0001144204-10-068267 Sample Contracts

ARRANGEMENT AGREEMENT Dated as of December 23, 2010 BY AND BETWEEN MAGNUM HUNTER RESOURCES CORPORATION AND NGAS RESOURCES, INC.
Arrangement Agreement • December 27th, 2010 • NGAS Resources Inc • Crude petroleum & natural gas • Delaware

THIS ARRANGEMENT AGREEMENT dated as of December 23, 2010 (this “Agreement”) by and between Magnum Hunter Resources Corporation, a corporation existing under the laws of Delaware (“Acquiror”) and NGAS Resources, Inc., a company existing under the laws of British Columbia (the “Company” and together with Acquiror, the “Parties”).

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FORM OF SUPPORT AGREEMENT
Form of Support Agreement • December 27th, 2010 • NGAS Resources Inc • Crude petroleum & natural gas • British Columbia

THIS SUPPORT AGREEMENT (this “Agreement”) is made the 23rd day of December, 2010 between THE PERSONS NAMED ON THE SIGNATURE PAGES HERETO (each such person a “Seller” and collectively the “Sellers”) and Magnum Hunter Resources Corporation, a corporation existing under the laws of Delaware (the “Acquiror”).

NGAS Resources, Inc. FORM OF AMENDMENT TO LONG TERM INCENTIVE AGREEMENT
Long Term Incentive Agreement • December 27th, 2010 • NGAS Resources Inc • Crude petroleum & natural gas

This AMENDMENT TO LONG TERM INCENTIVE AGREEMENT (the “Amendment”) is entered into as of December 23, 2010 between NGAS Resources, Inc., a British Columbia corporation (the “Company”), and_______________ , the _____________ of the Company (the “Executive”).

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