RIPTIDE SOFTWARE, INC., CONVERTIBLE SUBORDIANTE NOTE

Exhibit 10.2

CONTRIBUTION AGREEMENT

APPROACH RESOURCES INC.,

APPROACH OIL & GAS INC.,

APPROACH OIL & GAS INC.,

LUBAR EQUITY FUND, LLC,

YORKTOWN ENERGY PARTNERS VII, L.P.

and

June 29, 2007

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
ARTICLE II. CONTRIBUTION TRANSACTION			9
2.1 Contribution of AOG Common Stock to ARI			9
2.2 Contribution of Neo Canyon Assets to ARI			9
2.3 Contribution of Lubar Note to ARI			9
2.4 Contribution of Yorktown Note to ARI			9
2.5 Issuance of New Certificates			9
2.6 Certificate Legends			9
2.7 Fractional Shares			10
2.8 Certain Adjustments			10
2.9 Proration of Costs and Revenues			10
2.10 Receipts Not Reflected			10
2.11 Expenses Not Reflected			11
2.12 Transfer Taxes			11
ARTICLE III. CLOSING			11
3.1 Time and Place			11
3.2 Deliveries at Closing			12
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF AOG			12
4.1 Organization and Power			12
4.2 Authorizations; Execution and Validity			12
4.3 Capitalization			12
4.4 Financial Statements; Other Financial Data			13
4.5 Consents			13
4.6 No Defaults or Conflicts			14
4.7 Agreements, Contracts and Commitments			14
4.8 Litigation			14
4.9 ERISA Compliance; Labor			14
4.10 Taxes			15
4.11 Brokers			16
4.12 Absence of Certain Changes or Events			16
4.13 Compliance with Laws			16
4.14 Transactions with Related Parties			16
4.15 Agents			17
4.16 Books and Records			17
4.17 Information Furnished			17
4.18 Directors and Officers			17
4.19 Bank Accounts			17
4.20 Owned Real Property			17

TABLE OF CONTENTS

		Page
4.21 Leased Real Property			17
4.22 Insurance			18
4.23 Title to Oil and Gas Properties			18
4.24 Environmental Matters			18
4.25 Patents, Trademarks and Similar Rights			20
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF NEO CANYON			20
5.1 Organization and Power			20
5.2 Authorization; Execution and Validity			20
5.3 Consents			20
5.4 No Defaults or Conflicts			21
5.5 Brokers			21
5.6 Litigation			21
5.7 Title to the Neo Canyon Oil and Gas Properties			21
5.8 Environmental Matters			21
5.9 Taxes and Assessments			22
5.10 Outstanding Capital Commitments			23
5.11 Compliance with Laws			23
5.12 Forward Sales			23
5.13 Properties			23
5.14 Consents and Preferential Purchase Rights			23
5.15 Contracts			23
5.16 Intentionally Omitted			23
5.17 Intentionally Omitted			24
5.18 Intellectual Property			24
5.19 Accredited Investor			24
5.20 Restricted Securities			24
5.21 Investment Intent			24
ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF THE AOG STOCKHOLDERS, LUBAR AND YORKTOWN VII			24
6.1 Organization and Good Standing			24
6.2 Authority and Enforceability			25
6.3 No Conflict; Required Filings and Consents			25
6.4 Ownership			25
6.5 Accredited Investor			25
6.6 Restricted Securities			25
6.7 Investment Intent			26
ARTICLE VII. REPRESENTATIONS AND WARRANTIES OF ARI			26
7.1 Organization and Power			26
7.2 Authorizations; Execution and Validity			26
7.3 Capitalization			27
7.4 Financial Statements; Other Financial Data			28

TABLE OF CONTENTS

		Page
7.5 Consents			28
7.6 No Defaults or Conflicts			28
7.7 Agreements, Contracts and Commitments			28
7.8 Litigation			29
7.9 ERISA Compliance; Labor			29
7.10 Taxes			29
7.11 Brokers			30
7.12 Absence of Certain Changes or Events			30
7.13 Compliance with Laws			30
7.14 Transactions with Related Parties			31
7.15 Agents			31
7.16 Books and Records			31
7.17 Information Furnished			31
7.18 Directors and Officers			32
7.19 Bank Accounts			32
7.20 Owned Real Property			32
7.21 Leased Real Property			32
7.22 Insurance			32
7.23 Title to Oil and Gas Properties			33
7.24 Environmental Matters			33
7.25 Patents, Trademarks and Similar Rights			34
7.26 Plugging and Abandonment			34
7.27 Additional Drilling Obligations			34
7.28 Gas Imbalances			34
ARTICLE VIII. COVENANTS			34
8.1 Ordinary Course of Business			34
8.2 AOG Restricted Activities and Transactions			35
8.3 Neo Canyon Restricted Activities and Transactions			36
8.4 HSR and Other Regulatory Matters			37
8.5 Commercially Reasonable Efforts			37
8.6 New ARI Charter			38
8.7 Officers and Directors			38
8.8 Access to Information			38
8.9 Section 351			38
8.10 ARI Registration Statement			38
8.11 Blue Sky			39
8.12 Notification Of Certain Matters			39
8.13 Consents and Preferential Rights			39
8.14 Assumption and Indemnification			39
8.15 Indemnification Procedures			41
8.16 Limits on Indemnification			42
8.17 Further Assurances			42
8.18 Over-allotment Option			42

TABLE OF CONTENTS

		Page
ARTICLE IX. CONDITIONS			42
9.1 Conditions to Obligations of Each Party			42
9.2 Conditions to Obligations of Neo Canyon			43
9.3 Conditions to Obligations of ARI			44
9.4 Conditions to Obligations of AOG			45
9.5 Conditions to Obligations of each of the AOG Stockholders, Lubar and Yorktown VII			46
ARTICLE X. TERMINATION			47
10.1 Termination			47
10.2 Effect of Termination			47
10.3 Fees and Expenses			47
ARTICLE XI. MISCELLANEOUS			48
11.1 Waiver And Amendment			48
11.2 Nonsurvival of Representations and Warranties			48
11.3 Assignment			48
11.4 Notices			48
11.5 Governing Law			49
11.6 Severability			49
11.7 Counterparts			49
11.8 Headings			49
11.9 Enforcement Of The Contribution Agreement			50
11.10 Entire Agreement; Third Party Beneficiaries			50
11.11 Certain Assignments			50
11.12 Representation			50
11.13 Joinder			50

EXHIBITS

Exhibit A		—		AOG Oil and Gas Properties – Leases and Wells
Exhibit B		—		ARI Oil and Gas Properties – Leases and Wells
Exhibit C		—		Neo Canyon Oil and Gas Properties – Leases and Wells
Exhibit D		—		Form of Conveyance
Exhibit E		—		Registration Rights Agreement

