COMMON STOCK PURCHASE AGREEMENT BY AND AMONG CONCHO RESOURCES INC. AND THE PURCHASERS NAMED HEREIN

Exhibit 10.1

Execution Version

COMMON STOCK PURCHASE AGREEMENT

BY AND AMONG

CONCHO RESOURCES INC.

AND

THE PURCHASERS NAMED HEREIN

TABLE OF CONTENTS


	Page
ARTICLE I DEFINITIONS

Section 1.01. Definitions		1
Section 1.02. Accounting Procedures and Interpretation		5

ARTICLE II SALE AND PURCHASE

Section 2.01. Sale and Purchase		5
Section 2.02. Closing		6
Section 2.03. Nature of Purchasers’ Obligations and Rights		6

ARTICLE III REPRESENTATIONS AND WARRANTIES OF CONCHO

Section 3.01. Corporate Existence		6
Section 3.02. Capitalization and Valid Issuance of Purchased Common Stock		7
Section 3.03. Concho SEC Documents		8
Section 3.04. No Material Adverse Change		8
Section 3.05. Litigation		9
Section 3.06. No Breach		9
Section 3.07. Authority		9
Section 3.08. Approvals		9
Section 3.09. Investment Company Status		10
Section 3.10. Offering		10
Section 3.11. Certain Fees		10
Section 3.12. No Side Agreements		10
Section 3.13. Internal Accounting Controls		10
Section 3.14. Registration Rights		10
Section 3.15. Insurance		11
Section 3.16. Acknowledgment		11

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER

Section 4.01. Valid Existence		11
Section 4.02. Authorization, Enforceability		11
Section 4.03. No Breach		11
Section 4.04. Certain Fees		12
Section 4.05. Unregistered Securities		12
Section 4.06. No Side Agreements		13
Section 4.07. Short Selling		13
Section 4.08. Concho Information		14


	Page
ARTICLE V COVENANTS

Section 5.01. Subsequent Public Offerings		14
Section 5.02. Taking of Necessary Action		14
Section 5.03. Non-Disclosure; Interim Public Filings		14
Section 5.04. Use of Proceeds		15
Section 5.05. Tax Information		15
Section 5.06. Short Selling Acknowledgement and Agreement		15

ARTICLE VI CLOSING CONDITIONS

Section 6.01. Conditions to the Closing		15
Section 6.02. Concho Deliveries		17
Section 6.03. Purchaser Deliveries		18

ARTICLE VII INDEMNIFICATION, COSTS AND EXPENSES

Section 7.01. Indemnification by Concho		18
Section 7.02. Indemnification by Purchasers		18
Section 7.03. Indemnification Procedure		19

ARTICLE VIII MISCELLANEOUS

Section 8.01. Interpretation		20
Section 8.02. Survival of Provisions		20
Section 8.03. No Waiver; Modifications in Writing		20
Section 8.04. Binding Effect; Assignment		21
Section 8.05. Confidentiality and ▇▇▇-▇▇▇▇▇▇▇▇▇▇		▇▇
Section 8.06. Communications		21
Section 8.07. Removal of Legend		24
Section 8.08. Entire Agreement		25
Section 8.09. Governing Law		25
Section 8.10. Execution in Counterparts		25
Section 8.11. Termination		25
Section 8.12. Recapitalization, Exchanges, Etc. Affecting the Purchased Common Stock		26
Section 8.13. Obligations Limited to Parties to Agreement		27

Schedules and Exhibits:

Schedule 2.01 Purchasers and Commitment Amounts

Exhibit A Registration Rights Agreement
Exhibit B Forms of Opinion
Exhibit C Concho Resources Inc. Officer’s Certificate
Exhibit D Purchasers’ Officer’s Certificate
Exhibit E Concho Resources Inc. Secretary’s Certificate
Exhibit F Cross Receipt
Exhibit G Marbob Acquisition Agreement

COMMON STOCK PURCHASE AGREEMENT

This COMMON STOCK PURCHASE AGREEMENT, dated as of July 19, 2010 (this “Agreement”), by and among CONCHO RESOURCES INC., a Delaware corporation (“Concho”), and each of the purchasers named in Schedule 2.01 to this Agreement (each such purchaser a “Purchaser” and, collectively, the “Purchasers”).

WHEREAS, simultaneously with the execution of this Agreement, Concho is entering into a definitive purchase agreement to acquire indirectly all of Marbob’s right, title and interest in and to certain oil and gas properties and related assets described in the Marbob Acquisition Agreement upon the terms and conditions and for the consideration set forth in the Marbob Acquisition Agreement (the “Marbob Acquisition”);

WHEREAS, Concho desires to finance a portion of the Marbob Acquisition through the sale of an aggregate of $300,000,020.10 of Common Stock, and the Purchasers desire to purchase severally an aggregate of $300,000,020.10 of Common Stock from Concho, each in accordance with the provisions of this Agreement;

WHEREAS, it is a condition to the obligations of the Purchasers and Concho under this Agreement that all closing conditions (other than the payment of the purchase price) required to consummate the Marbob Acquisition have been satisfied or waived, and the parties to the Marbob Acquisition Agreement are prepared to consummate the Marbob Acquisition substantially on the terms set forth therein; and

WHEREAS, Concho has agreed to provide the Purchasers with certain registration rights with respect to the Purchased Common Stock acquired pursuant to this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“2006 Registration Rights Agreement” shall have the meaning specified in Section 3.14.

“2006 Stock Incentive Plan” means the Concho Resources Inc. 2006 Stock Incentive Plan.

“8-K Filing” shall have the meaning specified in Section 5.03.

“Action” against a Person means any lawsuit, action, proceeding, investigation or complaint before any Governmental Authority, mediator or arbitrator.

“Affiliate” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” shall have the meaning specified in the introductory paragraph.

“Basic Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Marbob Acquisition Agreement and any and all other material agreements or instruments executed and delivered by the Parties to evidence the execution, delivery and performance of this Agreement, and any amendments, supplements, continuations or modifications thereto.

“Board of Directors” means the board of directors of Concho.

