0001193125-05-043720 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among ANTERO RESOURCES CORPORATION, XTO ENERGY INC. and XTO BARNETT INC. Dated as of January 9, 2005
Agreement and Plan of Merger • March 7th, 2005 • Xto Energy Inc • Crude petroleum & natural gas • Texas

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 9, 2005, is made by and among Antero Resources Corporation, a Delaware corporation (the “Company”), XTO Energy Inc., a Delaware corporation (“Parent”), and XTO Barnett Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 7th, 2005 • Xto Energy Inc • Crude petroleum & natural gas

This Amendment No. 1 (the “Amendment”) to Agreement and Plan of Merger (the “Merger Agreement”) dated January 9, 2005, by and among Antero Resources Corporation, a Delaware corporation (the “Company”), XTO Energy Inc., a Delaware Corporation (“Parent”), and XTO Barnett Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”), is entered into as of February 3, 2005. Capitalized terms used in this Amendment and not otherwise defined have the meanings given them in the Merger Agreement.

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