DISCLOSURE SCHEDULES

Schedule 4.3(b)		—		AOG Subsidiaries
Schedule 4.3(c)		—		AOG Stockholders’ Agreements and Voting Trusts
Schedule 4.4		—		AOG Financial Statements
Schedule 4.5		—		AOG Consents
Schedule 4.7		—		AOG Material Contracts
Schedule 4.8		—		AOG Legal Proceedings
Schedule 4.9		—		AOG Employee Benefit Plans
Schedule 4.10		—		AOG Taxes
Schedule 4.12		—		Absence of Certain Changes (AOG)
Schedule 4.14		—		AOG Related Parties
Schedule 4.15		—		AOG Agents
Schedule 4.18		—		AOG Directors and Officers
Schedule 4.19		—		AOG Bank Accounts
Schedule 4.21		—		AOG Real Property Leases
Schedule 4.22		—		AOG Insurance
Schedule 4.23		—		Title to AOG Oil and Gas Properties
Schedule 4.24		—		AOG Environmental Matters
Schedule 4.25		—		AOG Intellectual Property
Schedule 5.3		—		Neo Canyon Consents
Schedule 5.6		—		Neo Canyon Legal Proceedings
Schedule 5.7		—		Title to Neo Canyon Oil and Gas Properties
Schedule 5.8		—		Neo Canyon Environmental Matters
Schedule 5.10		—		Neo Canyon Capital Commitments
Schedule 5.12		—		Neo Canyon Forward Sales
Schedule 5.13		—		Neo Canyon Oil and Gas Properties Subject to Sales Contract
Schedule 5.14		—		Neo Canyon Leases Subject to Consents or Preferential Purchase Rights
Schedule 5.15		—		Neo Canyon Contracts
Schedule 5.18		—		Neo Canyon Intellectual Property
Schedule 7.3(a)		—		ARI Capitalization
Schedule 7.3(b)		—		ARI Subsidiaries
Schedule 7.3(c)		—		ARI Stockholders’ Agreements and Voting Trusts
Schedule 7.4		—		ARI Financial Statements
Schedule 7.5		—		ARI Consents
Schedule 7.7		—		ARI Material Contracts
Schedule 7.8		—		ARI Legal Proceedings

Schedule 7.9		—		ARI Employee Benefit Plans
Schedule 7.10		—		ARI Taxes
Schedule 7.12		—		ARI Financial Statements
Schedule 7.14		—		ARI Related Parties
Schedule 7.15		—		ARI Agents
Schedule 7.18		—		ARI Directors and Officers
Schedule 7.19		—		ARI Bank Accounts
Schedule 7.21		—		ARI Real Property Leases
Schedule 7.22		—		ARI Insurance
Schedule 7.23		—		Title to ARI Oil and Gas Properties
Schedule 7.24		—		ARI Environmental Matters
Schedule 7.25		—		ARI Intellectual Property
Schedule 7.27		—		ARI Additional Drilling Obligations
Schedule 7.28		—		ARI Gas Imbalances
Schedule 8.2		—		Restricted Activities

Execution version

CONTRIBUTION AGREEMENT

     THIS CONTRIBUTION AGREEMENT, dated as of June 29, 2007 (this “ Contribution Agreement ”), is by and among Approach Resources Inc., a Delaware corporation (“ ARI ”), Approach Oil & Gas Inc., a Delaware corporation (“ AOG ”), all of the stockholders of AOG listed on the signature pages hereto (the “ AOG Stockholders ”), Lubar Equity Fund, LLC, a Wisconsin limited liability company (“ Lubar ”), Yorktown Energy Partners VII, L.P., a Delaware limited partnership (“ Yorktown VII ”), and Neo Canyon Exploration, L.P., a Texas limited partnership (“ Neo Canyon ”), and is joined in by J. Cleo Thompson Petroleum Management, L.L.C., a Texas limited liability company and the general partner of Neo Canyon (“ Neo Canyon GP ”).

W I T N E S S E T H:

     WHEREAS, the AOG Stockholders currently own all of the outstanding common stock of AOG and have agreed to transfer to ARI all of the outstanding capital stock of AOG owned by them in exchange for shares of ARI Common Stock;

     WHEREAS, Neo Canyon currently owns certain oil and gas properties in the Ozona Northeast Field located in Crockett and Schleicher Counties, Texas and has agreed to transfer to ARI all of its interest in such oil and gas properties in exchange for shares of ARI Common Stock on the terms and subject to the conditions set forth in this Agreement;

     WHEREAS, the parties intend for the foregoing transfers to qualify under Section 351(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”); and

     WHEREAS, the transactions contemplated by this Contribution Agreement shall be effective upon the consummation of the ARI Initial Public Offering.

     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

     The terms set forth below in this Article I shall have the meanings ascribed to them below or in the part of this Contribution Agreement referred to below:

     “ Acquisition Proposal ” means (i) any proposal for a merger, consolidation or other business combination involving ARI or AOG, (ii) any proposal or offer to acquire in any manner a substantial equity interest in ARI or AOG, (iii) any proposal or offer to acquire in any manner a substantial portion of the ARI Oil and Gas Properties or the AOG Oil and Gas Properties, (iv) any proposal or offer with respect to any recapitalization or restructuring (whether of equity or debt or a combination thereof) with respect to ARI or AOG, or (v) any proposal or offer with respect to any other transaction similar to any of the foregoing with respect to ARI or AOG.

     “ AFEs ” shall have the meaning set forth in Section 5.10 hereto.

     “ Affiliate ” shall have the meaning ascribed to such term in Rule 12b-2 of the general rules and regulations under the Securities Exchange Act of 1934, as in effect on the date of this Contribution Agreement.

     “ Aggregated Group ” has the meaning set forth in Section 4.9(a) hereto.

     “ AOG ” has the meaning set forth in the introductory paragraph hereto.

     “ AOG Audited Financial Statements ” has the meaning set forth in Section 4.4 hereto.

     “ AOG Board ” means the board of directors of AOG.

     “ AOG Common Stock ” means the common stock of AOG, par value $0.01 per share.

     “ AOG Financial Statements ” has the meaning set forth in Section 4.4 hereto.

     “ AOG Oil and Gas Properties ” means all Oil and Gas Properties of AOG or any of its Subsidiaries. Attached hereto as Exhibit A is a description of each Lease belonging to AOG, or in which AOG has an interest, which Exhibit A shall be a part of the definition of “AOG Oil and Gas Properties.” The respective “net revenue interest” and “working interest” of AOG or any of its Subsidiaries in the AOG Oil and Gas Properties described on Exhibit A shall be a part of the definition of “AOG Oil and Gas Properties.”

     “ AOG Preferred Stock ” means the preferred stock of AOG, par value $0.01 per share.

     “ AOG Stockholders ” has the meaning set forth in the introductory paragraph hereto.

     “ AOG Unaudited Balance Sheet ” has the meaning set forth in Section 4.4 hereto.

     “ ARI ” has the meaning set forth in the introductory paragraph hereto.

     “ ARI Audited Financial Statements ” has the meaning set forth in Section 7.4 hereto.

     “ ARI Board ” means the board of directors of ARI.

     “ ARI Bylaws ” means the bylaws of ARI, dated as of September 12, 2002, as amended.

     “ ARI Common Stock ” means the common stock of ARI, par value $0.01 per share, which par value is subject to adjustment in connection with the ARI Initial Public Offering.

     “ ARI Financial Statements ” has the meaning set forth in Section 7.4 hereto.

     “ ARI Initial Public Offering ” means the initial public offering of the ARI Common Stock contemplated by the ARI Registration Statement.