“Business Day” means any day other than a Saturday, a Sunday, or a legal holiday for commercial banks in Houston, Texas or New York, New York.

“Buy-In” shall have the meaning specified in Section 8.07.

“Buy-In Price” shall have the meaning specified in Section 8.07.

“Closing” shall have the meaning specified in Section 2.02.

“Closing Date” shall have the meaning specified in Section 2.02.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Commission” means the United States Securities and Exchange Commission.

“Commitment Amount” means the dollar amount set forth opposite each Purchaser’s name on Schedule 2.01 to this Agreement under the heading “Gross Proceeds to Issuer.”

“Common Stock Price” shall have the meaning specified in Section 2.01(b).

“Common Stockholders” means the Common Stockholders of Concho.

“Common Stock” means the common stock, $0.001 par value, of Concho.

“Concho” shall have the meaning specified in the introductory paragraph.

“Concho Financial Statements” shall have the meaning specified in Section 3.03.

“Concho Material Adverse Effect” means any material and adverse effect on (i) the assets, liabilities, financial condition, business, or operations of Concho and its Subsidiaries, taken as a whole, measured against those assets, liabilities, financial condition, business, or

operations reflected in the Concho SEC Documents, other than those occurring as a result of general economic or financial conditions or other developments that are not unique to and do not have a material disproportionate impact on Concho and its Subsidiaries but also affect other Persons who participate in or are engaged in the lines of business of which Concho and its Subsidiaries participate or are engaged, (ii) the ability of Concho and its Subsidiaries, taken as a whole, to carry out their business as of the date of this Agreement or to meet their obligations under the Basic Documents on a timely basis or (iii) the ability of Concho to consummate the transactions under any Basic Document.

“Concho Related Parties” shall have the meaning specified in Section 7.02.

“Concho SEC Documents” shall have the meaning specified in Section 3.03.

“DGCL” means Delaware General Corporation Law.

“▇▇▇▇▇” means the Commission’s Electronic Data-Gathering, Analysis, and Retrieval filing system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time; provided, however, that for purposes of the Concho Financial Statements prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of the Concho Financial Statements.

“Governmental Authority” shall include the country, state, county, city and political subdivisions in which any Person or such Person’s Property is located or that exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authorities, stock exchanges and self regulatory organizations that exercise valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein shall mean a Governmental Authority having jurisdiction over, where applicable, Concho, its Subsidiaries or any of their Property or any of the Purchasers.

“Indemnified Party” shall have the meaning specified in Section 7.03.

“Indemnifying Party” shall have the meaning specified in Section 7.03.

“Law” or “Laws” means any federal, state or local order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.

“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.

“Lock-Up Date” means forty-five (45) days following the Closing Date.

“Marbob” means collectively Marbob Energy Corporation, a New Mexico corporation, Pitch Energy Corporation, a New Mexico corporation, Costaplenty Energy Corporation, a New Mexico corporation, and ▇▇▇▇ ▇. ▇▇▇▇, LLC, a New Mexico limited liability company.

“Marbob Acquisition” shall have the meaning specified in the recitals.

“Marbob Acquisition Agreement” means that certain Purchase Agreement dated July 19, 2010, by and among Concho and Marbob, which is attached to this Agreement as Exhibit G.

“Marbob Closing Date” means the date on which the Marbob Acquisition is consummated.

“Organizational Documents” means the Restated Certificate of Incorporation and Amended and Restated Bylaws of Concho.

“Party” or “Parties” means Concho and the Purchasers, individually or collectively, as the case may be.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, Governmental Authority or any agency, instrumentality or political subdivision thereof, or any other form of entity.

“Placement Agent” means Merrill, Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated.

“Placement Agent Fees” means the fees that Concho is obligated to pay to the Placement Agent within one Business Day of the Closing Date.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Purchase Price” means the aggregate of each Purchaser’s Commitment Amount set forth opposite the Purchaser’s name on Schedule 2.01 to this Agreement under the heading “Gross Proceeds to Issuer.”

“Purchased Common Stock” means the Common Stock to be issued and sold to the Purchasers pursuant to this Agreement.

“Purchaser” shall have the meaning specified in the introductory paragraph.

“Purchaser Material Adverse Effect” means any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under any Basic Document.

“Purchaser Related Parties” shall have the meaning specified in Section 7.01.

“Purchasers” shall have the meaning specified in the introductory paragraph.

“Registration Rights Agreement” means the Registration Rights Agreement, substantially in the form attached to this Agreement as Exhibit A, to be entered into at the Closing, among Concho and each of the Purchasers.

“Representatives” of any Person means the officers, members, managers, directors, employees, agents, legal counsel, accountants, financial advisors or any other representatives of such Person.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Short Sales” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

“Subsidiary” means, as to any Person, any corporation or other entity of which a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries.

“Transfer Agent” means American Stock Transfer & Trust Company in its capacity as transfer agent for the Common Stock.

Section 1.02. Accounting Procedures and Interpretation. Unless otherwise specified in this Agreement, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters under this Agreement shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchasers under this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II
SALE AND PURCHASE

Section 2.01. Sale and Purchase. Contemporaneously with the consummation of the Marbob Acquisition and subject to the terms and conditions of this Agreement, at the Closing, Concho hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees, severally and not jointly, to purchase from Concho, the dollar amount of Purchased Common Stock set forth opposite its name on Schedule 2.01 of this Agreement. Each Purchaser agrees to pay Concho the Common Stock Price for each share of Purchased Common Stock as set forth in Section 2.01(b).

(a) Common Stock. The amount of Purchased Common Stock to be issued and sold to each Purchaser shall be equal to the amount next to such Purchaser’s name under the column entitled “Common Stock” in Schedule 2.01 of this Agreement. The Purchased Common Stock shall have those rights, preferences, privileges and restrictions governing the Common Stock as set forth in the Organizational Documents.

(b) Consideration. The amount per share of Common Stock each Purchaser will pay to Concho as consideration for the Purchased Common Stock shall be $45.30 (the “Common Stock Price”).

