Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of April 1, 2021, is by and among Bonanza Creek Energy, Inc., a Delaware
corporation (the “Company”) and Franklin Advisers, Inc., as investment manager on behalf of certain funds and
accounts (the “Holder”).


 


RECITALS:


 


WHEREAS,
this Agreement is being entered into pursuant to the Agreement and Plan of Merger dated as of November 9, 2020, among the Company,
Boron Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and HighPoint Resources Corporation,
a Delaware corporation (the “Merger Agreement”); and


 


WHEREAS, upon consummation
of the transactions contemplated by the Merger Agreement, including the Exchange Offer (as defined therein), the Company will issue to
the Holder the Shares (as defined below) in accordance with the terms of the Merger Agreement.


 


WHEREAS, this Agreement shall
become effective as of the Effective Time (as defined below).


 


NOW THEREFORE, in consideration
of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by each party hereto, the parties hereby agree as follows:


 


Article I


DEFINITIONS


 


As used herein, the following
terms shall have the following respective meanings:


 


“Adoption Agreement”
means an Adoption Agreement in the form attached hereto as Exhibit A.


 


“Affiliate”
means as to any Person, any other Person who directly, or indirectly through one or more intermediaries, controls, is controlled by or
is under common control with such Person. As used in this Agreement, the term “control,” including the correlative terms
 “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly,
of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or
other ownership interest, by contract or otherwise) of a Person. For the avoidance of doubt, for purposes of this Agreement, the Company,
on the one hand, and the Holder, on the other hand, shall not be considered Affiliates.


 


“Agreement”
has the meaning set forth in the introductory paragraph.


 


“Block Trade”
has the meaning set forth in Section 2.3.


 


“Board”
means the board of directors of the Company.


 






    


     


    




 


“Business Day”
means a day other than a day on banks in the State of New York are authorized or obligated to be closed.


 


“Commission”
means the Securities and Exchange Commission or any successor governmental agency.


 


“Common Stock”
means the common stock of the Company, par value $0.01 per share.


 


“Company”
has the meaning set forth in the introductory paragraph.


 


“Company Securities”
has the meaning set forth in Section 2.5(c)(i).


 


“Effective Time”
has the meaning assigned such term in the Merger Agreement.


 


“Exchange Act”
means the Securities Exchange Act of 1934 or any successor federal statute, and the rules and regulations of the Commission thereunder,
all as the same shall be in effect at the time.


 


“Exchange Offer”
has the meaning assigned such term in the Merger Agreement.


 


“Final Period”
means the period of time beginning on the first anniversary of the Effective Time and ending on the second anniversary of the Effective
Time.


 


“Governmental Entity”
means any federal, state, local or municipal court, governmental, regulatory or administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign (which entity has jurisdiction over the applicable Person).


 


“Holder”
has the meaning set forth in the introductory paragraph and Article V.


 


“Holder Securities”
has the meaning set forth in Section 2.2(b)(i).


 


“Indemnified Party”
has the meaning set forth in Section 3.3.


 


“Indemnifying Party”
has the meaning set forth in Section 3.3.


 


“Initial Period”
means the period of time beginning with the Effective Time and ending on the seven month anniversary of the Effective Time.


 


“Internal Revenue
Code” means the Internal Revenue Code of 1986, as amended, or any successor federal statute, and the regulations of U.S. Treasury
thereunder, all as the same shall be in effect at the time.


 


“Law”
means any law, rule, regulation, ordinance, code, judgment, order, treaty, convention, governmental directive or other legally enforceable
requirement, U.S. or non-U.S., of any Governmental Entity, including common law.


 


“Losses”
has the meaning set forth in Section 3.1.


 






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“Managing Underwriter”
means, with respect to any Underwritten Offering, the lead book-running manager(s) of such Underwritten Offering.


 


“Merger”
has the meaning assigned such term in the Merger Agreement.


 


“Merger Agreement”
has the meaning set forth in the recitals.