     “ ARI Material Adverse Effect ” means a Material Adverse Effect on ARI, AOG and Neo Canyon, taken as a whole.

     “ ARI Oil and Gas Properties ” means all Oil and Gas Properties of ARI or any of its Subsidiaries. Attached hereto as Exhibit B is a description of each Lease and Well belonging to ARI, or in which ARI has an interest, which Exhibit B shall be a part of the definition of “ARI Oil and Gas Properties.” The respective “net revenue interest” and “working interest” of ARI or any of its Subsidiaries in the ARI Oil and Gas Properties described on Exhibit B shall be a part of the definition of “ARI Oil and Gas Properties.”

     “ ARI Preferred Stock ” means the preferred stock of ARI, par value $0.01 per share.

     “ ARI Registration Statement ” means the Registration Statement on Form S-1 relating to the ARI Common Stock to be filed with the Commission by ARI in accordance with Section 8.9 , and any amendments thereto.

     “ ARI Stockholders ” means the holders of all of the outstanding shares of capital stock of ARI as of the date hereof.

     “ ARI Unaudited Financial Statements ” has the meaning set forth in Section 7.4 hereto.

     “ ARI’s Senior Lender ” means Frost National Bank, N.A.

     “ Basket Amount ” shall have the meaning set forth in Section 8.16 .

     “ Business Day ” means any day other than a Saturday, a Sunday or any other day when banks are not open for business generally in the State of New York.

     “ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act, as amended.

     “ CERCLIS ” means the Comprehensive Environmental Response, Compensation and Liability Information System List.

     “ Closing ” has the meaning set forth in Section 3.1 hereto.

     “ Closing Date ” has the meaning set forth in Section 3.1 hereto.

     “ Code ” has the meaning set forth in the recitals hereto.

     “ Contribution Agreement ” has the meaning set forth in the introductory paragraph hereto.

     “ Commission ” means the U.S. Securities and Exchange Commission.

     “ Conveyance ” shall mean a Conveyance to effect the sale, transfer and conveyance of the Neo Canyon Oil and Gas Properties, substantially in the form set forth in Exhibit D .

     “ Defensible Title ” means with, respect to the Oil and Gas Properties, such title and ownership by ARI, AOG or Neo Canyon, as applicable, that:

     (a) Except as set forth on Schedules 4.23 , 5.7 and 7.23 , respectively entitles ARI, AOG or Neo Canyon, as applicable, to receive and retain, without reduction, suspension or termination, not less than the percentage set forth in Exhibits A , B or C , respectively, as the “net revenue interest” of all Hydrocarbons produced, saved and marketed from each Lease comprising such Oil and Gas Property as set forth in Exhibits A , B or C , respectively, through plugging, abandonment and salvage of all wells comprising or included in such Oil and Gas Property, and except for changes or adjustments that result from the establishment of units, changes in existing units (or the participating areas therein), or the entry into of pooling or unitization agreements after the date hereof;

     (b) obligates ARI, AOG or Neo Canyon, as applicable, to bear not greater than the percentage set forth in Exhibits A , B or C , respectively, as the “working interest” of the costs and expenses relating to the maintenance, development and operation of each Lease comprising such Oil and Gas Property (including the plugging and abandonment and site restoration with respect to all existing and future wells located thereon or attributable thereto), through plugging, abandonment and salvage of all wells comprising or included in such Oil and Gas Property, and except for changes or adjustments that result from the establishment of units, changes in existing units (or the participating areas therein), or the entry into of pooling or unitization agreements after the date hereof;

     (c) is free and clear of all Liens, except Permitted Liens;

     (d) reflects that all royalties, rentals, Pugh clause payments, shut-in gas payments and other payments due with respect to such Oil and Gas Property have been properly and timely paid, except for payments held in suspense for title or other reasons which are customary in the industry and which will not result in grounds for cancellation of the Company’s rights in such Oil and Gas Property as such suspense payments are set forth on Schedules 4.23 , 5.7 and 7.23 , respectively; and

     (e) reflects that all consents to assignment, notices of assignment or preferential purchase rights which are applicable to or must be complied with in connection with the transaction contemplated by this Agreement, or any prior sale, assignment or the transfer of such Oil and Gas Property as such rights are set forth on Schedule 5.7 , have been obtained and complied with to the extent the failure to obtain or comply with the same could have an ARI Material Adverse Effect;

provided, that: (i) the legal proceedings, if any, scheduled on Schedule 4.8 , Schedule 5.6 and Schedule 7.8 shall not be considered to effect a reduction in the value of the assets, and (ii) no fact, circumstance or condition of the title to an Oil and Gas Property shall be considered to effect a reduction in the value of the assets, unless such fact, circumstance or condition is of the type that can generally be expected to be encountered in the area involved and is usually and customarily acceptable to reasonable and prudent operators, interest owners and purchasers engaged in the business of the ownership, development and operation of Oil and Gas Properties.

     “ Effective Time ” means the date and time of the closing under the Underwriting Agreement.

     “ Employee Benefit Plan ” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA and any bonus, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, vacation, severance, disability, death benefit, hospitalization or insurance plan providing benefits to any present or former employee or contractor of the Company or any member of the Aggregated Group maintained by any such entity.

     “ Environmental Law ” means any Law of any Governmental Authority whose purpose is to conserve or protect human health, the environment, wildlife or natural resources, including: the Clean Air Act, as amended, the Federal Water Pollution Control Act, as amended, the Rivers and Harbors Act of 1899, as amended, the Safe Drinking Water Act, as amended, CERCLA, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Hazardous and Solid Waste Amendments Act of 1984, as amended, the Toxic Substances Control Act, as amended, the Occupational Safety and Health Act, as amended, the Hazardous Materials Transportation Act, as amended, and any other federal, state and local law.

     “ Governmental Authorities ” means the federal, state, county, city and political subdivisions in which any property of ARI, AOG or Neo Canyon, respectively, is located or which exercises jurisdiction over any such property or entity, and any agency, department, commission, board, bureau or instrumentality of any of them which exercises jurisdiction over any such property or entity.

     “ Hazardous Material ” means (i) any “hazardous substance,” as defined by CERCLA; (ii) any “hazardous waste” or “solid waste,” in either case as defined by the Resource Conservation and Recovery Act of 1976, as amended; (iii) any solid, hazardous, dangerous or toxic chemical, material, waste or substance, within the meaning of and regulated by any Environmental Law; (iv) any asbestos containing materials in any form or condition; (v) any polychlorinated biphenyls in any form or condition; (vi) petroleum, petroleum hydrocarbons, or any fraction or byproducts thereof; or (vii) any air pollutant which is so designated by the United States Environmental Protection Agency as authorized by the Clean Air Act, as amended.

     “ Hedging Transaction ” means any futures, hedge, swap, collar, put, call, floor, cap, option or other contract that is intended to benefit from, relate to or reduce or eliminate the risk of fluctuations in the price of commodities, including Hydrocarbons, interest rates, currencies or securities.

     “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     “ Hydrocarbons ” means oil, condensate, gas, casinghead gas and other liquid or gaseous hydrocarbons.