Section 2.02. Closing. The execution and delivery of the Basic Documents (other than this Agreement), the delivery of certificates representing the Purchased Common Stock, the payment of the Common Stock Price for each share of Purchased Common Stock, and the execution and delivery of all other instruments, agreements and other documents required by this Agreement (the “Closing”) shall take place on a date (the “Closing Date”) concurrent with the Marbob Closing Date, but on or prior to November 30, 2010, provided that Concho shall have given each Purchaser five (5) Business Days (or such shorter period as shall be agreeable to the Parties) prior notice of such designated Closing Date, at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.

Section 2.03. Nature of Purchasers’ Obligations and Rights. The respective obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. The failure or waiver of performance under this Agreement by any Purchaser, or on its behalf, does not excuse performance by any other Purchaser. Nothing contained herein or in any other Basic Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by any Basic Document. Except as otherwise provided in the Basic Documents, each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of the Basic Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF CONCHO

Concho represents and warrants to the Purchasers, on and as of the date of this Agreement and on and as of the Closing Date, as follows:

Section 3.01. Corporate Existence. Concho: (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has requisite power and authority to conduct its business as currently conducted and to own and lease its Property and other assets as now owned or leased, and has all material governmental licenses, authorizations, consents and approvals necessary to own its Property and to conduct its business as its business is currently conducted as described in the Concho SEC Documents, except where the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be expected to

have a Concho Material Adverse Effect; and (ii) is qualified to do business in all jurisdictions in which the nature of the business conducted by Concho makes such qualifications necessary, except where failure so to qualify would not reasonably be expected to have a Concho Material Adverse Effect.

Section 3.02. Capitalization and Valid Issuance of Purchased Common Stock.

(a) As of the date of this Agreement, and prior to the issuance and sale of the Purchased Common Stock, the issued and outstanding shares of Common Stock consists of 91,834,122 shares. All of the outstanding shares of Common Stock have been duly authorized and validly issued in accordance with applicable Law and the Organizational Documents and are fully paid and non-assessable.

(b) Other than Concho’s existing 2006 Stock Incentive Plan, Concho has no equity compensation plans that contemplate the issuance of Common Stock (or securities convertible into or exchangeable for Common Stock). Concho has no outstanding indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the Common Stockholders may vote. Except as set forth in the first sentence of this Section 3.02(b) or as contemplated by the Basic Documents, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities, agreements, claims or commitments of any character obligating Concho or any of its Subsidiaries to issue, transfer or sell any equity interests in Concho or any of its Subsidiaries or securities convertible into or exchangeable for such equity interests, (ii) obligations of Concho or any of its Subsidiaries to repurchase, redeem or otherwise acquire any equity interests in Concho or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Concho or any of its Subsidiaries is a party with respect to the voting of the equity interests of Concho or any of its Subsidiaries.

(c) (i) All of the issued and outstanding equity interests of each of Concho’s Subsidiaries are owned, directly or indirectly, by Concho free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under Concho’s or Concho’s Subsidiaries’ credit facilities filed as exhibits to the Concho SEC Documents), and all such ownership interests have been duly authorized and validly issued in accordance with applicable Law and the Organizational Documents and are fully paid (to the extent required by the organizational documents of Concho’s Subsidiaries, as applicable) and non-assessable (except as non-assessability may be affected by the organizational documents of Concho’s Subsidiaries), and (ii) except as disclosed in the Concho SEC Documents, neither Concho nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person.

(d) The offer and sale of the Purchased Common Stock will be duly authorized by Concho pursuant to the Organizational Documents and when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued in accordance with applicable Law and the Organizational Documents, fully paid and non-assessable and will be free of any and all Liens and restrictions on transfer, other

than restrictions on transfer under the Registration Rights Agreement and applicable state and federal securities Laws and other than such Liens as are created by the Purchasers.

(e) The Purchased Common Stock will be issued in compliance with all applicable rules of The New York Stock Exchange. Prior to the Closing Date, Concho will submit to The New York Stock Exchange a Subsequent Listing Application with respect to the Purchased Common Stock. Concho’s currently outstanding Common Stock is listed on The New York Stock Exchange, and Concho has not received any notice of delisting.

(f) The Purchased Common Stock shall have those rights, preferences, privileges and restrictions governing the Common Stock as set forth in the Organizational Documents. A true and correct copy of the Organizational Documents, as amended through the date hereof, has been filed by Concho with the Commission on August 8, 2007 as Exhibit 3.1 and Exhibit 3.2 to Concho’s Current Report on Form 8-K.

Section 3.03. Concho SEC Documents. Concho has timely filed or furnished with the Commission all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it under the Exchange Act or the Securities Act since January 1, 2009 (all such documents collectively, the “Concho SEC Documents”). The Concho SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Concho Financial Statements”), at the time filed or furnished (except to the extent corrected by a subsequently filed Concho SEC Document filed prior to the date of this Agreement) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iv) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and (v) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the business of Concho as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is an independent registered public accounting firm with respect to Concho and has not resigned or been dismissed as independent registered public accountants of Concho as a result of or in connection with any disagreement with Concho on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Section 3.04. No Material Adverse Change. Except as set forth in or contemplated by the Concho SEC Documents filed or furnished with the Commission after January 1, 2010 and prior to the date hereof, and except for the proposed Marbob Acquisition, which has been disclosed to, and discussed with, each of the Purchasers, since December 31, 2009, Concho and its Subsidiaries have conducted their business in the ordinary course, consistent with past practice, and there has been no (i) change that has had or would reasonably be expected to have a Concho Material Adverse Effect, (ii) acquisition or disposition of any material asset by Concho

or any of its Subsidiaries or any contract or arrangement therefor, otherwise than for fair value in the ordinary course of business, (iii) material change in Concho’s accounting principles, practices or methods or (iv) incurrence of material indebtedness (other than the incurrence of such indebtedness as is contemplated in connection with the Marbob Acquisition).

Section 3.05. Litigation. Except as set forth in the Concho SEC Documents, there is no Action pending or, to the knowledge of Concho, contemplated or threatened, against Concho or any of its Subsidiaries or any of their respective officers, directors or Properties, which (individually or in the aggregate) reasonably would be expected to have a Concho Material Adverse Effect, or which challenges the validity of this Agreement.

