Common use of HSR Filings Clause in Contracts

HSR Filings. If Spark reasonably determines in good faith prior to the exercise of an Option for a Potential Target that the exercise of such Option requires HSR Clearance under the HSR Act, Spark shall provide written notice of such determination to Selecta in its notice of exercise such Option for such Potential Target. If HSR Filings are required, each Party shall use Commercially Reasonable Efforts to prepare and file its respective HSR Filing as promptly as is practicable. The Parties will cooperate with one another to the extent necessary in the preparation of any such HSR Filings. [***] shall be responsible for [***], incurred by such Party in connection with the preparation and filing of submissions to the FTC and DOJ (“Antitrust Authority”) under the HSR Act in accordance with this Section 2.9 and [***] shall be responsible for all HSR Act filing fees in connection therewith. The Parties shall use their respective Commercially Reasonable Efforts to obtain HSR Clearance for the exercise of such Option and to resolve as promptly as practicable any objections that [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions may be asserted with respect to this Agreement or the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory law. Specifically, without limitation, each Party shall: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Antitrust Authority with respect to such Option exercise for such Potential Target, (ii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any Antitrust Authority, (iii) not participate in any substantive meeting or have any substantive communication with any Antitrust Authority unless it has given the other Party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Antitrust Authority, gives the other the opportunity to attend and participate therein, (iv) furnish the other Party’s outside legal counsel with copies of all filings and communications between it and any such Antitrust Authority with respect to such Option exercise for such Potential Target; provided that such material may be redacted as necessary (1) to comply with contractual arrangements, (2) to address good faith legal privilege or confidentiality concerns and (3) to comply with applicable Law, (v) furnish the other Party’s outside legal counsel with such necessary information and reasonable assistance as the other Party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such Antitrust Authority, and (vi) use Commercially Reasonable Efforts to respond as soon as practicable to requests for information by any Antitrust Authority.

HSR Filings. If Spark reasonably determines in good faith prior required by Applicable Laws, promptly after the execution of this Agreement, both Parties shall file the appropriate notices with respect to the exercise transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of an Option for a Potential Target Justice (“DOJ”) under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”). Each of the Parties shall promptly supply the other with any information that may reasonably be required in order to effectuate the exercise of such Option requires HSR Clearance filings under the HSR Act. Each of the Parties shall notify the other promptly upon receipt from the FTC or DOJ in connection with any filing made under the HSR Act and of any request for amendments or supplements to any such filings or of any communications with, Spark and any other inquiries or requests for additional information from, the FTC and DOJ. Each Party shall provide written notice comply promptly, in accordance with advice received from counsel, as appropriate, with any such inquiry or request, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of such determination any of its assets or the assets of its Affiliates or to Selecta in its notice of exercise such Option for such Potential Target. If HSR Filings are requiredconsent to any other structural or conduct remedy, and each Party and its Affiliates shall use Commercially Reasonable Efforts have no obligation to prepare and file its respective HSR Filing as promptly as is practicable. The Parties will cooperate contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with one another respect to the extent necessary in the preparation of any such HSR Filingstransactions contemplated by this Agreement. [***] Each Party shall be responsible for [***]paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Xxxxx will pay the filing fees incurred by such Party both Parties in connection with the preparation and filing of submissions filings required pursuant to the HSR Act. In the event the Parties determine that HSR filings are required, the Effective Date shall not be deemed to have occurred and this Agreement (other than this Article 13) shall not be binding until the HSR Clearance Date. As used herein, the “HSR Clearance Date” means the earlier of (i) the date on which the FTC and or DOJ (“Antitrust Authority”) shall notify the Parties of early termination of the waiting period under the HSR Act in accordance with this Section 2.9 and [***] shall be responsible for all or (ii) the date on which the applicable waiting period under the HSR Act filing fees in connection therewith. The Parties shall use their respective Commercially Reasonable Efforts to obtain expires; provided, however, that if the FTC or DOJ commences any investigation by means of a second request or otherwise, HSR Clearance for Date means the exercise of such Option and to resolve as promptly as practicable date on which any objections that [***] Certain information in this document investigation opened by the FTC or DOJ has been omitted and filed separately with terminated, without action to prevent the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions may be asserted with respect to this Agreement or Parties from implementing the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory law. Specifically, without limitation, each Party shall: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Antitrust