     “ Indemnified Party ” shall have the meaning set forth in Section 8.15 .

     “ Indemnifying Party ” shall have the meaning set forth in Section 8.15 .

     “ Intellectual Property ” means (a) patent rights, (b) trademark rights, and (c) copyrights.

     “ Knowledge ” means actual knowledge of any officer or director of such party and, in the case of Neo Canyon, the actual knowledge of any officer or manager of Neo Canyon GP.

     “ Law ” means any federal, state, local or foreign law, statute, rule, ordinance, code or regulation.

     “ Legal Proceedings ” means any judicial, administrative or arbitral action, suit, proceeding (public or private), litigation, investigation, complaint, claim or governmental proceeding.

     “ Lien ” means a lien, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, easement, preference, priority, assessment, security interest, lease, sublease, charge, claim, adverse claim, levy, interest of other Persons or other encumbrance of any kind.

     “ Lubar ” has the meaning set forth in the introductory paragraph hereto.

     “ Lubar Note ” means that certain Convertible Promissory Note dated June 25, 2007 in the principal amount of $10,000,000 payable by AOG to Lubar.

     “ Material Adverse Effect ” means a material adverse effect on the business, operations, prospects, properties (including intangible properties), assets, operating results or condition (financial or otherwise) liabilities or reserves of such Person; provided, however, that a general deterioration in the economy or changes in oil and gas prices or other changes affecting the oil and gas industry generally shall not be deemed to be a Material Adverse Effect.

     “ Material Contracts ” means all leases, contracts, agreements and instruments to which such Person is a party as of the date hereof involving payment by or to such Person of more than $1,000,000 and extending for a term of more than six months from the date of this Contribution Agreement and not terminable without payment or penalty upon less than sixty (60) days’ notice.

     “ Neo Canyon ” has the meaning set forth in the introductory paragraph hereto.

     “ Neo Canyon GP ” has the meaning set forth in the introductory paragraph hereto.

     “ Neo Canyon Oil and Gas Properties ” means all Oil and Gas Properties of Neo Canyon, except as specifically excluded on Exhibit C . Attached hereto as Exhibit C is a description of each Lease and Well belonging to Neo Canyon, or in which Neo Canyon has an interest, which Exhibit C shall be a part of the definition of “Neo Canyon Oil and Gas Properties.” The respective “net revenue interest” and “working interest” of Neo Canyon or any of its Subsidiaries in the Neo Canyon Oil and Gas Properties described on Exhibit C shall be a part of the definition of “Neo Canyon Oil and Gas Properties.”

     “ New ARI Bylaws ” shall mean the Amended and Restated Bylaws of ARI in such form as shall be approved by the ARI Board prior to the Closing.

     “ New ARI Charter ” shall mean the Amended and Restated Certificate of Incorporation of ARI in such form as shall be approved by the ARI Board and the ARI Stockholders prior to

the Closing and which shall authorize a sufficient number of ARI Common Stock as shall be necessary to cover the shares of ARI Common Stock issuable pursuant to Article II .

     “ Oil and Gas Properties ” means all right, title, interest and estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to: (i) oil and gas leases, oil, gas and mineral leases, subleases and other leaseholds, royalties, overriding royalties, net profit interests, mineral fee interests, carried interests and other properties and interests (the “Leases”) and the lands covered thereby (“Land(s)”) and any and all oil, gas, water or injection wells thereon or applicable thereto (the “Wells”); (ii) any pools or units which include all or a part of any Land or include any Well (the “Units”) and including, without limitation, all right, title and interest in production from any such Unit, whether such Unit production comes from wells located on or off of the Lands, and all tenements, hereditaments and appurtenances belonging to, used or useful in connection with the Leases, Lands and Units; (iii) interests under or derived from all contracts, agreements and instruments applicable to or by which such properties are bound or created, to the extent applicable to such properties, including, without limitation, operating agreements, gathering agreements, marketing agreements (including commodity swap, collar and/or similar derivative agreements), transportation agreements, processing agreements, seismic, geological and geophysical agreements, unitization, pooling and communitization agreements, declarations and orders, joint venture agreements, and farmin and farmout agreements; (iv) easements, permits, licenses, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use to the extent applicable to such properties; (v) equipment, machinery, fixtures and other tangible personal property and improvements located on or used or obtained in connection with such properties and (vi) seismic and interpretive data applicable to such properties.

     “ Order ” means any order, judgment, injunction, ruling, writ, award, decree, statute, Law, ordinance, rule or regulation.

     “ Over-allotment Option ” shall have the meaning set forth in Section 8.18 .

     “ Permit ” means any permit, license, certificate (including a certificate of occupancy) registration, authorization, application, filing, notice, qualification, waiver of any of the foregoing or approval of a Governmental Authority.

     “ Permitted Liens ” means Liens (including mechanics’, workers’, repairers’, materialmens’, warehousemens’, landlord’s and other similar Liens) arising in the ordinary course of business as would not individually or in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject to them.

     “ Person ” means an individual, corporation, partnership (limited or general), limited liability company, trust, joint stock company, Governmental Authority, unincorporated association or other legal entity.

     “ Property Costs ” means all operating and production expenses of the Oil and Gas Properties (including, without limitation, costs of insurance and ad valorem, property, severance, production and similar Taxes based upon or measured by the ownership or operation of the Oil and Gas Properties or the production of Hydrocarbons therefrom, but excluding any other

Taxes), capital expenditures incurred in the ownership and operation of the Oil and Gas Properties in the ordinary course of business (including, without limitation, cash advances or cash call amounts paid under applicable operating agreements), and overhead costs charged to the Oil and Gas Properties under the applicable operating agreement or if none, charged to the Oil and Gas Properties on the same basis as charged on the date of this Contribution Agreement.

     “ Proscribed Action ” shall have the meaning set forth in Section 8.9 .

     “ Real Property Leases ” has the meaning set forth in Section 4.21 hereto.

     “ Registration Rights Agreement ” means the registration rights agreement providing for the registration under the Securities Act of the shares of ARI Common Stock to be received by the ARI Stockholders, the AOG Stockholders, Lubar, Yorktown VII and Neo Canyon pursuant to this Contribution Agreement in the form attached hereto as Exhibit E .

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ Stockholders’ Agreement ” means that certain Voting and Stockholders’ Agreement, dated as of January 1, 2003, by and among ARI and each of the ARI Stockholders.

     “ Subsidiary ” or “ Subsidiaries ” means, with respect to any Person, each entity as to which such Person (either alone or through or together with any other Subsidiary) (i) owns beneficially or of record or has the power to vote or control, 50% or more of the voting securities of such entity or of any class of equity interests of such entity the holders of which are ordinarily entitled to vote for the election of the members of the board of directors or other persons performing similar functions, (ii) in the case of partnerships, serves as a general partner, (iii) in the case of a limited liability company, serves as a managing member or owns a majority of the equity interests or (iv) otherwise has the ability to elect a majority of the directors, trustees or managing members thereof.

     “ Tax ” or “ Taxes ” means all income, profits, franchise, gross receipts, capital, sales, use, withholding, value added, ad valorem, transfer, employment, social security, disability, occupation, asset, property, severance, documentary, stamp, excise and other taxes, duties and similar governmental charges or assessments imposed by or on behalf of any Governmental Authority and any interest, fines, penalties or additions relating to any such tax, duty, charge or assessment.

