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Nominating & Governance Committee Charter

Adopted by the Board of Directors on
March 11, 2008

The primary functions of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Abraxas Petroleum Corporation (the "Company"), are to develop and maintain the corporate governance policies of the Company and to assist the Board in (i) identifying, screening and recruiting qualified individuals to become Board members and (ii) determining the composition of the Board and its committees including recommending nominees for annual stockholders' meetings or to fill vacancies on the Board. The Committee shall also assist the Board in assessing the Board's effectiveness.

The Committee shall be comprised of not less than three (3) members, all of whom must qualify as independent directors under the rules and regulations of the exchange(s) on which the Company's securities are listed or quoted and any other applicable laws, rules or regulations and must be free of any relationship that may interfere with the exercise of their independence and judgment.

The members of the Committee shall be appointed annually by the Board at a duly convened meeting of the Board. The Chairman of the Committee (the "Chairman") shall be appointed by the Chairman of the Board. The members of the Committee will serve until their resignation, retirement, removal by the Board or until their successors shall be duly appointed and qualified. No member of the Committee may be removed except by the vote of the Board, and no reduction in the number of members constituting the full Committee should have the effect of reducing the term of any incumbent member.

The Committee shall meet at least annually, or more frequently as circumstances dictate. In addition, the Chairman of the Board or any Committee member may call a special meeting of the Committee. At such meetings, the Committee may request that any directors, officers or employees of the Company attend to provide such pertinent information as the Committee requests. A majority of the members of the Committee shall constitute a quorum.

At least annually, the Committee shall report on meetings thereof to the Board, including a description of all actions taken by the Committee at the meeting. The Committee shall keep written minutes of its meetings and such minutes shall be maintained with the books and records of the Company.

The Committee shall have the power to perform the following:

Implement Corporate Governance Policies

1. Provide recommendations to the Board to enhance the Board's effectiveness, including with respect to the timing, amount and content of information distributed to Board members, the size and composition of the Board, and the frequency of Board meetings.

2. Develop and review on an annual basis, or more frequently if appropriate, the corporate governance policies of the Company to ensure that such policies are appropriate for the Company and comply with the applicable laws, regulations, and listing standards, and to recommend any changes as necessary to the Board.

3. Appoint subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate. Notwithstanding the foregoing (i) no subcommittee shall consist of fewer than two members, and (ii) the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.

4. Consider any other corporate governance issues that arise from time to time, and develop appropriate recommendations for the Board.

Assess Board Membership Needs and Recommend Board Nominees.
5. Identify candidates for nomination to the Board that will help strengthen and balance the Board, review the qualifications thereof, and nominate candidates to fill vacancies accordingly. 
6. Periodically assess the Board's needs and identify suitable candidates for consideration as nominees to the Board. In identifying any candidates, the Committee shall consider whether each candidate would qualify as independent, and where appropriate, his or her skills, experience, perspective, background and financial expertise and any other qualifications the Committee deems relevant for the effective functioning of the Board having regard for the Company's strategy and the regulatory, fiscal, political and market environments in which the Company operates.

7. Search for, screen, recruit, interview and recommend to the Board the slate of nominees of directors to be elected by the stockholders and any directors to be elected by the Board to fill vacancies and consider management and stockholder recommendations for director candidates, as appropriate. Committee recommendations may include a review of the qualifications of proposed new directors.

8. Adopt policies and procedures relating to the recommendation of nominees by stockholders.

9. Establish and periodically reevaluate criteria concerning tenure and other policies relating to directors service on the Board including whether to recommend incumbent directors for re-election to the Board. Committee recommendations may include a review of the performance and contribution of fellow directors.

Make Recommendations Regarding Committee Memberships

10. Recommend directors to be selected for membership on Board committees. Committee recommendations may consider the qualifications for membership on each committee.

Evaluation of the Board and Management

11. Sponsor and oversee performance evaluations for the Board as a whole, the directors and management.

12. Monitor director performance and provide assistance to directors regarding performance.

13. Develop and implement the orientation and continuing educational programs for all directors, including orientation and training programs for new directors.

The Committee shall conduct a self-evaluation of its performance annually and evaluate whether this Charter appropriately addresses the matters that are or should be within its scope.

In conducting its self-evaluation, the Committee may address all matters that it considers relevant to its performance, including, but not limited to, the following:

1. The adequacy, appropriateness and quality of the information and recommendations presented by management to the Committee and by the Committee to the Board.

2. The manner in which they were discussed or debated.

3. Whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.

The Committee shall report to the Board the results of any self-evaluation, including any recommended amendments to this Charter and any recommended changes to corporate governance policies.

The Committee may conduct or authorize investigations into or studies of matters within the scope of the Committee's authority and responsibilities, and may retain, at the Company's expense, outside advisors, including executive search firms, such as it deems necessary.

The Committee shall have the sole authority to retain or terminate any such outside advisors, and to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have the sole authority to approve related fees and retention terms.

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