0001193125-09-243100 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 27th, 2009 • United Refining Energy Corp • Crude petroleum & natural gas • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of December, 2009, by and among United Refining Energy Corp, a Delaware corporation (the “Company”), United Refining, Inc., a Delaware corporation (“URI”), Fischer Investments, L.L.C., an Oklahoma limited liability company (“Fischer Investments”), Altoma Energy, GP, an Oklahoma general partnership (“Altoma”) and CHK Holdings, LLC, an Oklahoma limited liability company (“CHK”). URI, Fischer Investments, Altoma and CHK are referred to herein as the “Investors.”

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AMENDED AND RESTATED SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • November 27th, 2009 • United Refining Energy Corp • Crude petroleum & natural gas • New York

AMENDED AND RESTATED SECURITIES ESCROW AGREEMENT, dated as of November 27, 2007 (the “Agreement”) by and among United Refining Energy Corp., a Delaware corporation (the “Company”), the undersigned parties listed as the Initial Stockholders on the signature page hereto (collectively, the “Initial Holders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

FORM OF EMPLOYMENT AGREEMENT
Form of Employment Agreement • November 27th, 2009 • United Refining Energy Corp • Crude petroleum & natural gas • Oklahoma

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the day of , 2009, is entered into by and between CHAPARRAL ENERGY, INC., a Delaware corporation f/k/a United Refining Energy Corp. (the “Company”) and (“Executive”).

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