EX-2.3 2 d109386dex23.htm EX-2.3 EX-2.3

Exhibit 2.3

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated as of February 22, 2026, by and between Antero Resources Corporation, a Delaware corporation (“Antero Resources”), Antero Minerals LLC, a Delaware limited liability company (“Antero Minerals”) and Monroe Pipeline LLC, a Delaware limited liability company (“Monroe Pipeline” and together with Antero Resources and Antero Minerals, collectively, “Seller”), on the one hand, Infinity Natural Resources LLC, a Delaware limited liability company (“Infinity”), and Northern Oil and Gas, Inc., a Delaware corporation (“NOG”, and together with Infinity, collectively, “Buyer”), on the other hand. Seller, Infinity and NOG are each a “Party”, and collectively the “Parties”. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Purchase Agreement (as hereinafter defined).

RECITALS

WHEREAS, the Parties entered into that certain Purchase and Sale Agreement, dated December 5, 2025 (as amended by this Amendment, and as may be further amended from time to time, the “Purchase Agreement”), whereby, among other things, Seller agreed to sell, and Buyer agreed to purchase, the Assets.

WHEREAS, the Parties desire to amend the Purchase Agreement as more specifically set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions, and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound by the terms hereof, agree as follows:

 

  1.

Amendment to Section 1.1. Effective as of the original Execution Date, Section 1.1 (Defined Terms) to the Purchase Agreement is hereby amended as follows:

 

  (a).

The definition of “Buyer Pro Rata Share” is hereby amended and restated in its entirety with the following: ““Buyer Pro Rata Share” means, with respect to (a) Infinity, 60%, and (b) NOG, 40%.”

 

  (b).

The definition of “Infinity Assets” is hereby amended and restated in its entirety with the following: ““Infinity Assets” means (a) an undivided 60% of all right, title and interest in and to the Specified Assets, and (b) all right, title and interest in and to the Infinity Only Assets.”

 

  (c).

The definition of “NOG Assets” is hereby amended and restated in its entirety with the following: ““NOG Assets” means an undivided 40% of all right, title and interest in and to the Specified Assets.”

 

  (d).

The definition of “Assets” is hereby amended by adding the following as the final two subparts of such definition:


  i.

“(s) all lessor royalties, overriding royalty interest, non-participating royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other Royalties and any other similar interests located within the Sale Area, including those set forth on Exhibit A-1; and

 

  ii.

(t) the spill response trailers located on the Andes pad and Krupa pad.”

 

  2.

Amendment to Section 7.1(f). Effective as of the original Execution Date, Section 7.1(f) (Conduct of Business) to the Purchase Agreement is hereby amended and restated in its entirety with the provision set forth on Annex I.

 

  3.

Amendment to Exhibit A-1. Effective as of the original Execution Date, Exhibit A-1 (Leases; Mineral Interests) to the Purchase Agreement is hereby amended by adding the overriding royalty interests listed on Annex II Part 1 and the leases on Annex II Part 2.

 

  4.

Amendment to Exhibit B. Effective as of the original Execution Date, Exhibit B (Wells; Well Pad Locations) to the Purchase Agreement is hereby amended by adding the Wells listed on Annex III Part 1.

 

  5.

Amendment to Exhibit B. Effective as of the original Execution Date, Exhibit B (P&A Wells) to the Purchase Agreement is hereby amended by adding the Wells listed on Annex III Part 2.

 

  6.

Amendment to Exhibit E. Effective as of the original Execution Date, Exhibit E (Transferred Vehicles) to the Purchase Agreement is hereby amended by adding the Transferred Vehicles listed on Annex IV.

 

  7.

Amendment to Exhibit O. Effective as of the original Execution Date, Exhibit O (Certain Applicable Contracts) to the Purchase Agreement is hereby amended by deleting the contracts listed on Annex V.

 

  8.

Amendment to Schedule 1.1(cc). Effective as of the original Execution Date, Schedule 1.1(cc) (Certain Excluded Assets) to the Purchase Agreement is hereby amended as set forth on Annex VI.

 

  9.

Amendment to Schedule 7.5. Effective as of the original Execution Date, the Purchase Agreement is hereby amended by adding Annex VII as Schedule 7.5 (Assumed Litigation) to the Purchase Agreement.

 

  10.

Amendment to Schedule 8.4. Effective as of the original Execution Date, Schedule 8.4 (Consents) to the Purchase Agreement is hereby amended by deleting the contracts listed on Annex VIII.

 

  11.

Amendment to Schedules 8.7 (Litigation) and 8.18(a) (Royalties and Working Interest Payments). Schedule 8.7 (Litigation) and Schedule 8.18(a) (Royalties and Working Interest Payments) to the Purchase Agreement is hereby amended to add the matter set forth on Annex IX.


  12.

Amendment to Schedule 8.8(a). Effective as of the original Execution Date, Schedule 8.8(a) (Material Contracts) to the Purchase Agreement is hereby amended as set forth on Annex X.

 

  13.

Direction Under Section 16.4 of the Purchase Agreement. The Parties acknowledge and agree that Infinity hereby directs Seller pursuant to Section 16.4 of the Purchase Agreement to convey certain Assets to INR Ohio, LLC pursuant to the Instruments of Conveyance, and further pursuant to the terms thereof that Infinity and INR Ohio, LLC shall be jointly and severally liable for any and all obligations of Infinity as Buyer under the Purchase Agreement with respect thereto.

 

  14.

Mutual Acknowledgement. The Parties acknowledge and agree to the matters set forth on Annex XI.

 

  15.

Compliance with the Purchase Agreement. The Parties acknowledge and agree that this Amendment is in compliance with the Purchase Agreement, having been prepared pursuant to Section 16.12 of the Purchase Agreement, and constitutes a valid amendment, binding on the Parties.

 

  16.

Incorporation by Reference. Sections 1.2 (References and Rules of Construction), 16.1 (Exhibits and Schedules), 16.4 (Assignment), 16.10 (Entire Agreement; Conflicts), 16.11 (Parties in Interest), 16.12 (Amendment), 16.13 (Waiver; Rights Cumulative), 16.14 (Conflict of Law Jurisdiction, Venue; Jury Waiver), 16.16 (Severability) and 16.17 (Counterparts) of the Purchase Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Amendment and the Parties mutatis mutandis.

[Signature Pages Follow]


IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.

 

SELLER:
ANTERO RESOURCES CORPORATION
Name:  

/s/ Brendan Krueger

By:   Brendan Krueger
Title:   Chief Financial Officer and Treasurer
ANTERO MINERALS LLC
Name:  

/s/ Brendan Krueger

By:   Brendan Krueger
Title:   Chief Financial Officer and Treasurer
MONROE PIPELINE LLC
Name:  

/s/ Brendan Krueger

By:   Brendan Krueger
Title:   Chief Financial Officer and Treasurer

Signature Page to First Amendment to Purchase and Sale Agreement


BUYER:
INFINITY NATURAL RESOURCES LLC
Name:  

/s/ Zack Arnold

By:   Zack Arnold
Title:   President and Chief Executive Officer
NORTHERN OIL AND GAS, INC.
Name:  

/s/ Nicholas O’Grady

By:   Nicholas O’ Grady
Title:   Chief Executive Officer

Signature Page to First Amendment to Purchase and Sale Agreement