INDEMNIFICATION AND CONTRIBUTION      52 Clause Samples

INDEMNIFICATION AND CONTRIBUTION      52. Section 8.1 Indemnification Obligations 52 Section 8.2 Indemnification Procedure 52 Section 8.3 Settlement of Indemnified Claims 53 Section 8.4 Contribution 54 Section 8.5 Treatment of Indemnification Payments 54 Section 8.6 No Survival 54 Section 9.1 Consensual Termination 55 Section 9.2 Automatic Termination 55 Section 9.3 Termination by the Company 57 Section 9.4 Effect of Termination 58 Section 10.1 Notices 59 Section 10.2 Assignment; Third Party Beneficiaries 60 Section 10.3 Prior Negotiations; Entire Agreement 60 Section 10.4 Governing Law; Venue 61 Section 10.5 Waiver of Jury Trial 61 Section 10.6 Counterparts 61 Section 10.7 Waivers and Amendments; Rights Cumulative; Consent 61 Section 10.8 Headings 62 Section 10.9 Specific Performance 62 Section 10.10 Damages 63 Section 10.11 No Reliance 63 Section 10.12 Publicity 63 Section 10.13 Settlement Discussions 64 Section 10.14 No Recourse 64 Section 10.15 Relationship Among Parties 65 Schedule 1A HoldCo Noteholders Backstop Commitment Schedule Schedule 1B HoldCo Equityholders Backstop Commitment Schedule Exhibit A Form of Rights Offering Procedures Exhibit B Form of Transfer Notice Exhibit C Form of Joinder Agreement Exhibit D Form of Plan Support Agreement Transfer Agreement THIS BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of November 21, 2016, is made by and among Ultra Petroleum Corp., a company incorporated under the laws of Yukon, Canada and the ultimate parent of each of the other Debtors (as the debtor in possession and a reorganized debtor, as applicable, the “Company”), on behalf of itself and each of the other Debtors (as defined below), on the one hand, and each Commitment Party (as defined below), on the other hand. The Company and each Commitment Party is referred to herein, individually, as a “Party” and, collectively, as the “Parties.” Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan Support Agreement.