Authority with respect to such Option exercise for such Potential Targetthe United States. Notwithstanding any other provisions of this Agreement to the contrary, (ii) permit the other either Party may terminate this Agreement effective upon Notice to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any Antitrust Authority, (iii) not participate in any substantive meeting or have any substantive communication with any Antitrust Authority unless it has given the other Party a reasonable opportunity to consult with it in advance and, to if the extent permitted by such Antitrust Authority, gives HSR Clearance Date has not occurred on or before the other date that is [***] days after the opportunity to attend and participate therein, (iv) furnish the other Party’s outside legal counsel with copies of all filings and communications between it and any such Antitrust Authority with respect to such Option exercise for such Potential Target; provided that such material may be redacted as necessary (1) to comply with contractual arrangements, (2) to address good faith legal privilege or confidentiality concerns and (3) to comply with applicable Law, (v) furnish the other Party’s outside legal counsel with such necessary information and reasonable assistance as the other Party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such Antitrust Authority, and (vi) use Commercially Reasonable Efforts to respond as soon as practicable to requests for information by any Antitrust AuthorityParties make their respective HSR filings.

HSR Filings. If Spark reasonably determines in good faith prior required by Applicable Laws, after the Execution Date, both Parties shall file the appropriate notices with respect to the exercise transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of an Option Justice (“DOJ”) under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”). Each of the Parties shall promptly supply the other with any information that may reasonably be required in order to effectuate the filings under the HSR Act. Each of the Parties shall notify the other promptly upon receipt from the FTC or DOJ in connection with any filing made under the HSR Act and of any request for a Potential Target amendments or supplements to any such filings or of any substantive communications with, and any other substantive inquiries or requests for additional information from, the FTC and DOJ. Each Party shall comply promptly, in accordance with advice received from counsel, as appropriate, with any such inquiry or request, provided, however, that neither Party shall be required to consent to the exercise divestiture or other disposition of such Option requires any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy, and each Party and its Affiliates shall have no obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Xxxxx will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the HSR Act. In the event the Parties determine that HSR filings are required, the Effective Date shall not be deemed to have occurred and this Agreement (other than this Article 15) shall not be binding until the HSR Clearance Date. As used herein, the “HSR Clearance Date” means the earlier of: (a) the date on which the FTC or DOJ shall notify the Parties of early termination of the waiting period under the HSR Act; or (b) the date on which the applicable waiting period under the HSR Act, Spark shall provide written notice or any agreed extension thereof, expires. Notwithstanding any other provisions of such determination to Selecta in its notice of exercise such Option for such Potential Target. If HSR Filings are required, each Party shall use Commercially Reasonable Efforts to prepare and file its respective HSR Filing as promptly as is practicable. The Parties will cooperate with one another this Agreement to the extent necessary in contrary, either Party may terminate this Agreement effective upon notice to the preparation of any such other Party if the HSR Filings. Clearance Date has not occurred on or before the date that is [***] shall be responsible for [***], incurred by such Party in connection with after the preparation and filing of submissions to the FTC and DOJ (“Antitrust Authority”) under the HSR Act in accordance with this Section 2.9 and [***] shall be responsible for all HSR Act filing fees in connection therewith. The Parties shall use make their respective Commercially Reasonable Efforts to obtain HSR Clearance for the exercise of such Option and to resolve as promptly as practicable any objections that [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions may be asserted with respect to this Agreement or the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory law. Specifically, without limitation, each Party shall: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Antitrust Authority with respect to such Option exercise for such Potential Target, (ii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any Antitrust Authority, (iii) not participate in any substantive meeting or have any substantive communication with any Antitrust Authority unless it has given the other Party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Antitrust Authority, gives the other the opportunity to attend and participate therein, (iv) furnish the other Party’s outside legal counsel with copies of all filings and communications between it and any such Antitrust Authority with respect to such Option exercise for such Potential Target; provided that such material may be redacted as necessary (1) to comply with contractual arrangements, (2) to address good faith legal privilege or confidentiality concerns and (3) to comply with applicable Law, (v) furnish the other Party’s outside legal counsel with such necessary information and reasonable assistance as the other Party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such Antitrust Authority, and (vi) use Commercially Reasonable Efforts to respond as soon as practicable to requests for information by any Antitrust Authorityfilings.

