Contribution Agreement

Exhibit 10.2 CONTRIBUTION AGREEMENT by and among APPROACH RESOURCES INC., THE STOCKHOLDERS OF APPROACH OIL & GAS INC., APPROACH OIL & GAS INC., LUBAR EQUITY FUND, LLC, YORKTOWN ENERGY PARTNERS VII, L.P. and NEO CANYON EXPLORATION, L.P. and joined in by THE GENERAL PARTNER OF NEO CANYON EXPLORATION, L.P. 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

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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

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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

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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

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EXHIBITS Exhibit A - AOG Oil and Gas Properties Leases and WellsExhibit B - ARI Oil and Gas Properties Leases and WellsExhibit C - Neo Canyon Oil and Gas Properties Leases and WellsExhibit D - Form of ConveyanceExhibit E - Registration Rights Agreement DISCLOSURE SCHEDULES Schedule 4.3(b) - AOG SubsidiariesSchedule 4.3(c) - AOG Stockholders' Agreements and Voting TrustsSchedule 4.4 - AOG Financial StatementsSchedule 4.5 - AOG ConsentsSchedule 4.7 - AOG Material ContractsSchedule 4.8 - AOG Legal ProceedingsSchedule 4.9 - AOG Employee Benefit PlansSchedule 4.10 - AOG TaxesSchedule 4.12 - Absence of Certain Changes (AOG)Schedule 4.14 - AOG Related PartiesSchedule 4.15 - AOG AgentsSchedule 4.18 - AOG Directors and OfficersSchedule 4.19 - AOG Bank AccountsSchedule 4.21 - AOG Real Property LeasesSchedule 4.22 - AOG InsuranceSchedule 4.23 - Title to AOG Oil and Gas PropertiesSchedule 4.24 - AOG Environmental MattersSchedule 4.25 - AOG Intellectual PropertySchedule 5.3 - Neo Canyon ConsentsSchedule 5.6 - Neo Canyon Legal ProceedingsSchedule 5.7 - Title to Neo Canyon Oil and Gas PropertiesSchedule 5.8 - Neo Canyon Environmental MattersSchedule 5.10 - Neo Canyon Capital CommitmentsSchedule 5.12 - Neo Canyon Forward SalesSchedule 5.13 - Neo Canyon Oil and Gas Properties Subject to Sales ContractSchedule 5.14 - Neo Canyon Leases Subject to Consents or Preferential Purchase RightsSchedule 5.15 - Neo Canyon ContractsSchedule 5.18 - Neo Canyon Intellectual PropertySchedule 7.3(a) - ARI CapitalizationSchedule 7.3(b) - ARI SubsidiariesSchedule 7.3(c) - ARI Stockholders' Agreements and Voting TrustsSchedule 7.4 - ARI Financial StatementsSchedule 7.5 - ARI ConsentsSchedule 7.7 - ARI Material ContractsSchedule 7.8 - ARI Legal Proceedings

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Schedule 7.9 - ARI Employee Benefit PlansSchedule 7.10 - ARI TaxesSchedule 7.12 - ARI Financial StatementsSchedule 7.14 - ARI Related PartiesSchedule 7.15 - ARI AgentsSchedule 7.18 - ARI Directors and OfficersSchedule 7.19 - ARI Bank AccountsSchedule 7.21 - ARI Real Property LeasesSchedule 7.22 - ARI InsuranceSchedule 7.23 - Title to ARI Oil and Gas PropertiesSchedule 7.24 - ARI Environmental MattersSchedule 7.25 - ARI Intellectual PropertySchedule 7.27 - ARI Additional Drilling ObligationsSchedule 7.28 - ARI Gas ImbalancesSchedule 8.2 - Restricted Activities

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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.

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" 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:

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(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.

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" 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.

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" 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

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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

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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 holder ...