AGREEMENT AND PLAN OF MERGER AMONG CIMAREX ENERGY CO. ("PARENT"), CIMAREX NEVADA ACQUISITION CO. ("MERGER SUB") AND MAGNUM HUNTER RESOURCES, INC. ("COMPANY") JANUARY 25, 2005Agreement and Plan of Merger • January 28th, 2005 • Cimarex Energy Co • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger (this "Agreement") is made and entered into as of January 25, 2005, by and among Cimarex Energy Co., a Delaware corporation ("Parent"); Cimarex Nevada Acquisition Co., a Nevada corporation and a wholly-owned subsidiary of Parent ("Merger Sub"); and Magnum Hunter Resources, Inc., a Nevada corporation (the "Company").
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • January 28th, 2005 • Cimarex Energy Co • Crude petroleum & natural gas • Delaware
THIS STOCKHOLDER VOTING AGREEMENT (this "Agreement") is made, entered into, and effective as of January 25, 2005 by and among Cimarex Energy Co., a Delaware corporation (the "Cimarex"), and the persons listed on Schedule A (Stockholders) to this Agreement (each, a "Stockholder" and, collectively, the "Stockholders").