HSR Filings. If Spark reasonably determines in good faith prior required by Applicable Laws, promptly after the execution of this Agreement, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s) to file) the appropriate notices with respect to the exercise transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of an Option for a Potential Target Justice (“DOJ”) under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”). Each of the Parties shall promptly supply (or, if applicable, shall cause their respective Affiliate(s) to supply) the other with any information that may reasonably be required in order to effectuate the exercise of such Option requires HSR Clearance filings under the HSR Act, Spark . Each of the Parties shall provide written notice of such determination to Selecta in its notice of exercise such Option for such Potential Target. If HSR Filings are required, each Party shall use Commercially Reasonable Efforts to prepare and file its respective HSR Filing as notify the other promptly as is practicable. The Parties will cooperate with one another to upon receipt from the extent necessary in the preparation of any such HSR Filings. [***] shall be responsible for [***], incurred by such Party FTC or DOJ in connection with the preparation and any filing of submissions to the FTC and DOJ (“Antitrust Authority”) made under the HSR Act and of any request for amendments or supplements to any such filings or of any communications with, and any other inquiries or requests for additional information from, the FTC and DOJ. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the HSR Act. Each Party shall comply (or, if applicable, cause their respective Affiliate(s) to comply) promptly, in accordance with this Section 2.9 advice received from counsel, as appropriate, with any such inquiry or request. Each Party agrees (and [***] shall be responsible cause each of their respective Affiliates) to use their respective commercially reasonable efforts: (a) to cooperate to obtain any authorizations, clearances, orders or approvals required for all transactions contemplated hereby under the HSR Act filing fees in connection therewithand any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”); (b) to promptly respond to any request by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any other Governmental Authority regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the instructions of any Governmental Authority, keep the other Party apprised of the status of matters relating to the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices or other material communications received by such Party or any of their respective Affiliates, as the case may be, from any Third Party and/or any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall use their respective Commercially Reasonable Efforts to obtain HSR Clearance each permit legal counsel for the exercise of such Option and to resolve as promptly as practicable any objections that [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions may be asserted with respect to this Agreement or the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory law. Specifically, without limitation, each other Party shall: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Antitrust Authority with respect to such Option exercise for such Potential Target, (ii) permit the other a reasonable opportunity to review and discuss in advance, and consider in good faith the view views of the other Party in connection with, any proposed material written or oral communication to any Governmental Authority with respect to the transactions contemplated hereby. Each of the Parties agrees, subject to applicable legal limitations and the instructions of any Antitrust Governmental Authority, (iii) not to participate in any substantive meeting or have any substantive communication discussion, either in person or by telephone, with any Antitrust Governmental Authority in connection with this Agreement unless it has given consults with the other Party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Antitrust Authority, and gives the other Party the opportunity to attend and participate thereinparticipate, (iv) furnish provided, however, that neither Party shall be required to consent to the divestiture or other Party’s outside legal counsel with copies disposition of all filings any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and communications between it and neither Party nor its Affiliates shall have any such Antitrust Authority obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to such Option exercise the transactions contemplated by this Agreement. Each Party shall be responsible for such Potential Target; provided that such material may be redacted as necessary paying its own costs and expenses (1) to comply with contractual arrangements, (2) to address good faith legal privilege or confidentiality concerns and (3) to comply with applicable Law, (v) furnish the other Party’s outside legal counsel with such necessary information and reasonable assistance as the other Party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such Antitrust Authority, and (vi) use Commercially Reasonable Efforts to respond as soon as practicable to requests for information by any Antitrust Authority.including WEIL:\97737446\1\59474.0121 EXECUTION VERSION

