REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement, dated as of April 1, 2005, (this Agreement), is entered into by and among XTO Energy Inc., a Delaware corporation (Issuer), and the securityholders of Antero Resources Corporation, a Delaware corporation (Antero), named on the signature pages hereto (each a Holder and collectively, the Holders).

RECITALS

A. WHEREAS, Issuer is a party to that certain Agreement and Plan of Merger, dated as of January 9, 2005 (the Merger Agreement) as amended by Amendment No. 1 dated February 3, 2005, Amendment No. 2 dated March 22, 2005 and Amendment No. 3 dated March 31, 2005, that provides, among other things, that (i) XTO Barnett Inc., a Delaware corporation and a wholly-owned subsidiary of Issuer (Merger Subsidiary), will be merged with and into Antero with Antero continuing as the surviving corporation and immediately thereafter Antero shall be merged with and into XTO Barnett LLC, a Delaware limited liability company and wholly owned subsidiary of Issuer (LLC Sub) with LLC Sub continuing as the survivor (the Surviving Corporation), and (ii) immediately after the merger, Issuer will own all of the issued and outstanding equity interests of the Surviving Corporation.

B. WHEREAS, subject to the terms and conditions of the Merger Agreement, at the Closing (as defined therein), the Holders shall receive or become entitled to receive shares of common stock, $0.01 par value, of Issuer (the Common Stock).

C. WHEREAS, as a condition precedent to the consummation of the transactions contemplated by the Merger Agreement, Issuer has agreed to grant the Holders certain registration rights, as set forth herein, with respect to the Registrable Securities (as defined herein).

AGREEMENT

NOW, THEREFORE, in consideration of the premises, and the mutual representations, warranties, covenants, and agreements hereinafter set forth, the parties hereto agree as follows:

1. Definitions.

(a) All capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Merger Agreement.

(b) Registrable Securities means (i) all of the Common Stock issued to a Holder as consideration pursuant to the Merger Agreement, plus (ii) all of the Common Stock issued to a Holder upon exercise of a Warrant received as consideration pursuant to the Merger Agreement, plus (iii) other securities of Issuer issued in respect of such Common Stock, by way of a stock split, stock dividend, recapitalization, merger or consolidation, or otherwise, but exclusive of (iv) any securities described in clause (i), (ii) or (iii) above sold in a public offering registered under the Securities Act of 1933, as amended (the Act) or which may be sold by such Holder pursuant to Rule 144(k) promulgated under the Act.

1

(c) Registration Expenses means all expenses incident to Issuers performance of or compliance with this Agreement, including all registration, filing, listing and NASD fees, all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and expenses of counsel for Issuer and of its independent public accountants, including the expenses of any special audits or cold comfort letters required by or incident to such performance and compliance and any fees and disbursements of underwriters customarily paid by issuers of securities, but excluding underwriting discounts and commissions, transfer taxes, if any, and the fees and expenses of any counsel retained by the Holders.

2. Shelf Registration Statement for Holders.

(a) Shelf Registration. Pursuant to Section 5.6 of the Merger Agreement, Issuer has prepared and filed with the Securities and Exchange Commission (the SEC) a shelf registration statement on Form S-3 under the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act covering all of the Registrable Securities (the Shelf Registration Statement). The permitted method of distribution of Registrable Securities under the Shelf Registration Statement shall be consistent with the plan of distribution attached hereto as Annex A, and include sales complying with Rule 144(f), customary block trades and one underwritten offering of Registrable Securities under the Shelf Registration Statement in accordance with Section 2(b). Issuer shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective as soon as practicable following the closing of the Merger and to remain effective for a period of two (2) years from the date of effectiveness (subject to any black-out periods pursuant to Section 4)(the Shelf Registration). The Shelf Registration Statement may include securities other than the Registrable Securities, including shares of Common Stock for sale by the Issuer or securities holders other than the Holders. The Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC