0001047469-13-007239 Sample Contracts

ATHLON ENERGY INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • June 27th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • Delaware

This Director and Officer Indemnification Agreement (this “Agreement”) is made as of this day of 2013, by and between Athlon Energy Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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FORM OF TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • June 27th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2013, is hereby entered into by and among Athlon Energy Inc., a Delaware corporation (the “Corporation”), Athlon Holdings LP, a Delaware limited partnership (the “Partnership”), and each of the Partners (as defined herein).

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FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • June 27th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • Delaware

This EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2013, is entered into by and among Athlon Energy Inc., a Delaware corporation (the “Corporation”), and each of the Partners (as defined herein).

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