     “ Tax Return ” means any return, report, information statement, or similar statement required to be filed with respect to any Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

     “ Underwriting Agreement ” has the meaning set forth in Section 9.1(d) hereto.

     “ Yorktown VII ” has the meaning set forth in the introductory paragraph hereto.

     “ Yorktown Note ” means that certain Convertible Promissory Note dated June 25, 2007 in the principal amount of $10,000,000 payable by AOG to Yorktown VII.

ARTICLE II.

CONTRIBUTION TRANSACTION

     2.1 Contribution of AOG Common Stock to ARI . Subject to Section 2.8 , immediately prior to the Effective Time, each AOG Stockholder shall contribute all of its shares of AOG Common Stock to ARI in exchange for the number of shares of ARI Common Stock set forth opposite such Person’s name in the table below:

		Number of AOG Shares				Number of ARI
		Owned and to be				Shares to be
Stockholder		Contributed to ARI				Received
Yorktown Energy Partners V, L.P.			25,000				54,964
Yorktown Energy Partners VI, L.P.			125,000				274,755

     2.2 Contribution of Neo Canyon Assets to ARI . Subject to Section 2.8 , immediately prior to the Effective Time, Neo Canyon shall contribute, transfer and assign to ARI all of its right, title and interest in and to the Neo Canyon Oil and Gas Properties, and ARI shall acquire the Neo Canyon Oil and Gas Properties in exchange for 1,413,081 shares of ARI Common Stock.

     2.3 Contribution of Lubar Note to ARI . Immediately prior to the Effective Time, Lubar shall contribute to ARI the Lubar Note in exchange for that number of shares of ARI Common Stock into which the Lubar Note is convertible on the IPO Conversion Date (as such term is defined in the Lubar Note).

     2.4 Contribution of Yorktown Note to ARI . Immediately prior to the Effective Time, Yorktown VII shall contribute to ARI the Yorktown Note in exchange for that number of shares of ARI Common Stock into which the Yorktown Note is convertible on the IPO Conversion Date (as such term is defined in the Yorktown Note).

     2.5 Issuance of New Certificates. At the Effective Time, ARI shall issue to each AOG Stockholder, Neo Canyon, Lubar and Yorktown VII a certificate or certificates representing the number each of shares of ARI Common Stock to be issued to such Person pursuant to Sections 2.1 , 2.2 , 2.3 and 2.4 , subject to adjustment as provided in Section 2.8 . Each such certificate shall be registered in the name of the Person or Persons specified by the recipient thereof to ARI in writing at least two (2) Business Days prior to the Closing.

     2.6 Certificate Legends. The certificates evidencing the ARI Common Stock delivered pursuant to Section 2.5 shall bear a legend substantially in the form set forth below and containing such other information as ARI may deem necessary or appropriate:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

ANY STATE SECURITIES LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR PURSUANT TO AN EXEMPTION THEREFROM WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

     2.7 Fractional Shares. No fractional shares of ARI Common Stock or scrip shall be issued as a result of the transactions contemplated by Sections 2.3 , 2.4 and 2.8 . Any fractional share of ARI Common Stock which would otherwise be issuable as a result of the such transactions shall be rounded up to the nearest whole share.

     2.8 Certain Adjustments. The ARI Board may adjust the number of shares of ARI Common Stock to be issued to each AOG Stockholder and to Neo Canyon pursuant to Sections 2.1 and 2.2 in order to reflect a capitalization of ARI that the ARI Board reasonably determines to be in the best interests of ARI and its stockholders (including the AOG Stockholders and Neo Canyon) based on (i) the actual pricing of the ARI Initial Public Offering, (ii) the number of shares of ARI Common Stock issuable pursuant to Sections 2.3 and 2.4 and (iii) subject to Section 10.1(d) , the relative net asset valuations (as determined in the reasonable business judgment of the ARI Board using the same valuation methodology for ARI Oil and Gas Properties and Neo Canyon Oil and Gas Properties) of ARI, AOG and the Neo Canyon Oil and Gas Properties after giving effect to any financing transactions and acquisitions consummated by AOG or ARI (in each case to have been approved by the AOG Board or the ARI Board, as applicable) after the execution of this Contribution Agreement and before the Effective Time.

     2.9 Proration of Costs and Revenues . Except as otherwise expressly set forth in this Contribution Agreement, ARI shall be entitled to all production of Hydrocarbons from or attributable to the Neo Canyon Oil and Gas Properties at and after the Closing Date (and all products and proceeds attributable thereto) and to all other income, proceeds, receipts and credits earned with respect to the Neo Canyon Oil and Gas Properties at or after the Closing Date, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs incurred at and after the Closing Date. Neo Canyon shall be entitled to all production of Hydrocarbons from or attributable to the Neo Canyon Oil and Gas Properties prior to the Closing Date (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned with respect to the Neo Canyon Oil and Gas Properties prior to the Closing Date, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs incurred prior to the Closing Date. “Earned” and “incurred”, as used in this Contribution Agreement, shall be interpreted in accordance with GAAP and the Council of Petroleum Accountant Societies (COPAS) standards.

     2.10 Receipts Not Reflected . Except as otherwise provided in this Contribution Agreement, any production of Hydrocarbons from or attributable to the Neo Canyon Oil and Gas Properties (and all products and proceeds attributable thereto) and any other income, proceeds and receipts earned with respect to the Neo Canyon Oil and Gas Properties shall be treated as follows: (i) all production of Hydrocarbons from or attributable to the Oil and Gas Properties

(and all products and proceeds attributable thereto) and all other income, proceeds and receipts earned with respect to the Oil and Gas Properties to which ARI is entitled under Section 2.9 shall be the sole property and entitlement of ARI, and, to the extent received by Neo Canyon, Neo Canyon shall fully disclose, account for and remit the same promptly to ARI, and (ii) all production of Hydrocarbons from or attributable to the Neo Canyon Oil and Gas Properties (and all products and proceeds attributable thereto) and all other income, proceeds and receipts earned with respect to the Neo Canyon Oil and Gas Properties to which Neo Canyon is entitled under Section 2.9 shall be the sole property and entitlement of Neo Canyon and, to the extent received by ARI, ARI shall fully disclose, account for and remit the same promptly to Neo Canyon.

     2.11 Expenses Not Reflected. Except as otherwise provided in this Contribution Agreement, any Property Costs shall be treated as follows: (i) all Property Costs for which Neo Canyon is responsible under Section 2.9 shall be the sole obligation of Neo Canyon and Neo Canyon shall promptly pay, or if paid by ARI, promptly reimburse ARI for and hold ARI harmless from and against same; and (ii) all Property Costs for which ARI is responsible under Section 2.9 shall be the sole obligation of ARI and ARI shall promptly pay, or if paid by Neo Canyon, promptly reimburse Neo Canyon for and hold Neo Canyon harmless from and against same. Neo Canyon is entitled to resolve all joint interest audits and other audits of Property Costs covering periods for which Neo Canyon is responsible under the terms of this Contribution Agreement. ARI is entitled to resolve all joint interest audits and other audits of Property Costs covering periods for which ARI is in whole or in part responsible, provided that ARI shall not agree to any adjustments to previously assessed costs for which Neo Canyon is liable without the prior written consent of Neo Canyon, such consent not to be unreasonably withheld. ARI shall provide Neo Canyon with a copy of all applicable audit reports and written audit agreements received by ARI and relating to periods for which Neo Canyon is partially responsible.

