Purchase Agreement

Gulfport Energy Corporation ("Gulfport") previously reported that on October 17, 2012, it completed a private placement of $250 million aggregate principal amount of its 7.750% senior notes due 2020 (the "Existing Notes"). On December 18, 2012, Gulfport and certain subsidiary guarantors entered into a Purchase Agreement (the "Purchase Agreement") with Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers named in the Purchase Agreement, in connection with the issuance and sale by Gulfport of additional $50.0 million in aggregate principal amount of 7.750% Senior Notes Due 2020 (the "New Notes," and together with the Existing Notes, the "Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act (the "Note Offering"). The Note Offering closed on December 21, 2012. The New Notes were issued as additional securities under an existing indenture, dated October 17, 2012, among Gulfport, subsidiary guarantors and Wells Fargo Bank, National Association, as trustee (the "Indenture"). The New Notes and the Existing Notes will be treated as a single class of debt securities under the Indenture. Gulfport expects to use the net proceeds from the Note Offering for general corporate purposes, including the funding of a portion of its 2013 capital development plan. The Notes are general unsecured senior obligations of Gulfport, are guaranteed on a senior unsecured basis by certain of Gulfport's subsidiaries and pay interest semi-annually. Gulfport and its subsidiary guarantors have agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the initial purchasers may be required to make because of any of such liabilities. Under the Purchase Agreement, the Company also agreed to a 90-day lock-up with respect to, among other things, an offer, sale or other disposition of its U.S. dollar-denominated debt securities, subject to certain exceptions.

An affiliate of Scotia Capital (USA) Inc. acts as administrative agent, letter of credit issuer and sole lead manager and affiliates of each of Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., IBERIA Capital Partners L.L.C. and KeyBanc Capital Markets Inc. act as lenders under Gulfport's senior secured credit facility. Credit Suisse Securities (USA) LLC acted as an underwriter for the initial public offering of Diamondback Energy, Inc.
("Diamondback"), in connection with which transaction (the "Diamondback IPO")
Gulfport contributed to Diamondback all of its oil and natural gas interests in the Permian Basin acreage in exchange for the shares of Diamondback's common stock and certain other consideration. In addition, Credit Suisse Securities (USA) LLC acted as an initial purchaser in Gulfport's offering of the Existing Notes and is acting as an underwriter in Gulfport's concurrent equity offering pursuant to the underwriting agreement described below. Additionally, Scotia Capital (USA) Inc., Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc. and IBERIA Capital Partners L.L.C. each acted as an initial purchaser in Gulfport's offering of the Existing Notes. Also, an affiliate of Scotia Capital (USA) Inc. acted as an underwriter in the Diamondback IPO. Certain of the initial purchasers or their affiliates that have a lending relationship with Gulfport routinely hedge, and certain other of those initial purchasers or their affiliates may hedge, their credit exposure to Gulfport consistent with their customary risk management policies.

The preceding summary of the Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

Registration Rights Agreement

As contemplated by the Purchase Agreement, in connection with the closing of the Note Offering, Gulfport and its subsidiary guarantors entered into a Registration Rights Agreement, dated as of December 21, 2012 (the "Registration Rights Agreement"), under which Gulfport agreed to file a registration statement with respect to an offer to exchange the New Notes for a new issue of substantially identical debt securities registered under the Securities Act. Under the Registration Rights Agreement, Gulfport also agreed to use its commercially reasonable efforts to have the registration statement declared . . .

The information set forth in Item 1.01 above with respect to the Note Offering and the Credit Agreement is incorporated herein by reference, as applicable.

The information set forth in, or incorporated by reference from prior filings into, Item 1.01 above with respect to the Indenture's limitations on the payment of dividends, redemption of stock or other distributions to Gulfport's stockholders is incorporated herein by reference.

On December 19, 2012, Gulfport issued a press release announcing the pricing of the underwritten public offering of shares of its common stock. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Gulfport is filing a legal opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., attached as Exhibit 5.1 to this Current Report on Form 8-K, to incorporate such opinion by reference into the Shelf Registration Statement and into the Prospectus.

(d) Exhibits.

Number      Exhibit
  1.1*      Purchase Agreement, dated as of December 18, 2012, among Gulfport
            Energy Corporation, subsidiary guarantors party thereto and Credit
            Suisse Securities (USA) LLC, as representative of the several initial
            purchasers.

  1.2*      Underwriting Agreement, dated December 18, 2012, by and between
            Gulfport Energy Corporation and Credit Suisse Securities (USA) LLC, as
            representative of the several underwriters named therein.

  4.1       Indenture, dated as of October 17, 2012, among Gulfport Energy
            Corporation, subsidiary guarantors party thereto and Wells Fargo Bank,
            National Association, as trustee (including the form of Gulfport
            Energy Corporation's 7.750% Senior Note Due November 1, 2020)
            (incorporated by reference from Gulfport's Current Report on Form 8-K
            filed with the SEC on October 23, 2012).


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  4.2*        First Supplemental Indenture, dated December 21, 2012, among Gulfport
              Energy Corporation, subsidiary guarantors party thereto and Wells
              Fargo Bank, National Association, as trustee.

  4.3*        Registration Rights Agreement, dated as of December 21, 2012, among
              Gulfport Energy Corporation, subsidiary guarantors party thereto and
              Credit Suisse Securities (USA) LLC, as representative of the several
              initial purchasers.

  5.1*        Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

  10.1*       Seventh Amendment to Credit Agreement, effective as of December 18,
              2012, among Gulfport Energy Corporation, as borrower, The Bank of
              Nova Scotia, as administrative agent and letter of credit issuer and
              lead arranger, and certain lenders and agents party thereto.

  23.1*       Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
              Exhibit 5.1).

  99.1**      Press release, dated December 19, 2012, entitled "Gulfport Energy
              Corporation Announces Pricing of Common Stock Offering."

* Filed herewith.

** Furnished herewith.