HSR Filings. If Spark reasonably determines a filing is required pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in good faith connection with the issuance to the Participant of any shares of Common Shares pursuant to this Award, compliance with the requirements of the HSR Act shall be a condition precedent to any such issuance. In such event, the Company, on the one hand, and the Participant, on the other hand, shall, prior to the exercise of an Option for a Potential Target that the exercise of such Option requires HSR Clearance issuance, (i) as promptly as practicable, make, or cause or be made, all filings and submissions required under the HSR Act, Spark shall provide written notice and (ii) use their commercially reasonable efforts to obtain, or cause to be obtained, consent in respect of such determination to Selecta in its notice filings and submissions (or the termination or expiration of exercise such Option for such Potential Target. If HSR Filings are requiredthe applicable waiting period, each Party shall use Commercially Reasonable Efforts to prepare and file its respective HSR Filing as promptly as is practicable. The Parties will cooperate with one another to the extent necessary in the preparation applicable); provided, however, any filing or submission fees required of any such HSR Filings. [***] shall be responsible for [***], incurred by such Party person or entity in connection with the preparation and filing of any such filings or submissions to the FTC and DOJ (“Antitrust Authority”) required under the HSR Act shall be paid by the Company. [Signature page follows] XXXXXXX ENERGY CORPORATION By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any change in the address for notice indicated in this Section 2.9 and [***] Agreement. DATED: SIGNED: PARTICIPANT Address: Signature Page to Performance Phantom Stock Agreement Schedule I Performance Condition for the Performance Period The number of Target Phantom Shares that vest (if any) shall be responsible determined by the level of achievement of certain performance measures for all HSR Act filing fees in connection therewitheach of the Measurement Periods (as defined below) during the 3-year period commencing January 1, 2018 and ending December 31, 2020 (the “Performance Period”). The Parties shall use their respective Commercially Reasonable Efforts to obtain HSR Clearance for performance measures are “Leveraged Metrics (Debt/EBITDAX),” “Reserves Replacement,” “XXX/Xxx” and “Safety (TRIR)” (together, the exercise “Performance Measures” and each, individually, a “Performance Measure”) and a description of how each measure is calculated in provided below. The number of Target Phantom Shares earned (if any) is based on the achievement level of the Performance Measures. Following the end of each Measurement Period, but in no event later than sixty (60) days following the end of such Option Measurement Period (each such date, a “Vesting Date”), the level of achievement of each of the Performance Measures for such Measurement Period shall be determined and to resolve as promptly as practicable any objections that [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions may results for each Performance Measure shall be asserted with respect to this Agreement weighted 30% (or the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory law. Specifically, without limitation, each Party shall: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, 10% in the case of oral communicationsSafety (TRIR)) to determine the number of Target Phantom Shares earned (if any) during the Measurement Period. The overall results of each Performance Measure during a Measurement Period shall be weighted 33.33% (or 33.34% for the final Measurement Period during the Performance Period) to determine the number of Target Phantom Shares earned (if any) during the entire Performance Period. The following chart shows the payout as a percentage of the Target Phantom Shares for the 2018 Measurement Period (as defined below) based on the level of achievement of the Performance Measures during the 2018 Measurement Period. The performance achievement level to achieve a specified payout as a percentage of Target Phantom Shares for subsequent Measurement Periods following the 2018 Measurement Period and during the Performance Period will be determined by the Committee in its discretion no later than June 30, advise 2018 and such performance achievement levels will be set forth in an amended Schedule I provided to the other of) any communications from Participants no later than July 15, 2018. In determining the level of performance achieved and the number of Phantom Shares earned, the Committee will interpolate on a straight-line basis between the points on the chart below and shall have the discretion to adjust the number of Phantom Shares earned upward or with any Antitrust Authority downward, but in no event shall more than 200% of the Target Phantom Shares be earned for the entire Performance Period or 66.66% of the Target Phantom Shares for each Measurement Period (or 66.68% for the final Measurement Period during