     2.12 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration and other such taxes and fees (“Transfer Taxes”) incurred in connection with the contribution transaction contemplated by Article II of this Contribution Agreement shall be borne 70% by ARI and AOG on the one hand, and 30% by Neo Canyon on the other; provided, that such allocations shall be adjusted proportionately with any adjustments made pursuant to Section 2.9 . The parties shall reasonably cooperate with each other to provide any information and documentation reasonably requested that may be necessary to obtain any exemption from any Transfer Taxes.

ARTICLE III.

CLOSING

     3.1 Time and Place. The closing of the transactions contemplated hereby (the “ Closing ”) shall be held at the offices of Thompson & Knight LLP, 1700 Pacific Avenue, Dallas, Texas 75201 at 10:00 a.m., Dallas time, immediately prior to the Effective Time; provided that all of the conditions contained in Article IX have been satisfied or waived, or at such other place or time as the parties hereto may mutually agree. The date of the Closing is referred to herein as the “ Closing Date .”

     3.2 Deliveries at Closing. Subject to the provisions of Article IX hereof, at the Closing there shall be delivered the certificates and other documents required to be delivered pursuant to Article IX hereof.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF AOG

     AOG represents and warrants to ARI and Neo Canyon that the statements contained in this Article IV are correct and complete as of the date hereof (it being recognized that each such representation and warranty with respect to AOG’s operations and the AOG Oil and Gas Properties shall be deemed to refer to AOG and each of its Subsidiaries, taken as a whole).

     4.1 Organization and Power. Each of AOG and its Subsidiaries is duly incorporated or formed (as the case may be), validly existing and in good standing (as applicable) under the Laws of its respective jurisdiction of incorporation or formation, and is qualified and in good standing to transact business in each jurisdiction in which such qualification is required by Law, except where the failure to be so qualified would not have an ARI Material Adverse Effect. AOG has all requisite corporate power and authority to execute, deliver and perform its obligations under this Contribution Agreement and to consummate the transactions contemplated hereby. AOG has heretofore delivered or made available to ARI and Neo Canyon complete and correct copies of (a) its certificate of incorporation and bylaws, each as amended to date, and (b) its Subsidiaries’ respective certificates of incorporation and bylaws, or other comparable organizational documents, each as amended to date.

     4.2 Authorizations; Execution and Validity. The execution and delivery of this Contribution Agreement by AOG, the performance of this Contribution Agreement by AOG and the consummation by AOG of the transactions contemplated hereby and thereby to be consummated by it, have been duly authorized by all necessary corporate action and no other corporate action on the part of AOG is necessary with respect thereto. This Contribution Agreement has been duly executed and delivered by AOG and, when duly and validly executed and delivered, will constitute a valid and binding obligation of AOG and is enforceable against and AOG in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and similar Laws affecting creditors generally and by the availability of equitable remedies.

     4.3 Capitalization.

          (a) The authorized capital stock of AOG consists solely of 1,000,000 shares of AOG Common Stock and 100,000 shares of AOG Preferred Stock. As of the date hereof, there are an aggregate of 150,000 shares of AOG Common Stock issued and outstanding, all of which shares are owned of record and beneficially by the AOG Stockholders with each AOG Stockholder owning the number of shares set forth in Section 2.1 hereto, and have been duly authorized and validly issued, and are fully-paid and non-assessable. No shares of AOG Preferred Stock are issued and outstanding. As of the date hereof, the issued and outstanding amount of AOG Common Stock on a fully diluted basis is 150,000 shares. Except as contemplated by the Lubar Note, the Yorktown Note, future issuances of equity or convertible

debt in connection with financing transactions or acquisitions that the AOG Board reasonably determines to be in the best interests of AOG and its stockholders, and with respect to options, warrants, rights or other equity based awards issued as part of reasonable compensation plans approved by the AOG Board, as of the Closing Date, there shall be no outstanding options, subscriptions, warrants, calls, commitments, pre-emptive rights or other rights obligating AOG to issue or sell any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, or otherwise requiring AOG to give any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of AOG or any rights to participate in the equity or net income of AOG. All of the issued shares of AOG’s capital stock were issued, and to the extent purchased or transferred, have been so purchased or transferred, in compliance with all applicable Laws, including federal and state securities Laws, and any preemptive rights and any other statutory or contractual rights of any AOG Stockholder.

          (b) AOG has no Subsidiaries other than those set forth on Schedule 4.3(b) . AOG, directly or indirectly, owns all capital of and other equity interests in its Subsidiaries, and there are no outstanding options, subscriptions, warrants, calls, commitments, pre-emptive rights or other rights in favor of any Person other than AOG or other AOG Subsidiaries obligating AOG or any of its Subsidiaries to issue or sell any shares or other equity interests of any of AOG’s Subsidiaries or any securities convertible into or exercisable for any shares or other equity interests of any such Subsidiary, or otherwise requiring AOG or any of its Subsidiaries to give any Person (other than AOG or any of its Subsidiaries) the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares or other equity interests of any such Subsidiary or any rights to participate in the equity or net income of any such Subsidiary. AOG does not own, directly or indirectly, any capital of or other equity interest in or have any other investment in any other Person other than its Subsidiaries. Except as otherwise set forth on Schedule 4.3(c) , there are no stockholders’ agreements, voting trusts or other agreements or understandings between or among AOG Stockholders or to which AOG is a party or by which it is bound with respect to the transfer or voting of any capital stock of AOG, none of which shall be in effect following the Closing.

     4.4 Financial Statements; Other Financial Data. Attached hereto on Schedule 4.4 are correct and complete copies of the audited consolidated balance sheet of AOG and its Subsidiaries as of December 31, 2006 with the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year then ended (the “ AOG Audited Financial Statements ”) and the unaudited consolidated balance sheet of AOG and its Subsidiaries as of March 31, 2007 (the “ AOG Unaudited Balance Sheet ” and, together with the AOG Audited Financial Statements, the “ AOG Financial Statements ”). The AOG Financial Statements present fairly in all material respects the financial position of AOG as of the dates indicated, and the results of its operations for the respective periods indicated. The AOG Audited Financial Statements are in conformity with GAAP, consistently applied. The AOG Unaudited Balance Sheet is unaudited and, therefore, is subject to normal recurring year-end adjustments and the absence of footnotes.

     4.5 Consents. Neither the execution and delivery by AOG of this Contribution Agreement nor the consummation or performance by AOG of the transactions contemplated by this Contribution Agreement to be consummated or performed by it will require prior to the

Closing (on the part of AOG) any consent from, authorization or approval or other action by, notice to or declaration, filing or a registration with, any Governmental Authority or any other third party, except, if required, to comply with the HSR Act or as specified in Schedule 4.5 .