 


“Organized Offering”
means a Shelf Underwritten Offering or a Block Trade.


 


“Permitted Transferee”
means any Affiliate of the Holder, provided that such Transferee has delivered to the Company a duly executed Adoption Agreement.


 


“Person”
means any individual, corporation, partnership, limited liability company, firm, association, trust, government, governmental agency
or other entity, whether acting in an individual, fiduciary or other capacity.


 


“Piggyback Underwritten
Offering” has the meaning set forth in Section 2.5(a).


 


“Proceeding”
means any actual or threatened claim (including a claim of a violation of applicable Law), cause of action, action, audit, demand, litigation,
suit, proceeding, investigation, citation, inquiry, originating application to a tribunal, arbitration or other proceeding at Law or
in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise, whether in contract,
in tort or otherwise, and whether or not such claim, cause of action, action, audit, demand, litigation, suit, proceeding, investigation,
citation, inquiry, originating application to a tribunal, arbitration or other proceeding or order or ruling results in a formal civil
or criminal litigation or regulatory action.


 


“Registrable Securities”
shall mean (a) the Shares and (b) any securities issued or issuable with respect to the Shares by way of distribution or in
connection with any reorganization or other recapitalization, merger, consolidation or otherwise; provided, however, that a Registrable
Security shall cease to be a Registrable Security when (i) such Registrable Security has been disposed of pursuant to an effective
Registration Statement, (ii) such Registrable Security is disposed of under Rule 144 under the Securities Act or any other
exemption from the registration requirements of the Securities Act as a result of which the Transferee thereof does not receive “restricted
securities” as defined in Rule 144 under the Securities Act, or (iii) such Registrable Security has been sold or disposed
of in a transaction in which the Transferor’s rights under this Agreement are not assigned to the Transferee pursuant to Article V;
and provided, further, that any security that has ceased to be a Registrable Security shall not thereafter become a Registrable
Security and any security that is issued or distributed in respect of securities that have ceased to be Registrable Securities shall
not be a Registrable Security.


 


“Registration Expenses”
means (a) all expenses incurred by the Company in complying with Article II, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants and independent petroleum engineers
for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue
sky” laws, fees of the Financial Industry Regulatory Authority, Inc., and fees of transfer agents and registrars, and
(b) reasonable fees and disbursements of one legal counsel for the Holder; in each case, excluding any Selling Expenses.


 






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“Registration Statement”
means any registration statement of the Company filed or to be filed with the Commission under the Securities Act, including the related
prospectus, amendments and supplements to such registration statement, and including pre- and post-effective amendments, and all exhibits
and all material incorporated by reference in such registration statement.


 


“Section 2.2
Maximum Number of Shares” has the meaning set forth in Section 2.2(b).


 


“Section 2.5
Maximum Number of Shares” has the meaning set forth in Section 2.5(c).


 


“Securities Act”
means the Securities Act of 1933 or any successor federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time. References to any rule under the Securities Act shall be deemed to refer to any similar
or successor rule or regulation.


 


“Selling
Expenses” means all (a) underwriting fees, discounts and selling commissions allocable to the sale of Registrable Securities,
(b) transfer taxes allocable to the sale of the Registrable Securities, and (c) costs or expenses related to any roadshows
conducted in connection with the marketing of any Shelf Underwritten Offering.


 


“Shares”
means the number of shares of Common Stock issuable to the Holder pursuant to the terms of the Exchange Offer as contemplated by the
Merger Agreement.


 


“Shelf Registration
Statement” has the meaning set forth in Section 2.1(a).


 


“Shelf Underwritten
Offering” has the meaning set forth in Section 2.2(a).


 


“Subsequent Period”
means the period of time beginning on the seven month anniversary of the Effective Time and ending on the one year anniversary of the
Effective Time.


 


“Suspension Period”
has the meaning set forth in Section 2.4.


