0001193125-16-634748 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 28th, 2016 • Centennial Resource Development, Inc. • Crude petroleum & natural gas • Delaware

This Indemnification Agreement (“Agreement”), dated as of , is entered into by and between Centennial Resource Development, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 28th, 2016 • Centennial Resource Development, Inc. • Crude petroleum & natural gas • New York

This Registration Rights Agreement (this “Agreement”), dated as of , 2016, is entered into by and among Centennial Resource Development, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).

FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT CENTENNIAL RESOURCE DEVELOPMENT, LLC
Limited Liability Company Agreement • June 28th, 2016 • Centennial Resource Development, Inc. • Crude petroleum & natural gas • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [ ], 2016, is made by and among Centennial Resource Development, LLC, a Delaware limited liability company (the “Company”), and the Members and Managers.

CENTENNIAL RESOURCE DEVELOPMENT, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • June 28th, 2016 • Centennial Resource Development, Inc. • Crude petroleum & natural gas • Delaware

This Restricted Stock Agreement (this “Agreement”) is made and entered into as of (the “Date of Grant”) by and between Centennial Resource Development, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

FORM OF VOTING AGREEMENT
Voting Agreement • June 28th, 2016 • Centennial Resource Development, Inc. • Crude petroleum & natural gas • Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of , 2016, is entered into by and among Centennial Resource Development, Inc., a Delaware corporation (the “Company”), Centennial Resource Development, LLC, a Delaware limited liability company (“Centennial HoldCo”), and Celero Energy Company, LP, a Delaware limited partnership (“Celero”).

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