Rights of Grantee. 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 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.

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.

Acceptance by Grantee. The exercise of the Option or any portion thereof is conditioned upon acceptance by the Grantee of the terms and conditions of this Agreement, as evidenced by the Grantee's execution of [Schedule 1] and the delivery of an executed copy of [Schedule 1] to the Company.

Rights of Shareholder. Grantee shall not be entitled to any voting rights or other rights or privileges of ownership of Shares with respect to the Restricted Stock Units unless and until Shares are actually delivered to Grantee pursuant to this Agreement.

If the Grantee forfeits any rights Grantee has under this Award in accordance with [Section 3], the Grantee shall, on the date of such forfeiture, no longer have any rights as a stockholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on such shares.

Shareholder Rights. Grantee shall have no rights as a shareholder of the Company with respect to the Restricted Stock until the expiration of the Period of Restriction. Among other things, during the Period of Restriction, Grantee shall have no voting rights or rights to dividends or other distributions (if any) with respect to the Restricted Stock. Upon the expiration of the Period of Restriction, Grantee shall have all rights of a shareholder of the Company with respect to the Vested Stock.

Rights as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the stock units underlying his Restricted Stock Units, subject to the provisions of [Section 10] and such terms and conditions as the Administrator may determine.

Limitations on Rights. The RSUs do not provide the Grantee with any rights of a shareholder of the Company. The Grantee shall have no rights as a shareholder of the Company, no rights to regular, periodic cash dividends or dividend equivalents and no voting rights with respect to the RSUs or any Shares issuable in respect of such RSUs, until Shares, if any, are actually delivered to and held of record by the Grantee. Until any RSUs are actually paid, the RSUs will be unfunded, unsecured obligations of the Company.