 


“Transfer”
means any offer, sale, pledge, encumbrance, hypothecation, entry into any contract to sell, grant of an option to purchase, short sale,
assignment, transfer, exchange, gift, bequest or other disposition, direct or indirect, in whole or in part, by operation of law or otherwise.
 “Transfer,” when used as a verb, and “Transferee” and “Transferor” have correlative
meanings.


 


“Underwritten Offering”
means a registered underwritten offering (including an offering pursuant to a Shelf Registration Statement) in which shares of Common
Stock are sold to an underwriter on a firm commitment basis for reoffering to the public.


 


“Underwritten Offering
Filing” means (a) with respect to a Shelf Underwritten Offering, a preliminary prospectus supplement (or prospectus supplement
if no preliminary prospectus supplement is used) to the Shelf Registration Statement relating to such Shelf Underwritten Offering, and
(b) with respect to a Piggyback Underwritten Offering, (i) a preliminary prospectus supplement (or prospectus supplement if
no preliminary prospectus supplement is used) to an effective shelf Registration Statement (other than the Shelf Registration Statement)
in which Registrable Securities could be included and the Holder could be named as a selling security holder without the filing of a
post-effective amendment thereto (other than a post-effective amendment that becomes effective upon filing) or (ii) a Registration
Statement (other than the Shelf Registration Statement), in each case relating to such Piggyback Underwritten Offering.


 






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“WKSI”
means a well-known seasoned issuer (as defined in Rule 405 under the Securities Act).


 


Article II


 


REGISTRATION RIGHTS


 


Section 2.1           Shelf
Registration.


 


(a)           Within
20 Business Days of the written request of the Holder, which written request may be delivered no earlier than three months after the
Effective Time, the Company shall prepare and file a “shelf” registration statement under the Securities Act to permit the
resale of the Registrable Securities from time to time as permitted by Rule 415 under the Securities Act (or any similar provision
adopted by the Commission then in effect) (the “Shelf Registration Statement”), and the Company shall use commercially
reasonable efforts to cause such Registration Statement to become or be declared effective as soon as practicable after the filing thereof,
including by filing an automatic shelf registration statement that becomes effective upon filing with the Commission in accordance with
Rule 462(e) under the Securities Act to the extent the Company is then a WKSI. Following the effective date of the Shelf Registration
Statement, the Company shall notify the Holder of the effectiveness of such Registration Statement.


 


(b)           The
Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or
such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities and
shall contain a prospectus in such form as to permit the Holder to sell the Registrable Securities pursuant to Rule 415 under the
Securities Act (or any successor or similar rule adopted by the Commission then in effect) at any time beginning on the effective
date for such Registration Statement. The Shelf Registration Statement shall provide for the distribution or resale pursuant to any method
or combination of methods legally available to the Holder and requested by the Holder.


 


(c)           The
Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, and to be supplemented
and amended to the extent necessary to ensure that the Shelf Registration Statement is available or, if not available, that another Registration
Statement is available, for the resale of all the Registrable Securities until all of the Registrable Securities have ceased to be Registrable
Securities or the earlier termination of this Agreement pursuant to Section 6.1.


 


(d)           When
effective, the Shelf Registration Statement (including the documents incorporated therein by reference) will comply as to form in all
material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading
(in the case of any prospectus contained in the Shelf Registration Statement, in the light of the circumstances under which such statements
are made).


 






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Section 2.2           Underwritten
Shelf Offering Requests.


 


(a)            In
the event that the Holder elects to dispose of Registrable Securities totaling 5% or more of the outstanding shares of Common Stock of
the Company under a Registration Statement pursuant to an Underwritten Offering, the Company shall, at the request of the Holder, subject
to the agreement of the Company on the form of such Underwritten Offering (whether a typical underwritten offering, or an overnight or
bought deal), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with
the underwriter or underwriters selected pursuant to Section 2.2(c) and shall take all such other reasonable actions
as are requested by the Managing Underwriter of such Underwritten Offering and/or the Holder in order to expedite or facilitate the disposition
of such Registrable Securities (a “Shelf Underwritten Offering”); provided, however, that the Company shall
have no obligation to facilitate or participate in (i) any Shelf Underwritten Offerings that are initiated by the Holder pursuant
to this Section 2.2 during the Initial Period, or (ii) more than one Organized Offering that is initiated by the Holder
pursuant to this Section 2.2 or Section 2.3 during or after the Subsequent Period.