     4.6 No Defaults or Conflicts. Neither the execution and delivery by AOG of this Contribution Agreement nor the consummation or performance by AOG of the transactions contemplated by this Contribution Agreement to be consummated or performed by it (i) results or will result in any violation of the certificate of incorporation or bylaws of AOG or other organizational or governing documents of AOG or any of its Subsidiaries; or (ii) violates or conflicts with, or constitutes a breach of any of the terms or provisions of or a default under, or results in the creation or imposition of any Lien upon any property or asset of AOG, the trigger of any charge, payment or requirement of consent, or the acceleration or increase of the maturity of any payment date under: (A) any Material Contract to which AOG is a party or (B) any applicable Law or Order to which AOG or any of its respective properties is subject, other than, in each case, where such failure, conflict or breach would not have an ARI Material Adverse Effect.

     4.7 Agreements, Contracts and Commitments. AOG has listed in Schedule 4.7 all Material Contracts to which it is a party (true and correct copies of each such document have been previously delivered or made available to ARI and Neo Canyon). Except as set forth in Schedule 4.7 , AOG has not breached, nor to AOG’s Knowledge is there any claim or any legal basis for a claim that AOG or any third party has breached, any of the terms or conditions of any Material Contract if any such breach, whether considered individually or in the aggregate, could result in the imposition of damages or the loss of benefits in an amount or of a kind that would have an ARI Material Adverse Effect to AOG and its Subsidiaries taken as a whole.

     4.8 Litigation. Schedule 4.8 lists all Legal Proceedings pending or, to AOG’s Knowledge, threatened against or affecting AOG or any of its assets. Except as disclosed on Schedule 4.8 , AOG is not subject to any Order. There are no Legal Proceedings pending against or, to AOG’s Knowledge, threatened in writing against, AOG that questions the validity or legality of any of this Contribution Agreement or any action taken or to be taken by AOG in connection herewith or therewith.

     4.9 ERISA Compliance; Labor.

          (a) Except as set forth on Schedule 4.9 , neither AOG nor any other entity required to be aggregated with AOG under Section 414 of the Code (the “ Aggregated Group ”) including AOG sponsors, maintains or contributes to any Employee Benefit Plan.

          (b) No labor associations, organizations, or unions have been certified to represent any employee of AOG, and no collective bargaining agreement or other labor union contract has been requested by any employee or group of employees of AOG, and no discussions or negotiations with respect to any such agreement or contract have occurred.

          (c) AOG and its Subsidiaries are in material compliance with all Laws, rules, regulations and Orders relating to the employment of labor, including all such Laws, rules, regulations and Orders relating to wages, hours, collective bargaining, discrimination, civil

rights, safety and health, workers’ compensation and the collection and payment of withholding or Social Security Taxes and similar Taxes.

     4.10 Taxes. Except as disclosed on Schedule 4.10 :

          (a) All material Tax Returns required to be filed on or before the Closing Date by or on behalf of AOG have been or will be filed within the time prescribed by Law (including extensions of time permitted by Law) and such Tax Returns are true, correct, complete and accurate in all material respects and reflect accurately in all material respects all liability for Taxes of AOG or any of its Subsidiaries.

          (b) AOG has paid, on a timely basis, all material Taxes of AOG and of any of its Subsidiaries that are due on or before December 31, 2006, and will have paid all material Taxes of AOG and of any of its Subsidiaries that are due on or before the Closing Date.

          (c) The provision for Taxes and other accrued Tax liabilities reflected in the Financial Statements are sufficient to cover all material liabilities for Taxes in respect of Tax Periods ending at or prior to the relevant Financial Statement date.

          (d) There are no Liens for Taxes upon any of the properties or assets of AOG or of any of its Subsidiaries (except for Permitted Liens).

          (e) There are no pending Orders, audits, actions, proceedings, investigations, disputes or claims instigated by any Governmental Authority with respect to any Taxes payable by or asserted against AOG or any of its Subsidiaries. Neither AOG nor any of its Subsidiaries has received notice from any taxing authority of its intent to examine or audit any of its Tax Returns.

          (f) Neither AOG nor any of its Subsidiaries is subject to Tax or has done business in any country other than the United States.

          (g) No agreements relating to allocation or sharing of, or liability or indemnification for, Taxes exist between AOG or any of its Subsidiaries and any other Person. Any internal tax allocation agreement shall terminate at the Closing.

          (h) All Taxes required to be withheld, collected or deposited by AOG or any of its Subsidiaries (including, without limitation, amounts required to be withheld, collected or deposited with respect to amounts paid or owing to any employee, creditor, independent contractor or other Person) have been timely withheld, collected or deposited and, to the extent required, have been timely paid to the relevant taxing authority.

          (i) Neither AOG nor any of its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any agreement that could obligate it to make any payments that will not be deductible under Section 280G of the Code.

          (j) There are no outstanding agreements or waivers that would extend the statutory period in which a taxing authority may assess or collect a Tax against AOG or any of its Subsidiaries.

     4.11 Brokers. AOG has not paid or become obligated to pay any fee or commission to any broker, finder or intermediary in connection with the transactions contemplated hereby for which AOG, ARI or Neo Canyon shall have liability following the Closing.

     4.12 Absence of Certain Changes or Events. Except as set forth on Schedule 4.12 or as disclosed in the AOG Audited Financial Statements or the AOG Unaudited Balance Sheet or as contemplated by the Lubar Note or the Yorktown Note, since March 31, 2007, there has not been any transaction or occurrence in which AOG has:

          (a) suffered any Material Adverse Effect;

          (b) declared, set aside or paid any dividend or other distribution (whether in cash, stock or property) with respect to any of its outstanding capital stock, or made any redemption, purchase or other acquisition of any of its equity securities;

          (c) cancelled any debts or waived any receivables, claims or rights in excess of $500,000 individually;

          (d) suffered any uninsured casualty loss or damage in excess of $500,000 individually;

          (e) amended any term of any equity security of AOG other than as contemplated by this Contribution Agreement; or

          (f) made any change in its accounting methods, principles or practices.

     4.13 Compliance with Laws. AOG holds all material Permits necessary for the lawful conduct of its business and is in compliance in all material respects, with all Laws and Orders applicable to its business and has filed with the proper authorities all statements and reports required by the Laws and Orders to which AOG or any of its properties or operations are subject. No claim has been made by any Governmental Authority (and, to AOG’s Knowledge, no such claim is anticipated) to the effect that the business conducted by AOG fails to comply, in any respect, with any Law.

     4.14 Transactions with Related Parties. Except for transactions with any of AOG’s Subsidiaries and as otherwise set forth on Schedule 4.14 :

          (a) No Affiliate has entered into, or has had any direct or indirect financial interest in, any AOG Material Contract, transaction or business dealings involving AOG;

          (b) No Affiliate owns or has any interest in, directly or indirectly, in whole or in part, any tangible or intangible property used in the conduct of the business of AOG;

          (c) Other than amounts owed to AOG pursuant to any intercompany debts, joint interest billing and general and administrative allocations, or expense advance reimbursements in the ordinary course of business, no Affiliate owes any money to, nor is any such Affiliate owed any money by, AOG other than as set forth in this Contribution Agreement; and

          (d) AOG has not, directly or indirectly, guaranteed or assumed any indebtedness for borrowed money or otherwise for the benefit of any Affiliate of AOG.