Section 3.06. No Breach. The execution, delivery and performance by Concho of each Basic Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated by the Basic Documents, and compliance by Concho with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination or award applicable to Concho or any of its Subsidiaries or any of their respective Properties, (ii) conflict with or result in a violation of any provision of the Organizational Documents or any organizational documents of any of Concho’s Subsidiaries, (iii) require any consent, approval or notice under or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under (A) any note, bond, mortgage, license, or loan or credit agreement to which Concho or any of its Subsidiaries is a party or by which Concho or any of its Subsidiaries or any of their respective Properties may be bound or (B) any other agreement, instrument or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by Concho or any of its Subsidiaries, except in the cases of clauses (i) and (iii) where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the foregoing provisions of this Section 3.06 would not, individually or in the aggregate, reasonably be expected to have a Concho Material Adverse Effect.

Section 3.07. Authority and Enforceability. Concho has all necessary corporate power and authority to execute, deliver and perform its obligations under each Basic Document to which it is a party and to consummate the transactions contemplated thereby. the execution, delivery and performance by Concho of each of the Basic Documents to which it is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on its part and, when duly executed and delivered by the parties thereto in accordance with their terms, each of the Basic Documents will constitute the legal, valid and binding obligations of Concho, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally or by general principles of equity. Except as contemplated by this Agreement, no approval by the Common Stockholders is required as a result of Concho’s issuance and sale of the Purchased Common Stock.

Section 3.08. Approvals. Except as contemplated by this Agreement or as required by the Commission in connection with Concho’s obligations under the Registration Rights Agreement, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental

Authority or any other Person is required in connection with the execution, delivery or performance by Concho of each of the Basic Documents to which it is a party, except where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption or to make such filing, declaration, qualification or registration would not, individually or in the aggregate, reasonably be expected to have a Concho Material Adverse Effect.

Section 3.09. Investment Company Status. Concho is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.10. Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in this Agreement, the sale and issuance of the Purchased Common Stock pursuant to this Agreement are exempt from the registration requirements of the Securities Act, and neither Concho nor any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

Section 3.11. Certain Fees. Except for the Placement Agent Fees, no fees or commissions will be payable by Concho to brokers, finders or investment bankers with respect to the sale of any of the Purchased Common Stock or the consummation of the transactions contemplated by this Agreement. Concho agrees that it will indemnify and hold harmless each of the Purchasers from and against any and all claims, demands or liabilities for broker’s, finder’s, placement or other similar fees or commissions incurred by Concho or alleged to have been incurred by Concho in connection with the sale of the Purchased Common Stock or the consummation of the transactions contemplated by this Agreement.

Section 3.12. No Side Agreements. Except for the confidentiality agreements entered into by and between each of the Purchasers and Concho or the Placement Agent, there are no other agreements by, among or between the Purchasers and any of their respective Affiliates, on the one hand, and Concho or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby (other than the Basic Documents), and there are no promises or inducements for future transactions by, among or between the Purchasers and any of their respective Affiliates, on the one hand, and Concho and any of its Affiliates, on the other hand.

Section 3.13. Internal Accounting Controls. Except as disclosed in the Concho SEC Documents, Concho and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Section 3.14. Registration Rights. Except for the registration rights agreement dated February 27, 2006 and filed with the Commission on April 24, 2007 as Exhibit 10.12 to Concho’s Registration Statement on Form S-1 (File No. 333-142315) (“2006 Registration Rights Agreement”), neither the execution of this Agreement nor the issuance of the Purchased

Common Stock as contemplated by this Agreement gives rise to any rights for or relating to the registration of any securities of Concho, other than pursuant to the Registration Rights Agreement.

Section 3.15. Insurance. Concho and its Subsidiaries are insured against such losses and risks and in such amounts as Concho believes in its sole discretion to be prudent for its businesses. Concho does not have any reason to believe that it or any Subsidiary will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business as currently conducted and as will be conducted following the Marbob Acquisition.

Section 3.16. Acknowledgment. Concho acknowledges that no Purchaser is acting or has acted as an advisor, agent or fiduciary of Concho (or in any similar capacity) with respect to the Basic Documents and any advice given by any Purchaser or any of its respective Representatives in connection with the Basic Documents is merely incidental to the Purchasers’ purchase of Purchased Common Stock. Concho further acknowledges to each Purchaser that Concho’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated by this Agreement by Concho and its Representatives.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER

Each Purchaser, severally and not jointly, represents and warrants to Concho with respect to itself, on and as of the date of this Agreement and on and as of the Closing Date, as follows:

Section 4.01. Valid Existence. Such Purchaser is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite power and authority to own its Properties and carry on its business as currently conducted.

Section 4.02. Authority and Enforceability. Such Purchaser has all necessary legal power and authority to execute, deliver and perform its obligations under each of the Basic Documents to which it is a party and to consummate the transactions contemplated thereby. The execution, delivery and performance by such Purchaser of each of the Basic Documents to which it is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all legal action on its part and, when duly executed and delivered by the parties thereto in accordance with their terms, each of the Basic Documents to which such Purchaser is a party will constitute the legal, valid and binding obligations of such Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally or by general principles of equity.

Section 4.03. No Breach. The execution, delivery and performance by such Purchaser of each of the Basic Documents to which it is a party by such Purchaser and the consummation of the transactions contemplated thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material

agreement to which such Purchaser is a party or by which such Purchaser is bound or to which any of the property or assets of such Purchaser are subject, (ii) conflict with or result in any violation of the provisions of the organizational documents of such Purchaser, or (iii) violate any statute, order, rule or regulation of any Governmental Authority having jurisdiction over such Purchaser or the property or assets of such Purchaser, except in the case of clauses (i) and (iii), for such conflicts, breaches, violations or defaults as would not reasonably be expected to have a Purchaser Material Adverse Effect.

Section 4.04. Certain Fees. No fees or commissions are or will be payable by such Purchaser to brokers, finders or investment bankers with respect to the purchase of any of the Purchased Common Stock or the consummation of the transactions contemplated by the Basic Documents. Such Purchaser agrees that it will indemnify and hold harmless Concho from and against any and all claims, demands or liabilities for broker’s, finder’s, placement or other similar fees or commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in connection with the purchase of the Purchased Common Stock or the consummation of the transactions contemplated by the Basic Documents.