the Performance Period). In general, except as provided below with respect to such Option exercise for such Potential Target, (ii) permit the other to review and discuss in advance, and consider in good faith the view certain terminations of the other Participant’s Continuous Service, the Participant must be employed on the applicable Vesting Date in connection with, any proposed written or oral communication with any Antitrust Authority, order to become vested in the applicable portion of the Phantom Shares. Leveraged Metrics (iiiNet Debt/EBITDAX) not participate in any substantive meeting or have any substantive communication with any Antitrust Authority unless it has given 2018 Performance Achievement Level 4.7x 4.5x 4.2x 4.0x 3.8x 3.5x 3.3x Payout as a Percentage of the other Party Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% Reserves Replacement 2018 Performance Achievement Level 0% 70% 80% 100% 120% 130% 150% Payout as a reasonable opportunity to consult with it in advance and, to Percentage of the extent permitted by such Antitrust Authority, gives 0% 25% 75% 100% 125% 175% 200% Target Phantom Shares XXX/Boe 2018 Performance Achievement Level $11.25 $11.00 $10.75 $10.50 $10.40 $10.20 $10.00 Payout as a Percentage of the other Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% Safety (TRIR) 2018 Performance Achievement Level 1.3 1.2 1.1 1.0 0.9 0.8 0.7 Payout as a Percentage of the opportunity to attend and participate therein, (iv) furnish the other Party’s outside legal counsel with copies of all filings and communications between it and any such Antitrust Authority with respect to such Option exercise for such Potential Target; provided that such material may Target Phantom Shares 0% 25% 75% 100% 125% 175% 200% “Leverage Metric” shall be redacted as necessary (1) to comply with contractual arrangements, (2) to address good faith legal privilege or confidentiality concerns and (3) to comply with applicable Law, (v) furnish the other Party’s outside legal counsel with such necessary information and reasonable assistance calculated as the other PartyCompany’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information net debt to any such Antitrust AuthorityEBITDAX as presented by the Company, subject to adjustment for acquisitions, divestitures and (vi) use Commercially Reasonable Efforts to respond as soon as practicable to requests for information by any Antitrust Authoritynon-recurring items.

HSR Filings. If Spark reasonably determines a filing is required pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in good faith connection with the issuance to the Participant of any shares of Common Stock pursuant to this Award, compliance with the requirements of the HSR Act shall be a condition precedent to any such issuance. In such event, the Company, on the one hand, and the Participant, on the other hand, shall, prior to the exercise of an Option for a Potential Target that the exercise of such Option requires HSR Clearance issuance, (i) as promptly as practicable, make, or cause or be made, all filings and submissions required under the HSR Act, Spark shall provide written notice and (ii) use their commercially reasonable efforts to obtain, or cause to be obtained, consent in respect of such determination to Selecta in its notice filings and submissions (or the termination or expiration of exercise such Option for such Potential Target. If HSR Filings are requiredthe applicable waiting period, each Party shall use Commercially Reasonable Efforts to prepare and file its respective HSR Filing as promptly as is practicable. The Parties will cooperate with one another to the extent necessary in the preparation applicable); provided, however, any filing or submission fees required of any such HSR Filings. [***] shall be responsible for [***], incurred by such Party person or entity in connection with the preparation and filing of any such filings or submissions to the FTC and DOJ (“Antitrust Authority”) required under the HSR Act shall be paid by the Company. XXXXXXX ENERGY CORPORATION By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any change in the address for notice indicated in this Section 2.9 and [***] Agreement. DATED: SIGNED: PARTICIPANT Address: Schedule I Performance Condition for the Performance Period The number of Target Phantom Shares that vest (if any) shall be responsible determined by the achievement of the metrics as shown in the chart below during the 5-year period commencing January 1, 2017 and ending December 31, 2021 (the “Performance Period”). Performance Delta (%) Payout as a Percentage of the Target Restricted Stock Units 25% or greater 200% 20% 180% 15% 160% 10% 140% 5% 120% 0% 100% -5% 80% -10% 60% -15% 40% -20% 20% -25% or greater 0% Per the chart above, the number of Target Phantom Shares earned (if any) is based on the Performance Delta. Following the end of each Measurement Period, but in no event later than sixty (60) days following the end of such Measurement Period (each such date, a “Vesting Date”), the Performance Delta for all HSR Act filing fees such Measurement Period shall be determined and the results for each Measurement Period shall be weighted 20%. In determining the level of performance achieved