0001354488-14-006359 Sample Contracts

Contract
Registration Rights Agreement • December 29th, 2014 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware
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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • December 29th, 2014 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware

This Indemnification Agreement (this “Agreement”) is made and entered into as of __________, by and between Earthstone Energy, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 29th, 2014 • Earthstone Energy Inc • Crude petroleum & natural gas • Delaware

This Registration Rights Agreement (this “Agreement”) dated as of December 19, 2014, is entered into by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), Parallel Resource Partners, LLC, a Delaware limited liability company (“PRP”) and Flatonia Energy, LLC, a Delaware limited liability company and a portfolio company managed by PRP (“Flatonia”) and, solely for the purposes of Sections 6 and 10 hereof, Oak Valley Resources, LLC (“Oak Valley”).

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