permitted assigns.
14.8. No Third Party Beneficiaries. This Agreement may not be assigned by
any Stakeholder without the prior written approval of the Company.
This Agreement is intended for the benefit of the parties hereto and
their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other
person.
14.9. Survival. The representations, warranties, covenants, releases and
agreements of the parties hereto, shall survive the execution of this
agreement and the issuances of the Final Settlement Shares. Each
Stakeholder shall be responsible only for its own representations,
warranties, agreements and covenants hereunder and shall not be
responsible for any act or omission of any other Stakeholder. The
waiver contained in paragraph 13 shall survive the termination of
this Agreement.
14.10. Further Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions
<PAGE> 12
contemplated thereby. The Company will notify all Stakeholders of any
default of this Agreement by any Stakeholder as soon as practicable
after the Company becomes aware of same.
14.11. No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied
against any party.
IN WITNESS WHEREOF duly authorized representatives of the Company and each
Stakeholder have executed this agreement effective as of the date set out on the
top of page 1 hereof.
Queen Sand Resources, Inc.
/s/ AUTHORIZED SIGNATORY
------------------------
By:
/s/ AUTHORIZED SIGNATORY
------------------------
By:
Joint Energy Development Investments Limited Partnership
By: Enron Capital Management Limited
Partnership, General Partner of Joint
Energy Development Investments Limited
Partnership
By: Enron Capital Corp., General Partner
of Enron Capital Management Limited
Partnership
/s/ AUTHORIZED SIGNATORY
------------------------
By:
Marshall Capital Management Inc. Palisades Capital Inc.
/s/ AUTHORIZED SIGNATORY /s/ AUTHORIZED SIGNATORY
------------------------ ------------------------
By: By:
<PAGE> 13
Westover Investments L.P. Montrose Investments L.P.,
/s/ AUTHORIZED SIGNATORY /s/ AUTHORIZED SIGNATORY
------------------------ ------------------------
By: By:
Stark International Shepherd Investments International, Ltd.
/s/ AUTHORIZED SIGNATORY /s/ AUTHORIZED SIGNATORY
------------------------ ------------------------
By: By:
<PAGE> 14
JNC Opportunities Fund Ltd., Diversified Strategies Fund L.P.,
/s/ AUTHORIZED SIGNATORY /s/ AUTHORIZED SIGNATORY
------------------------ ------------------------
By: By:
KA Investments, LDC,
/s/ AUTHORIZED SIGNATORY
------------------------
By:
Sovereign Partners, L.P., Advantage (Bermuda) Fund, Ltd.,
/s/ AUTHORIZED SIGNATORY /s/ AUTHORIZED SIGNATORY
------------------------ ------------------------
By: By:
Canadian Advantage, L.P., Dominion Capital Fund Ltd.
/s/ AUTHORIZED SIGNATORY /s/ AUTHORIZED SIGNATORY
------------------------ ------------------------
By: By:
<PAGE> 15
QUEEN SAND RESOURCES, INC. RECAPITALIZATION AGREEMENT, JUNE 2000
SCHEDULE 1
<TABLE>
<CAPTION>
Series A Series C Repricing Maintenance
Name of Stakeholder Shares Shares Rights Warrants Rights
<S> <C> <C> <C> <C> <C>
Joint Energy Development Investments L.P. 9,600,000 12,157,501
Marshall Capital Management, Inc. 1,030 115,647
Stark International 260 56,123
Shepherd Investments International, Ltd. 260 56,123
Montrose Investments L.P. 209 67,347
Westover Investments L.P. 162 44,898
Pallisades Capital, Inc. 252 --
JNC Opportunity Fund Ltd. 779,514 364,500
Diversified Strategies Fund, L.P. 17,131 10,500
KA Investments, LDC 257,084 80,000
Dominion Capital Fund Ltd. 141,388 100,000
Sovereign Partners, L.P. 398,799 130,000
Canadian Advantage, L.P. -- 10,000
Advantage (Bermuda) Fund, Ltd. -- 10,000
TOTAL 9,600,000 2,173 1,593,916 1,045,138 12,157,501
</TABLE>
<PAGE> 16
QUEEN SAND RESOURCES, INC. RECAPITALIZATION AGREEMENT, JUNE 2000
SCHEDULE 2
<TABLE>
<CAPTION>
Restricted Unrestricted Total Final
Final Settlement Final Settlement Settlement
Name of Stakeholder Shares Shares Shares
<S> <C> <C> <C>
Joint Energy Development Investments L.P. -- 212,500 212,500
Marshall Capital Management, Inc. -- 56,880 56,880
Stark International -- 14,352 14,352
Shepherd Investments International, Ltd. -- 14,352 14,352
Montrose Investments L.P. -- 11,520 11,520
Westover Investments L.P. -- 8,976 8,976
Pallisades Capital, Inc. -- 13,920 13,920
-------- ------- -------
-- 120,000 120,000
JNC Opportunity Fund Ltd. -- 200,780 200,780
Diversified Strategies Fund, L.P. -- 4,412 4,412
KA Investments, LDC -- 66,217 66,217
Dominion Capital Fund Ltd. 31,144 -- 31,145
Sovereign Partners, L.P. 31,144 66,303 97,446
Canadian Advantage, L.P. -- -- --
Advantage (Bermuda) Fund, Ltd. -- -- --
-- -- --
-------- ------- -------
62,288 337,712 400,000
TOTAL 62,288 670,212 732,500
</TABLE>
<PAGE> 17
QUEEN SAND RESOURCES, INC. RECAPITALIZATION AGREEMENT, JUNE 2000
SCHEDULE 3
<TABLE>
<CAPTION>
Name of Stakeholder Voting Shares
<S> <C>
Joint Energy Development Investments L.P. 12,234,952
Marshall Capital Management, Inc. 1,451,798
Stark International 365,291
Shepherd Investments International, Ltd. 365,291
Montrose Investments L.P. 290,360
Westover Investments L.P. 234,161
Pallisades Capital, Inc. 355,925
JNC Opportunity Fund Ltd. 11,083,063
Diversified Strategies Fund, L.P. 225,000
KA Investments, LDC 2,834,505
Dominion Capital Fund Ltd. 3,877,257
Sovereign Partners, L.P. 5,642,251
Canadian Advantage, L.P. --
Advantage (Bermuda) Fund, Ltd. --
TOTAL 38,959,854
</TABLE>