and the number of Phantom Shares earned, the Committee will interpolate on a straight-line basis between the points on the above chart and shall have the discretion to adjust the number of Phantom Shares earned upward or downward, but in connection therewith. The Parties no event shall use their respective Commercially Reasonable Efforts to obtain HSR Clearance more than 200% of the Target Phantom Shares be earned for the exercise entire Performance Period or 40% of such Option and to resolve the Target Phantom Shares for each Measurement Period. In general, except as promptly as practicable any objections that [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested provided below with respect to certain terminations of the omitted portions may Participant’s Continuous Service, the Participant must be asserted with respect employed on the applicable Vesting Date in order to this Agreement or the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory law. Specifically, without limitation, each Party shall: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, become vested in the case of oral communications, advise the other of) any communications from or with any Antitrust Authority with respect to such Option exercise for such Potential Target, (ii) permit the other to review and discuss in advance, and consider in good faith the view applicable portion of the other in connection with, any proposed written or oral communication with any Antitrust Authority, (iii) not participate in any substantive meeting or have any substantive communication with any Antitrust Authority unless it has given the other Party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Antitrust Authority, gives the other the opportunity to attend and participate therein, (iv) furnish the other Party’s outside legal counsel with copies of all filings and communications between it and any such Antitrust Authority with respect to such Option exercise for such Potential Target; provided that such material may be redacted as necessary (1) to comply with contractual arrangements, (2) to address good faith legal privilege or confidentiality concerns and (3) to comply with applicable Law, (v) furnish the other Party’s outside legal counsel with such necessary information and reasonable assistance as the other Party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such Antitrust Authority, and (vi) use Commercially Reasonable Efforts to respond as soon as practicable to requests for information by any Antitrust AuthorityPhantom Shares.

HSR Filings. If Spark reasonably determines a filing is required pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in good faith connection with the issuance to the Participant of any shares of Common Stock pursuant to this Award, compliance with the requirements of the HSR Act shall be a condition precedent to any such issuance. In such event, the Company, on the one hand, and the Participant, on the other hand, shall, prior to the exercise of an Option for a Potential Target that the exercise of such Option requires HSR Clearance issuance, (i) as promptly as practicable, make, or cause or be made, all filings and submissions required under the HSR Act, Spark shall provide written notice and (ii) use their commercially reasonable efforts to obtain, or cause to be obtained, consent in respect of such determination to Selecta in its notice filings and submissions (or the termination or expiration of exercise such Option for such Potential Target. If HSR Filings are requiredthe applicable waiting period, each Party shall use Commercially Reasonable Efforts to prepare and file its respective HSR Filing as promptly as is practicable. The Parties will cooperate with one another to the extent necessary in the preparation applicable); provided, however, any filing or submission fees required of any such HSR Filings. [***] shall be responsible for [***], incurred by such Party person or entity in connection with the preparation and filing of any such filings or submissions to the FTC and DOJ (“Antitrust Authority”) required under the HSR Act shall be paid by the Company. [Signature page follows] XXXXXXX ENERGY CORPORATION By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any change in the address for notice indicated in this Section 2.9 and [***] Agreement. DATED: SIGNED: PARTICIPANT Address: Schedule I Performance Condition for the Performance Period The number of Target Phantom Shares that vest (if any) shall be responsible determined by the achievement of the metrics as shown in the chart below during the 5-year period commencing January 1, 2017 and ending December 31, 2021 (the “Performance Period”). Performance Delta (%) Payout as a Percentage of the Target Restricted Stock Units 25% or greater 200 % 20% 180 % 15% 160 % 10% 140 % 5% 120 % 0% 100 % -5% 80 % -10% 60 % -15% 40 % -20% 20 % -25% or greater 0 % Per the chart above, the number of Target Phantom Shares earned (if any) is based on the Performance Delta. Following the end of each Measurement Period, but in no event later than sixty (60) days following the end of such Measurement Period (each such date, a “Vesting Date”), the Performance Delta for all HSR Act filing fees such Measurement Period shall