0001193125-06-218188 Sample Contracts

SHAREHOLDERS AGREEMENT
Shareholder Agreement • October 30th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas • New York

SHAREHOLDERS AGREEMENT, dated as of August 22, 2002 (this “Agreement”), by and among Ascent Energy Inc., a Delaware corporation (the “Company”), Forman Petroleum Corporation, a Louisiana corporation (the “Principal Shareholder”), and the shareholders of the Company listed on the signature pages hereto (collectively the “Purchasers”).

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STOCKHOLDERS’ AGREEMENT
Stockholders' Agreement • October 30th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas • Louisiana

This STOCKHOLDERS’ AGREEMENT is made and entered into as of January 14,2000, by and among Forman Petroleum Corporation, a Louisiana corporation (the “Company”), and each of the other Persons listed on the signature pages attached hereto or otherwise party to this Agreement (the “Holders”).

FORMS OF NOTICE OF GRANT OF RESTRICTED STOCK AND RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • October 30th, 2006 • Ascent Energy Inc • Crude petroleum & natural gas • Delaware

Pursuant to the terms and conditions of the Ascent Energy Inc. 2006 Long Term Incentive Plan, attached as Appendix A (the “Plan”), and the associated Restricted Stock Agreement, attached as Appendix B (the “Agreement”), you are hereby issued shares of Stock subject to certain restrictions thereon and under the conditions set forth below, in the Agreement, and in the Plan (the “Restricted Shares”). Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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