 


(b)           If
the Managing Underwriter of the Shelf Underwritten Offering shall inform the Company and the Holder in writing of its belief that the
number of Registrable Securities requested to be included in such Shelf Underwritten Offering by any other Persons having registration
rights with respect to such offering, when added to the number of Registrable Securities proposed to be offered by the Holder, would
materially adversely affect such offering, then the Company shall include in the applicable Underwritten Offering Filing, to the extent
of the total number of Registrable Securities that the Company is so advised can be sold in such Shelf Underwritten Offering without
so materially adversely affecting such offering (the “Section 2.2 Maximum Number of Shares”), Registrable Securities
in the following priority:


 


(i)            First,
all Registrable Securities that the Holder requested to be included therein (the “Holder Securities”), and


 


(ii)           Second,
to the extent that the number of Holder Securities is less than the Section 2.2 Maximum Number of Shares, the shares of Common Stock
requested to be included by any other Persons having registration rights with respect to such offering, pro rata among such other
Persons based on the number of shares of Common Stock each requested to be included.


 


(c)            The
Company shall propose three or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the
Managing Underwriter or as other underwriters in connection with such Shelf Underwritten Offering from which the Holder shall select
the Managing Underwriter and the other underwriters. The Holder shall determine the pricing of the Registrable Securities offered pursuant
to any Shelf Underwritten Offering and the applicable underwriting discounts and commissions and determine the timing of any such Shelf
Underwritten Offering, subject to Section 2.4.


 


Section 2.3           Block
Trades. In the event that the Holder elects to dispose of Registrable Securities totaling
5% or more of the outstanding shares of Common Stock of the Company pursuant to an unregistered block trade with the assistance of the
Company (a “Block Trade”), the Company shall, at the request of the Holder, enter into customary agreements and shall
take all such other customary actions as are requested by the Holder in order to expedite or facilitate the disposition of such Registrable
Securities; provided, however, that the Company shall have no obligation to facilitate or participate in (i) any Block
Trades that are initiated by the Holder pursuant to this Section 2.3 during the Initial Period, or (ii) more than one
Organized Offering that is initiated by the Holder pursuant to Section 2.2 or this Section 2.3 during or after
the Subsequent Period.


 






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Section 2.4            Delay
and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company
may (i) delay filing or effectiveness of a Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten
Offering, (ii) suspend the Holder’s use of any prospectus that is a part of a Shelf Registration Statement upon written notice
to the Holder (provided that in no event shall such notice contain any material non-public information regarding the Company) (in which
event the Holder shall discontinue sales of Registrable Securities pursuant to such Registration Statement but may settle any then-contracted
sales of Registrable Securities), or (iii) delay a Block Trade, in each case for a period of up to 60 consecutive days, if the Board
determines (A) that such delay or suspension is in the best interest of the Company and its stockholders generally due to a pending
financing or other transaction involving the Company, including a proposed sale of Common Stock pursuant to a Registration Statement,
(B) that such registration or offering would render the Company unable to comply with applicable securities Laws or (C) that
such registration or offering would require disclosure of material information that the Company has a bona fide business purpose
for preserving as confidential (any such period, a “Suspension Period”); provided, however, that in no event
shall any Suspension Periods collectively exceed an aggregate of 120 days in any 12-month period.


 


Section 2.5           Piggyback
Registration Rights.