Section 4.05. Unregistered Securities.

(a) Accredited Investor Status; Sophisticated Purchasers. Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in the Purchased Common Stock. Such Purchaser has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the purchase of the Purchased Common Stock.

(b) Information. Such Purchaser or its Representatives have been furnished with all materials relating to the business, finances and operations of Concho and relating to the offer and sale of the Purchased Common Stock that have been requested by such Purchaser. Such Purchaser or its Representatives have been afforded the opportunity to ask questions of Concho or its Representatives. Neither such inquiries nor any other due diligence investigations conducted at any time by such Purchaser or its Representatives shall modify, amend or affect such Purchaser’s right (i) to rely on Concho’s representations and warranties contained in Article III above or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in any Basic Document. Such Purchaser understands and acknowledges that its purchase of the Purchased Common Stock involves a high degree of risk and uncertainty. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its purchase of the Purchased Common Stock.

(c) Legends. Such Purchaser understands and acknowledges that, until such time as the Purchased Common Stock has been registered pursuant to the provisions of the Securities Act, or the Purchased Common Stock is eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Purchased Common Stock will bear the following restrictive legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT.”

(d) Purchase Representation. Such Purchaser is purchasing the Purchased Common Stock for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser understands and acknowledges that the shares of Purchased Common Stock it is purchasing are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from Concho in a transaction not involving a public offering. Such Purchaser has been advised and understands and acknowledges that the Purchased Common Stock has not been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act).

(e) Reliance Upon Purchaser’s Representations and Warranties. Such Purchaser understands and acknowledges that the Purchased Common Stock is being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws, and that Concho, the Placement Agent and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to Concho, are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth in this Agreement (i) in concluding that the offer and sale of the Purchased Common Stock is a “private offering” and, as such, is exempt from the registration requirements of the Securities Act, and (ii) to determine the applicability of such exemptions in evaluating the suitability of such Purchaser to purchase the Purchased Common Stock.

Section 4.06. No Side Agreements. Except for the confidentiality agreements entered into by and between such Purchaser and Concho or the Placement Agent, there are no other agreements by, among or between such Purchaser and any of its Affiliates, on the one hand, and Concho or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby (other than the Basic Documents), and there are no promises or inducements for future transactions by, among or between such Purchaser and any of its Affiliates, on the one hand, and Concho and any of its Affiliates, on the other hand.

Section 4.07. Short Selling. Such Purchaser represents and warrants that it has not entered into any Short Sales of the Common Stock owned by it between the time it first began discussions with Concho or the Placement Agent about the transactions contemplated by this Agreement and the date hereof.

Section 4.08. Financial Resources. Such Purchaser has, and will have at the Closing, the financial resources available to purchase the Purchased Common Stock set forth opposite its name on Schedule 2.01 of this Agreement, to close the transactions contemplated by this Agreement on the Closing Date without any financing contingency and to perform its post-Closing obligations hereunder.

ARTICLE V
COVENANTS

Section 5.01. Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Common Stock, taken as a whole, from the date of this Agreement until the Lock-Up Date, Concho shall not, and shall cause its directors, officers and Affiliates that are under the control of Concho not to, grant, issue or sell any Common Stock or other equity or voting securities of Concho, any securities convertible into or exchangeable therefore or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of the Purchased Common Stock, (ii) the issuance of Awards (as defined in Concho’s 2006 Stock Incentive Plan) or the issuance of Common Stock upon the exercise of options to purchase Common Stock granted pursuant to Concho’s existing 2006 Stock Incentive Plan, (iii) the entrance by any of Concho’s officers or directors into any Rule 10b5-1 plans, so long as no sales occur under such Rule 10b5-1 plans prior to the Lock-Up Date, (iv) sales by any of Concho’s officers or directors of shares of Common Stock in accordance with Rule 10b5-1 plans in existence as of the date of this Agreement or (v) sales of Common Stock for the purposes of satisfying tax liabilities associated with the vesting or exercise of awards of Common Stock granted pursuant to Concho’s existing 2006 Stock Incentive Plan. Notwithstanding the foregoing, Concho shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Common Stock in a manner that would require the registration under the Securities Act of the sale of the Purchased Common Stock to the Purchasers.

Section 5.02. Taking of Necessary Action. Each of the Parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, Concho and each Purchaser will, and Concho shall cause each of its Subsidiaries to, use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the Purchasers or Concho, as the case may be, advisable for the consummation of the transactions contemplated by the Basic Documents.

Section 5.03. Non-Disclosure; Interim Public Filings. Concho shall, on or before 9:00 a.m., New York time, on or before the first Business Day following the date of this Agreement, issue a press release disclosing the terms of the transactions contemplated by this Agreement and the Marbob Acquisition Agreement. Before 9:00 a.m., New York time, on or before the first Business Day following the date of this Agreement, Concho shall file a Current Report on Form 8-K with the Commission (the “8-K Filing”) describing the terms of the transactions contemplated by the Basic Documents and including as exhibits to such 8-K Filing this

Agreement and the Marbob Acquisition Agreement, in the form required by the Exchange Act. Thereafter, Concho shall timely file any filings and notices required by the Commission or applicable Law with respect to the transactions contemplated by this Agreement and provide copies thereof to the Purchasers promptly after filing if such filings or policies are not available to the Purchasers through ▇▇▇▇▇. Except with respect to the 8-K Filing and the press release referenced above (a copy of which will be provided to the Purchasers for their review as early as practicable prior to its issuance), Concho shall, at least two (2) Business Days prior to the filing or dissemination of any disclosure required by this Section 5.03, provide a copy thereof to the Purchasers for their review. Concho and the Purchasers shall consult with each other in issuing any press releases or otherwise making public statements or filings and other communications with the Commission or any regulatory agency or The New York Stock Exchange (or other exchange on which securities of Concho are listed or traded) with respect to the transactions contemplated by this Agreement. Notwithstanding the foregoing, Concho shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any press release, without the prior written consent of such Purchaser except to the extent the names of the Purchasers are included in this Agreement (including Schedules and Exhibits to this Agreement) filed as an exhibit to the 8-K Filing and the press release referred to in the first sentence of this Section 5.03. Concho shall not, and shall cause each of its Representatives not to, provide any Purchaser with any material non-public information regarding Concho from and after the issuance of the above-referenced press release without the express written consent of such Purchaser.