be determined and the results for each Measurement Period shall be weighted 20%. In determining the level of performance achieved and the number of Phantom Shares earned, the Committee will interpolate on a straight-line basis between the points on the above chart and shall have the discretion to adjust the number of Phantom Shares earned upward or downward, but in connection therewith. The Parties no event shall use their respective Commercially Reasonable Efforts to obtain HSR Clearance more than 200% of the Target Phantom Shares be earned for the exercise entire Performance Period or 40% of such Option and to resolve the Target Phantom Shares for each Measurement Period. In general, except as promptly as practicable any objections that [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested provided below with respect to certain terminations of the omitted portions may Participant’s Continuous Service, the Participant must be asserted with respect employed on the applicable Vesting Date in order to this Agreement or the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory law. Specifically, without limitation, each Party shall: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, become vested in the case of oral communications, advise the other of) any communications from or with any Antitrust Authority with respect to such Option exercise for such Potential Target, (ii) permit the other to review and discuss in advance, and consider in good faith the view applicable portion of the other in connection with, any proposed written or oral communication with any Antitrust Authority, (iii) not participate in any substantive meeting or have any substantive communication with any Antitrust Authority unless it has given the other Party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Antitrust Authority, gives the other the opportunity to attend and participate therein, (iv) furnish the other Party’s outside legal counsel with copies of all filings and communications between it and any such Antitrust Authority with respect to such Option exercise for such Potential Target; provided that such material may be redacted as necessary (1) to comply with contractual arrangements, (2) to address good faith legal privilege or confidentiality concerns and (3) to comply with applicable Law, (v) furnish the other Party’s outside legal counsel with such necessary information and reasonable assistance as the other Party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such Antitrust Authority, and (vi) use Commercially Reasonable Efforts to respond as soon as practicable to requests for information by any Antitrust AuthorityPhantom Shares.

HSR Filings. If Spark reasonably determines in good faith prior to the exercise of an Option for a Potential Target that the exercise of such Option requires HSR Clearance under the HSR Act, Spark shall provide written notice of such determination to Selecta in its notice of exercise such Option for such Potential Target. If HSR Filings are required, each Party shall use Commercially Reasonable Efforts to prepare and file its respective HSR Filing as promptly as is practicable. The Parties will cooperate with one another to the extent necessary in the preparation of any such HSR Filings. [***] shall be responsible for [***], incurred by such Party in connection with the preparation and filing of submissions to the FTC and DOJ (“Antitrust Authority”) under the HSR Act in accordance with this Section 2.9 and [***] shall be responsible for all HSR Act filing fees in connection therewith. The Parties shall use their respective Commercially Reasonable Efforts to obtain HSR Clearance for the exercise of such Option and to resolve as promptly as practicable any objections that [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions may be asserted with respect to this Agreement or the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory law. Specifically, without limitation, each Party shall: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Antitrust Authority with respect to such Option exercise for such Potential Target, (ii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any Antitrust Authority, (iii) not participate in any substantive meeting or have any substantive communication with any Antitrust Authority unless it has given the other Party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Antitrust Authority, gives the other the opportunity to attend and participate therein, (iv) furnish the other Party’s outside legal counsel with copies of all filings and communications between it and any such Antitrust Authority with respect to such Option exercise for such Potential Target; provided that such material may be redacted as necessary (1) to comply with contractual arrangements, (2) to address good faith legal privilege or confidentiality concerns and (3) to comply with applicable Law, (v) furnish the other Party’s outside legal counsel with such necessary information and reasonable assistance as the other Party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such Antitrust Authority, and (vi) use Commercially Reasonable Efforts to respond as soon as practicable to requests for information by any Antitrust Authority.