 


(a)            Subject
to Section 2.5(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering
of shares of Common Stock for its own account or for the account of any other Persons who have or have been granted registration rights
(a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to the
Holder, which notice shall be held in strict confidence by the Holder and shall include the anticipated filing date of the Underwritten
Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering,
and of such Holder’s rights under this Section 2.5(a). Such notice shall be given promptly (and in any event at least
five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering
Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering
is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to
this Section 2.5(a) would adversely affect the offering, no such notice shall be required (and the Holder shall have
no right to include Registrable Securities in such bought or overnight Underwritten Offering). If such notice is delivered pursuant to
this Section 2.5(a), the Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight
Underwritten Offering) after the date on which the Holder received notice pursuant to this Section 2.5(a)  to request
inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable
Securities intended to be disposed of by the Holder and such other information as is reasonably required to effect the inclusion of such
Registrable Securities). If no request for inclusion from the Holder is received within such period, the Holder shall have no further
right to participate in such Piggyback Underwritten Offering. Subject to Section 2.5(c), the Company shall use its commercially
reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested
to include by the Holder; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten
Offering pursuant to this Section 2.5(a) and prior to the execution of an underwriting agreement with respect thereto,
the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not
to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the
Holder (which the Holder will hold in strict confidence) and (i) in the case of a determination not to proceed, shall be relieved
of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Company
to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay, shall be permitted
to delay inclusion of any Registrable Securities for the same period as the delay in including the shares of Common Stock to be sold
for the Company’s account or for the account of such other Persons who have or have been granted registration rights, as applicable.


 






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(b)           The
Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Underwritten Offering
at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request
to withdraw. The Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that the Holder
not receive notice from the Company of any proposed Piggyback Underwritten Offering; provided, however, that the Holder may later
revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from the Holder (unless subsequently revoked), the
Company shall not, and shall not be required to, deliver any notice to the Holder pursuant to this Section 2.5 and the Holder
shall no longer be entitled to participate in any Piggyback Underwritten Offering.


 


(c)           If
the Managing Underwriter of the Piggyback Underwritten Offering shall inform the Company of its belief that the number of Registrable
Securities requested to be included in such Piggyback Underwritten Offering, when added to the number of shares of Common Stock proposed
to be offered by the Company or such other Persons who have or have been granted registration rights (and any other shares of Common
Stock requested to be included by any other Persons having registration rights on parity with the Holder with respect to such offering),
would materially adversely affect such offering, then the Company shall include in such Piggyback Underwritten Offering, to the extent
of the total number of securities which the Company is so advised can be sold in such offering without so materially adversely affecting
such offering (the “Section 2.5 Maximum Number of Shares”), shares of Common Stock in the following priority:


 


(i)            First,
(A) if the Piggyback Underwritten Offering is for the account of the Company, all shares of Common Stock that the Company proposes
to include for its own account (the “Company Securities”) or, (B) if the Piggyback Underwritten Offering is for
the account of any other Persons who have or have been granted registration rights, all shares of Common Stock that such Persons propose
to include (the “Other Securities”); and


 






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(ii)            Second,
(A) if the Piggyback Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities
is less than the Section 2.5 Maximum Number of Shares, the shares of Common Stock requested to be included by the Holder and holders
of any other shares of Common Stock requested to be included by Persons having rights of registration on parity with the Holder with
respect to such offering, pro rata among the Holder and such other holders based on the number of shares of Common Stock each
requested to be included and, (B) if the Piggyback Underwritten Offering is for the account of any other Persons who have or have
been granted registration rights, to the extent that the number of Other Securities is less than the Section 2.5 Maximum Number
of Shares, the shares of Common Stock requested to be included by the Holder.


 







Section 2.6           Participation
in Underwritten Offerings.


 


(a)            In
connection with any Underwritten Offering contemplated by Section 2.2 or Section 2.5, the underwriting agreement
into which the Holder and the Company shall enter into shall contain such representations, covenants, indemnities (subject to Article III)
and other rights and obligations as are customary in Underwritten Offerings of securities by the Company. The Holder shall not be required
to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties
or agreements regarding the Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the
securities being registered on its behalf, its intended method of distribution and any other representation required by Law.