Section 5.04. Use of Proceeds. Concho shall use the collective proceeds from the sale of the Purchased Common Stock to partially finance the Marbob Acquisition.

Section 5.05. Tax Information. Concho shall cooperate with the Purchasers and provide the Purchasers with any reasonably requested tax information related to their ownership of the Purchased Common Stock.

Section 5.06. Short Selling Acknowledgement and Agreement. Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of Short Sales of securities “against the box” prior to the effective date of a registration statement is a violation of Section 5 of the Securities Act. Each Purchaser agrees, severally and not jointly, that it will not engage in any Short Sales that result in the disposition of the Common Stock acquired hereunder by the Purchaser until such time as the Registration Statement (as defined in the Registration Rights Agreement) is declared or deemed effective by the Commission. No Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of Concho (other than with respect to the Common Stock acquired hereunder) owned by such Purchaser or borrowed from a broker after the date the press release contemplated by Section 5.03 of this Agreement is issued by Concho.

ARTICLE VI
CLOSING CONDITIONS

Section 6.01. Conditions to the Closing.

(a) Mutual Conditions. The respective obligation of each Party to consummate the purchase and issuance and sale of the Purchased Common Stock shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

(i) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal;

(ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and

(iii) all closing conditions (other than payment of the purchase price) required to consummate the Marbob Acquisition have been satisfied or waived, and the parties to the Marbob Acquisition Agreement are prepared to consummate the Marbob Acquisition substantially on the terms set forth therein.

(b) Each Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase of its Purchased Common Stock shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Purchaser on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

(i) Concho shall have performed and complied with the covenants and agreements contained in this Agreement in all material respects that are required to be performed and complied with by Concho on or prior to the Closing Date;

(ii) the representations and warranties of Concho contained in this Agreement that are qualified by materiality or Concho Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);

(iii) since the date of this Agreement, no Concho Material Adverse Effect shall have occurred and be continuing;

(iv) the Purchased Common Stock shall have been approved for listing on The New York Stock Exchange, and no notice of delisting from The New York Stock Exchange shall have been received by Concho with respect to the Common Stock; and

(v) Concho shall have delivered, or caused to be delivered, to the Purchasers at the Closing, Concho’s closing deliveries described in Section 6.02 of this Agreement.

(c) Concho’s Conditions. The obligation of Concho to consummate the sale of the Purchased Common Stock to each of the Purchasers shall be subject to the satisfaction on or prior to the Closing Date of the following conditions with respect to each Purchaser individually and not the Purchasers jointly (which may be waived by Concho in writing, in whole or in part, to the extent permitted by applicable Law):

(i) such Purchaser shall have performed and complied with the covenants and agreements contained in this Agreement in all material respects that are required to be performed and complied with by that Purchaser on or prior to the Closing Date;

(ii) the representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality or Purchaser Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);

(iii) since the date of this Agreement, no Purchaser Material Adverse Effect with respect to such Purchaser shall have occurred and be continuing; and

(iv) such Purchaser shall have delivered, or caused to be delivered, to Concho at the Closing, its closing deliveries described in Section 6.03 of this Agreement.

Section 6.02. Concho Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Concho will deliver, or cause to be delivered, to each Purchaser:

(a) the Purchased Common Stock by delivering certificates (bearing the legend set forth in Section 4.05(c)) evidencing such Purchased Common Stock at the Closing, all free and clear of any Liens, encumbrances or interests of any other party;

(b) the Officer’s Certificate substantially in the form attached to this Agreement as Exhibit C;

(c) opinions addressed to the Purchasers from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to Concho, and from the General Counsel of Concho, each dated the Closing Date, substantially similar in substance to the form of opinions attached to this Agreement as Exhibit B;

(d) the Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by Concho;

(e) a certificate of the Secretary of Concho dated as of the Closing Date substantially in the form attached to this Agreement as Exhibit E;

(f) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the due organization and good standing in the State of Delaware of Concho; and

(g) a cross receipt, dated the Closing Date, executed by Concho and delivered to each Purchaser, certifying that Concho has received the Purchase Price with respect to the Purchased Common Stock issued and sold to all Purchasers, substantially in the form attached to this Agreement as Exhibit F.

Section 6.03. Purchaser Deliveries. At the Closing, subject to the terms and conditions of this Agreement, each Purchaser will deliver, or cause to be delivered, to Concho:

(a) the Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A, which shall have been duly executed by such Purchaser;

(b) an Officer’s Certificate substantially in the form attached to this Agreement as Exhibit D;

(c) payment of the Common Stock Price for each share of Purchased Common Stock being purchased by such Purchaser by wire transfer of immediately available funds to an account designated by Concho at least twenty four (24) hours prior to 9:30 a.m., New York time, on the Closing Date; and

(d) a cross receipt, dated the Closing Date, executed by such Purchaser and delivered to Concho, certifying that such Purchaser has received its Purchased Common Stock, substantially in the form attached to this Agreement as Exhibit F.

ARTICLE VII
INDEMNIFICATION, COSTS AND EXPENSES

Section 7.01. Indemnification by Concho. Concho agrees to indemnify each Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them, whether or not involving a third party claim, as a result of, arising out of or in any way related to (i) any actual or proposed use by Concho of the proceeds of any sale of the Purchased Common Stock or (ii) the breach of any of the representations, warranties or covenants of Concho contained herein; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty.

Section 7.02. Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Concho and its Representatives (collectively, “Concho Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in

connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them, whether or not involving a third party claim, as a result of, arising out of or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein; provided that such claim related to indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty.

Section 7.03. Indemnification Procedure. Promptly after any Concho Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such claim or the commencement of such action or proceeding, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the Indemnified Party.

