0001047469-14-007139 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2014 by and between Vantage Energy Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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VANTAGE ENERGY INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • New York

BARCLAYS CAPITAL INC. As Representative of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019

EMPLOYMENT AGREEMENT
Employment Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas

This Employment Agreement (“Agreement”) is made and entered into by and between Vantage Energy Inc., a Delaware corporation (the “Company”), and [·] (“Employee”) effective as of [·], 2014 (the “Effective Date”). Vantage Energy, LLC, a Delaware limited liability company (“Vantage I”), and Vantage Energy II, LLC, a Delaware limited liability company (“Vantage II”), join this Agreement for the limited purpose of agreeing to Section 10(d) below.

SECOND LIEN CREDIT AGREEMENT dated as of December 20, 2013, among VANTAGE ENERGY, LLC, as Borrower, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
Second Lien Credit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • New York

This SECOND LIEN CREDIT AGREEMENT dated as of December 20, 2013, is by and among VANTAGE ENERGY, LLC, a Delaware limited liability company (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, acting through one or more of its branches or affiliates (“Credit Suisse”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders.

CREDIT AGREEMENT
Credit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado

THIS CREDIT AGREEMENT is made as of November 29, 2012, by and among VANTAGE ENERGY II, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders referred to below.

SECOND LIEN TERM LOAN CREDIT AGREEMENT dated as of May 8, 2014, among VANTAGE ENERGY II, LLC, as Borrower, THE LENDERS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent
Term Loan Credit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • New York

This SECOND LIEN TERM LOAN CREDIT AGREEMENT, dated as of May 8, 2014, is by and among VANTAGE ENERGY II, LLC, a Delaware limited liability company (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of May 8, 2014, by and among VANTAGE ENERGY II, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders party hereto.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of December 3, 2013, by and among VANTAGE ENERGY II, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders party hereto.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of July 10, 2014, by and among VANTAGE ENERGY II, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders party hereto.

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of May 12, 2014, by and among VANTAGE ENERGY, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders party hereto.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 21st, 2014 • Vantage Energy Inc. • Crude petroleum & natural gas • Colorado

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is made as of December 20, 2013, by and among VANTAGE ENERGY, LLC, a Delaware limited liability company (“Borrower”), WELLS FARGO BANK, N.A., as Administrative Agent and as LC Issuer, and the Lenders referred to below.

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