 


(b)            Any
participation by the Holder in a Piggyback Underwritten Offering shall be in accordance with the plan of distribution of the Company.


 


(c)            In
connection with any Piggyback Underwritten Offering in which the Holder includes Registrable Securities pursuant to Section 2.5,
the Holder agrees (A) to supply any information reasonably requested by the Company in connection with the preparation of a Registration
Statement and/or any other documents relating to such registered offering and (B) to execute and deliver any agreements and instruments
being executed by all holders on substantially the same terms reasonably requested by the Company or the Managing Underwriter, as applicable,
to effectuate such registered offering, including, without limitation, underwriting agreements (subject to Section 2.6(a)),
custody agreements, lock-ups or “hold back” agreements pursuant to which the Holder agrees with the Managing Underwriter
not to sell or purchase any securities of the Company for the shorter of (i) the same period of time following the registered offering
as is agreed to by the Company and the other participating holders (not to exceed the shortest number of days that a director of the
Company, “executive officer” (as defined under Section 16 of the Exchange Act) of the Company or any stockholder of
the Company (other than the Holder or director or employee of, or consultant to, the Company) who owns 10% or more of the outstanding
Shares contractually agrees with the underwriters of such Piggyback Underwritten Offering not to sell any securities of the Company following
such Piggyback Underwritten Offering and (ii) 60 days from the date of the execution of the underwriting agreement with respect
to such Piggyback Underwritten Offering), powers of attorney and questionnaires.


 






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Section 2.7           Registration
Procedures.


 


(a)            In
connection with its obligations under this Article II (other than Section 2.3), the Company will:


 


(i)            promptly
prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration Statement until such time as all of such securities have been
disposed of in accordance with the intended methods of disposition by the Holder set forth in such Registration Statement;


 


(ii)            furnish
to the Holder such number of conformed copies of such Registration Statement and of each such amendment and supplement thereto (in each
case including without limitation all exhibits), such number of copies of the prospectus contained in such Registration Statement (including
without limitation each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the
Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as the Holder may reasonably request;


 


(iii)            if
applicable, use commercially reasonable efforts to register or qualify all Registrable Securities and other securities covered by such
Registration Statement under such other securities or blue sky laws of such jurisdictions as the Holder shall reasonably request, to
keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and to take any other
action which may be reasonably necessary or advisable to enable the Holder to consummate the disposition in such jurisdictions of the
securities owned by the Holder, except that the Company shall not for any such purpose be required to qualify generally to do business
as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iii) be obligated to
be so qualified or to consent to general service of process in any such jurisdiction;


 


(iv)            in
connection with an Underwritten Offering, use all commercially reasonable efforts to provide to the Holder a copy of any auditor “comfort”
letters, customary legal opinions or reports of the independent petroleum engineers of the Company relating to the oil and gas reserves
of the Company, in each case that have been provided to the Managing Underwriter in connection with the Underwritten Offering;


 


(v)            promptly
notify the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery
that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances under which they were made, and at the request of the Holder
promptly prepare and file or furnish to the Holder a reasonable number of copies of a supplement or post-effective amendment to the Registration
Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or
file any other required document as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the circumstances under which they were made;


 






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(vi)            otherwise
use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available
to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act;


 


(vii)           provide
and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from
and after a date not later than the effective date of such Registration Statement;


 


(viii)          cause
all Registrable Securities covered by such Registration Statement to be listed on any securities exchange on which the Common Stock is
then listed; and


 


(ix)            in
connection with any Underwritten Offering or Block Trade, enter into such customary agreements and take such other actions as the Holder
shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and


 


(x)             in
connection with any Underwritten Offering, cause its officers to use their commercially reasonable efforts to support the marketing of
the Registrable Securities covered by the Registration Statement (including, without limitation, participation in electronic or telephonic
 “road shows”).


