0001104659-07-067795 Sample Contracts

3,250,000 Shares of Common Stock Underwriting Agreement
Exco Resources Inc • September 10th, 2007 • Crude petroleum & natural gas • New York

Ares Corporate Opportunities Fund, L.P. (the “Selling Stockholder”) proposes to sell to J.P. Morgan Securities Inc. (the “Underwriter”) an aggregate of 3,250,000 shares (the “Shares”) of common stock, par value $0.001 per share (the “Stock”), of EXCO Resources, Inc., a Texas corporation (the “Company”).

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