Representations of Grantee. Grantee represents to Company as follows: # The Shares are being acquired for Grantee's own account, for investment purposes only and with no intent to distribute the Shares. (b) The Grantee is an "accredited investor" under Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, and is sophisticated about the risks of an investment in the Shares and in the Company and oil and gas industry. (c) Grantee is the founder and senior operations executive of the Company. (d) Grantee is a U.S. Citizen and resident of the Commonwealth of Virginia. (e) Grantee has invested in securities prior to the Grant and understands the risks of equity investments, whether publicly traded or not. (f) Grantee has had full access to Company business and financial records and has received answers to any questions about the Company and its business and financial affairs from Company Chief Financial Officer and accountants. (g) The Grantee will cooperate in good faith and in a diligent manner with the Company in compliance with federal and state securities laws and regulations in respect to issuance of the Shares under this Agreement.

Representations and Warranties of Grantee. Grantee represents and warrants to the Company that:

Grantee Acceptance. The Grantee shall signify acceptance of the terms and conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Company.

Grantee Acknowledgment. Grantee represents that he or she has read this Agreement and is familiar with its terms and provisions. Grantee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator of the Plan regarding any questions arising under this Agreement.

Death of Grantee. If an Grantee dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Grantee's estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of death. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Grantee's death. If, at the time of death, the Grantee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. The Option may be exercised by the executor or administrator of the Grantee's estate or, if none, by the person(s) entitled to exercise the Option under the Grantee's will or the laws of descent or distribution. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

Shares of Restricted Stock granted pursuant to an Award hereunder shall be issued in the name of the Grantee as soon as reasonably practicable after the Award is granted and the purchase price, if any, is paid by the Grantee; provided, that the Grantee has executed an Agreement evidencing the Award, an Escrow Agreement, appropriate blank stock powers and any other documents which the Committee, in its absolute discretion, may require as a condition to the issuance of such Shares. If a Grantee shall fail to execute the Agreement evidencing a Restricted Stock Award, an Escrow Agreement or appropriate blank stock powers or shall fail to pay the purchase price, if any, for the Restricted Stock, the Award shall be null and void. Shares issued in connection with a Restricted Stock Award, together with the stock powers, shall be deposited with the Escrow Agent. Except as restricted by the terms of the Agreement, upon the delivery of the Shares to the Escrow Agent, the Grantee shall have all of the rights of a shareholder with respect to such Shares, including the right to vote the shares and to receive, subject to Section 8(d), all dividends or other distributions paid or made with respect to the Shares.

Grantee Bound by the Plan. Grantee hereby acknowledges receipt of a copy of the Plan and the prospectus for the Plan and agrees to be bound by all the terms and provisions thereof.

Payout of Shares to Grantee. The Company shall deliver only to the Grantee (or, if applicable, the Grantee's Beneficiary, estate or Family Member) a certificate or evidence of the issuance of Shares in book-entry form, equal to the aggregate number of vested RSUs credited to the Grantee. Such Shares shall be issued no later than 30 days following the date that the RSUs related to such Shares first vest. The Company's obligation to deliver a stock certificate for these Shares, or evidence of the issuance of Shares in book-entry form, can be conditioned upon the receipt of a representation of investment intent from the Grantee (or the Grantee's Beneficiary, estate or Family Member) in such form as the Committee requires. The Company shall not be required to deliver stock certificates for these Shares, or evidence of the issuance of Shares in book-entry form, prior to: # the listing of those Shares on Nasdaq; or # the completion of any registration or qualification of those Shares required under applicable law.

Contract Non-Assignable by Grantee. The parties acknowledge that this Agreement has been entered into due to, among other things, the special skills and knowledge of Grantee, and agree that this Agreement may not be assigned or transferred by Grantee.

Representations. The Executive agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive represents that Executive’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to the Executive’s employment by the Company. The Executive has not entered into, and the Executive agrees the Executive will not enter into, any oral or written agreement in conflict herewith and the Executive’s employment by the Company and the Executive’s services to the Company will not violate the terms of any oral or written agreement to which the Executive is a party.