ARTICLE VIII
MISCELLANEOUS

Section 8.01. Interpretation. Article, Section, Schedule and Exhibit references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever Concho has an obligation under the Basic Documents, the expense of complying with such obligation shall be an expense of Concho unless otherwise specified. Whenever any determination, consent or approval is to be made or given by a Purchaser under this Agreement, such action shall be in such Purchaser’s sole discretion unless otherwise specified. If any provision in the Basic Documents is held to be illegal, invalid, not binding or unenforceable, such provision shall be fully severable, and the Basic Documents shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of the Basic Documents, and the remaining provisions shall remain in full force and effect. The Basic Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.

Section 8.02. Survival of Provisions. The representations and warranties set forth in this Agreement shall survive the execution and delivery of this Agreement indefinitely. The covenants made in this Agreement or any other Basic Document shall survive the closing of the transactions described herein and remain operative and in full force and effect regardless of acceptance of any of the Purchased Common Stock and payment therefor and repayment, conversion, exercise or repurchase thereof. All indemnification obligations of Concho and the Purchasers pursuant to Section 3.11, Section 4.04 and Article VII of this Agreement shall remain operative and in full force and effect unless such obligations are expressly terminated in a writing by the Parties referencing the particular Article or Section, regardless of any purported general termination of this Agreement.

Section 8.03. No Waiver; Modifications in Writing.

(a) Delay. No failure or delay on the part of any Party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a Party at Law or in equity or otherwise.

(b) Specific Waiver. Except as otherwise provided in this Agreement or the Registration Rights Agreement, no amendment, waiver, consent, modification or termination of any provision of this Agreement or any other Basic Document shall be effective unless signed by each of the Parties or each of the original signatories thereto affected by such amendment, waiver, consent, modification or termination. Any amendment, supplement or modification of or to any provision of this Agreement or any other Basic Document, any waiver of any provision of this Agreement or any other Basic Document and any consent to any departure by Concho from the terms of any provision of this Agreement or any other Basic Document shall be effective only in the specific instance and for the specific purpose for which made or given. Except where

notice is specifically required by this Agreement, no notice to or demand on any Party in any case shall entitle any Party to any other or further notice or demand in similar or other circumstances.

Section 8.04. Binding Effect; Assignment.

(a) Binding Effect. This Agreement shall be binding upon Concho, each Purchaser, and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the Parties to this Agreement and as provided in Article VII, and their respective successors and permitted assigns.

(b) Assignment of Purchased Common Stock. All or any portion of a Purchaser’s Purchased Common Stock purchased pursuant to this Agreement may be sold, assigned or pledged by such Purchaser, subject to compliance with applicable securities Laws and the Registration Rights Agreement.

(c) Assignment of Rights. Each Purchaser may assign all or any portion of its rights and obligations under this Agreement without the consent of Concho to any Affiliate of such Purchaser, and the assignee shall be deemed to be a Purchaser hereunder with respect to such assigned rights or obligations and shall agree to be bound by the provisions of this Agreement. Except as expressly permitted by this Section 8.04(c), such rights and obligations may not otherwise be transferred except with the prior written consent of Concho (which consent shall not be unreasonably withheld), in which case the assignee shall be deemed to be a Purchaser hereunder with respect to such assigned rights or obligations and shall agree to be bound by the provisions of this Agreement.

Section 8.05. Confidentiality and Non-Disclosure. Notwithstanding anything herein to the contrary, each Purchaser that has executed a confidentiality agreement in favor of Concho shall continue to be bound by such confidentiality agreement in accordance with the terms thereof until the 8-K Filing required by Section 5.03 of this Agreement.

Section 8.06. Communications. All notices and demands provided for hereunder shall be in writing and shall be given by regular mail, registered or certified mail, return receipt requested, facsimile, air courier guaranteeing overnight delivery, electronic mail or personal delivery to the following addresses:

	(a)		If to Capital World:

			Name: The Growth Fund of America, Inc. c/o Capital Research and Management Company
			Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
			Attention: ▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇@▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

	(b)		If to Fidelity:

			Name: ▇▇▇▇▇▇ ▇▇▇▇
			Address: ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
			Attention: ▇▇▇▇▇▇ ▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇.▇▇▇

	(c)		If to ▇▇▇▇ ▇▇▇▇▇: Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

	(d)		If to Canada Pension Plan Investment Board: Name: ▇▇▇▇▇ ▇▇▇▇ Address: ▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ Attention: Chief Financial Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇@▇▇▇▇▇.▇▇

	(e)		If to S.A.C. Capital Associates, LLC or CR Intrinsic Investments, LLC: Name: c/o S.A.C. Capital Advisors, L.P. Address: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel/Chief Financial Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇.▇▇▇; ▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

	(f)		If to ▇. ▇▇▇▇ Price Associates Inc.: Name: ▇. ▇▇▇▇ Price Associates, Inc.

			Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇, Vice President and Senior Legal Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

	(g)		If to Baron Asset Fund: Name: Baron Asset Fund, c/o BAMCO, Inc. Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

	(h)		If to Eton Park Fund, LP or Eton Park Master Fund, Ltd.: Name: Eton Park Capital Management, LP Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

	(i)		If to ▇▇▇▇▇▇▇▇:

			Name: ▇▇▇▇▇▇▇▇ & Company, LLC
			Address: 26^th Floor, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
			Attention: ▇▇▇▇ ▇▇▇▇▇, Chief Financial Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

	(j)		If to Citadel Global Equities Master Fund Ltd. or LMA SPC for and on behalf of Map 86 Segregated Portfolio:

			Name: c/o Citadel LLC
			Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
			Attention: Legal Department Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: with a mandatory copy sent via email to: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

(k)

If to Concho:

Concho Resources Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy to:

▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P.
2500 First City Tower
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

or to such other address as Concho or such Purchaser may designate in writing. All notices and communications shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii) upon actual receipt, if sent by registered or certified mail, return receipt requested, or regular mail, if mailed; (iii) when receipt acknowledged, if sent via facsimile; and (iv) upon actual receipt when delivered to an air courier guaranteeing overnight delivery or via electronic mail.