     4.15 Agents. Except as set forth on Schedule 4.15 , AOG has not designated or appointed any person or other entity to act for it or on its behalf pursuant to any power of attorney or any agency which is presently in effect (other than such of AOG’s directors, officers and employees to whom AOG has given the authority to act for AOG in the ordinary course of its business) or shall continue after the Closing Date.

     4.16 Books and Records. The minute books and records of AOG are current as of the date hereof (and shall be current as of the Closing) with respect to all undertakings and authorizations, and contain a true, complete and correct record of all actions taken at all meetings and by all written consents in lieu of meetings of AOG’s board of directors, or any committees thereof, and AOG Stockholders. The stock ledger and related stock transfer records of AOG contain a true, complete and correct record of the original issuance, transfer and other capitalization matters of the capital stock of AOG. The accounting, financial reporting, tax and business books and records of AOG accurately and fairly reflect in all material respects the business and condition of AOG and the transactions and the assets and liabilities of AOG with respect thereto. Without limiting the generality of the foregoing, AOG has not engaged in any transaction with respect to its business or operations, maintained any bank account therefor or used any funds of AOG in the conduct thereof except for transactions, bank accounts and funds that have been and are reflected in the normally maintained books and records of the business.

     4.17 Information Furnished. AOG has made available to ARI and Neo Canyon and their respective directors, officers, employees, counsel, representatives, financing sources, customers, creditors, accountants and auditors, true and correct copies of all agreements, documents, and other items listed on the Schedules to this Contribution Agreement and all books and records of AOG.

     4.18 Directors and Officers. Schedule 4.18 lists all of the directors and officers of AOG as of the date hereof.

     4.19 Bank Accounts. Attached hereto as Schedule 4.19 is a list of all banks or other financial institutions with which AOG has an account, showing the type and account number of each such account.

     4.20 Owned Real Property. Other than the AOG Oil and Gas Properties, AOG does not own any real property.

     4.21 Leased Real Property. Other than the AOG Oil and Gas Properties, Schedule 4.21 contains a complete and correct list of all real property leases and any and all amendments thereto relating to the leased real property to which AOG is a party or is bound (the “ Real Property Leases ”). AOG has provided or made available to ARI and Neo Canyon correct and complete copies of the Real Property Leases. Except as disclosed in Schedule 4.21 , (i) each of the Real Property Leases is in full force and effect, and, to AOG’s Knowledge, is enforceable against the landlord which is party thereto in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws

affecting creditors generally and by the availability of equitable remedies), (ii) there are no subleases under the Real Property Leases and none of the Real Property Leases has been assigned (other than collateral assignments to AOG’s Senior Lender), (iii) no notices of default or notices of termination have been received by AOG with respect to the Real Property Leases which have not been withdrawn or canceled and (iv) AOG is not, and to AOG’s Knowledge, no other party is, in default under any Real Property Lease. There is no AOG Knowledge of, nor has there been receipt of any written notice of a proceeding in eminent domain or other similar proceeding affecting property listed on Schedule 4.21 .

     4.22 Insurance. Schedule 4.22 contains a true and complete list of all insurance policies, directors and officers liability policies, and formal self-insurance programs, and other forms of insurance and all fidelity bonds held by or applicable to AOG and its owned or leased properties. Schedule 4.22 describes (a) whether each insurance policy listed on Schedule 4.22 is occurrence-based or claims made based and (b) each pending claim thereunder for more than $500,000 per claim and a history of all such claims made against any such insurance policy of AOG for the past three (3) years. All insurance policies listed on Schedule 4.22 have been made available to ARI and Neo Canyon and are subject to the deductibles or retentions referenced on Schedule 4.22 . AOG maintains insurance for its benefit, in coverages and amounts to be customary and adequate in the oil and gas industry. AOG is not in default with respect to any provision in any current policy maintained for its benefit, and all such insurance is in full force and effect. AOG has not received, nor is there any AOG Knowledge of, any notice of cancellation or nonrenewal of any such insurance policy. AOG has not failed to give any notice or present any claim for more than $500,000 under any of the policies for the benefit of AOG in due and timely fashion. AOG has not been refused any insurance with respect to its assets, properties or businesses, nor has any such coverage been materially limited by any insurance carrier to which AOG has applied for any such insurance or with which AOG has carried insurance during the past three (3) years. Other than as described on Schedule 4.22 , no further payments of premiums will be due following the Closing by AOG with respect to insurance coverages prior to the Closing. Neither this Contribution Agreement nor any of the transactions contemplated by this Contribution Agreement to occur at the Closing will adversely affect AOG’s coverage under the terms of the insurance policies with respect to periods prior to the Closing.

     4.23 Title to Oil and Gas Properties. AOG has Defensible Title to all AOG Oil and Gas Properties. All proceeds from the sale of AOG’s share of the Hydrocarbons being produced from the AOG Oil and Gas Properties are currently being paid in full to AOG by the purchasers thereof on a timely basis, and none of such proceeds are currently being held in suspense by such purchaser or any other party, except as set forth in Schedule 4.23 .

     4.24 Environmental Matters. Except as set forth in Schedule 4.24 :

          (a) to AOG’s Knowledge, it has conducted its business and operated its assets, and is conducting its business and operating its assets, and the condition of all facilities and properties (including off site storage or disposal of any Hazardous Materials from such facilities or properties) currently or formerly owned, leased or operated by AOG is, in material compliance with all Environmental Laws;

          (b) AOG has not been notified by any Governmental Authority or other third party that any of the operations or assets of AOG is the subject of any investigation or inquiry by any Governmental Authority or other third party evaluating whether any material remedial action is needed to respond to a release or threatened release of any Hazardous Material or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Material where such investigation or inquiry has not been fully resolved and satisfied as of the date hereof;

          (c) neither AOG nor, to AOG’s Knowledge, any other Person has filed any notice under any federal, state or local Law indicating that (i) AOG is responsible for the improper release into the environment, or the improper storage or disposal, of any Hazardous Material, or (ii) any Hazardous Material is improperly stored or disposed of upon any property of AOG;

          (d) to AOG’s Knowledge, it does not have any material liability (contingent or otherwise) in connection with (i) the release or threatened release into the environment at, beneath or on any property now or previously owned or leased by AOG, or (ii) the storage or disposal of any Hazardous Material;

          (e) AOG has not received any claim, complaint, notice, inquiry or request for information involving any matter which remains unresolved as of the date hereof with respect to any alleged violation of any Environmental Law or regarding current or potential liability under any Environmental Law or any personal injury, property damage or natural resource damage claim relating to operations or conditions of any facilities or property (including off site storage or disposal or release of any Hazardous Material from such facilities or property) currently or formerly owned, leased or operated by AOG;

          (f) to AOG’s Knowledge, no property now or previously owned, leased or operated by AOG is listed on the National Priorities List pursuant to CERCLA or on the CERCLIS or on any other federal or state list as sites requiring investigation or cleanup;

          (g) to AOG’s Knowledge, it is not direc