Stock Options; Warrants. At the Effective Time of the Acquisition, the merged entities will have no outstanding options or warrants issued.

Seller may exercise the Fixed Price Option at any time during the period between and including the seven (7) month anniversary of the Closing Date and the thirty-five (35) month anniversary of the Closing Date by delivering a Notice of Exercise to Buyer.

Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of the Company, any of the Company’s present or future parent or subsidiary corporations as defined in [Sections 424(e) or (f)])] of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. The Option shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code, and without limiting generality of the foregoing, the Option shall be deemed to include terms that comply with the eligibility standards described section 422(b) of the Code. Subject to the remaining provisions of this Section 5(b), if an Option intended to qualify as an Incentive Stock Option does not so qualify, the Board may, at its discretion, amend the Plan and Award with respect to such Option so that such Option qualifies as an Incentive Stock Option. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and any affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Award. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action taken by the Board, including without limitation the conversion of an Incentive Stock Option to a Nonstatutory Stock Option.

Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement.

Grant of Options. Subject to the provisions of the Plan, the Committee may # determine and designate from time to time those Participants to whom options are to be granted and the number of shares of Stock to be optioned to each employee; # authorize the granting of Incentive Stock Options, Nonqualified Stock Options, or combination of Incentive Stock Options and Nonqualified Stock Options; # determine the number of shares subject to each option; # determine the time or times when each Option shall become exercisable and the duration of the exercise period; and # determine whether and, if applicable, the manner in which each option shall contain stock appreciation rights; provided, however, that # no Incentive Stock Option shall be granted after the expiration of ten years from the ISO Effective Date as defined in Section 15 and # the aggregate Fair Market Value (determined as of the date the option is granted) of the Stock with respect to which Incentive Stock Options are exercisable for the first time by any employee during any calendar year (under all plans of Energen and its Subsidiaries) shall not exceed $100,000.

Bonus Stock Options. Beginning in 2018 and for each of the following two years, the Employee will be eligible to earn bonus stock options (“Bonus Options”) conditioned upon achieving annual revenue and EBITDA targets determined by the Board (“Bonus Targets”). The Bonus Options will be granted on the Effective Date at an exercise price equal to the five-day average closing price of the Company’s Common Stock as of the Effective Date. The Bonus Options for each year shall vest on December 31 of the bonus year upon the Company achieving at least 90% of the Bonus Targets for that year. The number of Bonus Options to be granted to the Employee each year shall equal to 1% of the Company’s issued and outstanding shares of Common Stock (including preferred stock on an as-converted basis) as of the Effective Date. Should a Change in Control occur after March 31 of a bonus year, all unvested Bonus Options which would vest on December 31 of the year in which the Change of Control occurs shall vest and become exercisable.

Exercise of Options. Options may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with payment in full (in the manner specified in Section 5(e)) of the exercise price for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company as soon as practicable following exercise.

Exercise of Options. A Participant may exercise an Option only on or before the date on which the Option expires, as provided in Subsection # below.

Nontransferability of Options. An Option granted to a Participant shall, during the lifetime of the Participant, be exercisable only by the Participant or the Participant’s conservator or legal representative and shall not be assignable or transferable. In the event of the Participant’s death, the Option is transferable by the Participant only by will or the laws of descent and distribution.

Exercise of Options. Vested Options granted under the Plan shall be exercised by the Participant or by a Permitted Assignee thereof (or by the Participant’s executors, administrators, guardian or legal representative, as may be provided in an Award Agreement) as to all or part of the Shares covered thereby, by the giving of written notice of exercise to the Company or its designated agent, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased, together with the amount required to be withheld by the then current Internal Revenue Code and Regulations and applicable state income taxes. Unless otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the time of exercise and shall be made in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds). The notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.