Section 8.07. Removal of Legend. Concho shall remove the legend described in Section 4.05(c) from the certificates evidencing the Purchased Common Stock at the request of a Purchaser submitting to Concho such certificates, together with such other documentation as may be reasonably requested by Concho or required by its transfer agent, unless Concho, with the advice of counsel, reasonably determines that such removal is inappropriate; provided that no opinion of counsel from such Purchaser shall be required in the event a Purchaser is effecting a sale of such Purchased Common Stock pursuant to Rule 144 under the Securities Act or an effective registration statement. Concho shall cooperate with such Purchaser to effect removal of such legend. The legend described in Section 4.05(c) shall be removed and Concho shall cause the Transfer Agent to issue a certificate without such legend to the holder of Purchased Common Stock upon which it is stamped, if, unless otherwise required by state securities Laws, (i) such shares of Purchased Common Stock are sold pursuant to an effective Registration Statement, (ii) in connection with a sale, assignment or other transfer, such holder provides Concho with an opinion of a law firm reasonably acceptable to Concho (with any law firm set forth under Section 8.06 being deemed acceptable), in a generally acceptable form, to the effect that such sale, assignment or transfer of such Purchased Common Stock may be made without registration under the applicable requirements of the Securities Act, or (iii) such holder provides Concho with reasonable assurance that such Purchased Common Stock can be sold, assigned or transferred pursuant to Rule 144 under the Securities Act. If Concho shall fail for any reason or for no reason to issue to the holder of such Purchased Common Stock within three (3) trading days after the occurrence of any of clause (i), clause (ii) or clause (iii) above a certificate without

such legend or if Concho fails to deliver unlegended Purchased Common Stock within three (3) trading days of the Purchaser’s election to receive such unlegended Purchased Common Stock pursuant to clause (y) below, and if on or after such trading day the holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the holder of such Purchased Common Stock that the holder anticipated receiving without legend from Concho (a “Buy-In”), then Concho shall, within three (3) Business Days after the holder’s request and in the holder’s discretion, either (x) pay cash to the holder in an amount equal to the holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased (the “Buy-In Price”), at which point Concho’s obligation to deliver such unlegended Purchased Common Stock shall terminate, or (y) promptly honor its obligation to deliver to the holder such unlegended Purchased Common Stock as provided above and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock and (B) the closing bid price on the date of such holder’s purchase.

Section 8.08. Entire Agreement. The Basic Documents are intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties hereto and thereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein with respect to the rights granted by Concho or a Purchaser set forth herein or therein. The Basic Documents supersede all prior agreements and understandings between the Parties with respect to such subject matter.

Section 8.09. Governing Law. This Agreement will be construed in accordance with and governed by the Laws of the State of Delaware without regard to principles of conflicts of Laws.

Section 8.10. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute the same Agreement.

Section 8.11. Termination.

(a) This Agreement may be terminated:

(i) by mutual written consent of Concho and the Purchasers entitled to purchase a majority of the Purchased Common Stock based on the total Commitment Amounts at any time prior to the Closing;

(ii) by either Concho or the Purchasers entitled to purchase a majority of the Purchased Common Stock based on the total Commitment Amounts if the Closing has not been consummated on or before November 30, 2010; provided, that no Party may terminate this Agreement pursuant to this Section 8.11(a)(ii) if such Party’s failure to fulfill any of its obligations under this Agreement shall have been the reason that the Closing shall not have occurred on or before such date;

(iii) by either Concho or the Purchasers entitled to purchase a majority of the Purchased Common Stock based on the total Commitment Amounts if any court of competent jurisdiction in the United States or any other Governmental Authority shall have issued a final order, decree or ruling or taken any other financial action restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and such order, decree, ruling or other action is or shall have become final and nonappealable;

(iv) by Concho if there shall have been a breach of any representation, warranty or covenant on the part of any Purchaser set forth in this Agreement, or if any such representation or warranty of a Purchaser shall have become untrue, in either case, such that the conditions set forth in Section 6.01(c) would be incapable of being satisfied by November 30, 2010 and such Purchaser has not cured such breach or inaccuracy within twenty (20) Business Days after receipt of written notice thereof from Concho; provided, that Concho is not then in breach of any of its obligations under this Agreement; and

(v) by the Purchasers entitled to purchase a majority of the Purchased Common Stock based on the total Commitment Amounts if there shall have been a breach of any representation, warranty or covenant on the part of Concho set forth in this Agreement, or if any such representation or warranty of Concho shall have become untrue, in either case, such that the conditions set forth in Section 6.01(b) would be incapable of being satisfied by November 30, 2010 and Concho has not cured such breach or inaccuracy within twenty (20) Business Days after receipt of written notice thereof from the Purchasers; provided, that no Purchaser is then in breach of any of its obligations under this Agreement.

(b) Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate on or any time prior to the Closing if the Marbob Acquisition Agreement shall have been terminated pursuant to its terms.

(c) In the event of the termination of this Agreement by either Concho or the Purchasers as provided in Section 8.11(a) or in accordance with Section 8.11(b):

(i) except as set forth in Section 8.02, this Agreement shall become null and void and have no further force or effect, but the Parties shall not be released from any liability arising from or in connection with any breach hereof occurring prior to such termination; and

(ii) the confidentiality agreements entered into by and between each of the Purchasers and Concho shall remain in effect.

Section 8.12. Recapitalization, Exchanges, Etc. Affecting the Purchased Common Stock. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all Common Stock of Concho or any successor or assign of Concho (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution of the Purchased Common Stock, and shall be appropriately

adjusted for combinations, stock splits, recapitalizations and the like occurring after the date of this Agreement.

Section 8.13. Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Purchasers (and their permitted assignees) and Concho shall have any obligation hereunder and that, notwithstanding that one or more of the Purchasers may be a corporation, partnership or limited liability company, no recourse under the Basic Documents or under any documents or instruments delivered in connection therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or Concho or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or Concho or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Purchasers and Concho under the Basic Documents or any documents or instruments delivered in connection therewith or for any claim based on, in respect of or by reason of such obligation or its creation.

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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.


	CONCHO RESOURCES INC.
	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Chief Executive Officer and President