 


(b)            The
Holder agrees by acquisition of such Registrable Securities that upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 2.7(a)(v), the Holder will forthwith discontinue the Holder’s disposition of
Registrable Securities pursuant to the Registration Statement until the Holder’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 2.7(a)(v) as filed with the Commission or until it is advised in writing by the Company
that the use of such Registration Statement may be resumed, and, if so directed by the Company, will deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies, then in the Holder’s possession of the prospectus relating to such Registrable
Securities current at the time of receipt of such notice. The Company may provide appropriate stop orders to enforce the provisions of
this Section 2.7(b).


 


Section 2.8           Cooperation
by Holder. The Company shall have no obligation to include Registrable Securities in any
Registration Statement or Underwritten Offering if the Holder has failed to timely furnish such information as the Company may, from
time to time, reasonably request in writing regarding the Holder and the distribution of such Registrable Securities that the Company
determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement,
as applicable, to comply with the Securities Act.


 






    	 	11	 



     


    

 


Section 2.9           Liquidity
Agreements.


 


(a)          (i)             Upon
consummation of the Merger and the Exchange Offer contemplated by the Merger Agreement, the Company issued to the Holder
approximately 4,565,233 Shares, representing approximately 15% of the outstanding shares of Common Stock of the Company in
accordance with the terms of the Merger Agreement. Without the prior written consent of the Company, the Holder (together with its
Permitted Transferees, if any) agrees not to effect any Transfer, or publicly announce an intention to effect any Transfer, of
Company Common Stock for a period from the Effective Time to and including the earlier of:


 


(A)            two
years from the Effective Time, and


 


(B)            the
last day of the fiscal quarter in which the Holder collectively owns less than 10% of the Company’s outstanding Common Stock.


 


(ii)            The
restrictions under this Section 2.9(a) shall not apply to sales by the Holder of shares of Common Stock of the Company
that do not, in any one-month period:


 


(A)            during
the Initial Period, exceed 1% of the Company’s outstanding Common Stock;


 


(B)            during
the Subsequent Period, exceed 1.5% of the Company’s outstanding Common Stock; and


 


(C)            during
the Final Period, exceed 2% of the Company’s outstanding Common Stock.


 


(b)            The
Holder agrees not to effect any sale or distribution of Registrable Securities for a period of up to 30 days following completion of
an Underwritten Offering of equity securities by the Company; provided that (i) the Company gives written notice to the Holder of
the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration
of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters
of such public sale or distribution on the Company or on the officers or directors or any other shareholder of the Company on whom a
restriction is imposed; provided further, that this Section 2.9(b) shall not apply to the Holder if (A) the Holder
has delivered (and not revoked) an Opt-Out Notice to the Company or (B) the Holder, owns less than 10% of the Company’s outstanding
Common Stock.


 


(c)            Until
the two-year anniversary of the Effective Time, the Holder shall provide the Company with written attestation of its compliance with
Section 2.9(a) within five Business Days after the last day of each fiscal quarter of the Company.


 


Section 2.10     Expenses.
The Company shall be responsible for all Registration Expenses incident to its performance of or compliance with its obligations under
this Article II. The Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable
Securities hereunder.


 






    	 	12	 



     


    

 


Article III


INDEMNIFICATION AND CONTRIBUTION


 


Section 3.1           Indemnification
by the Company. The Company will indemnify and hold harmless the Holder, its officers and
directors and each Person (if any) that controls the Holder within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act from and against any and all losses, claims, damages, liabilities, costs (including reasonable costs of preparation
and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such Person in connection with any investigation
or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (“Losses”) as incurred,
caused by, arising out of or based upon, resulting from or related to any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or prospectus relating to the Registrable Securities (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or based on any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in
the case of any prospectus, in the light of the circumstances under which such statement is made), provided, however, that
such indemnity shall not apply to that portion of such Losses caused by, or arising out of, any untrue statement, or alleged untrue statement
or any such omission or alleged omission, to the extent such statement or omission was made in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of the Holder expressly for use therein.





 


Section 3.2           Indemnification
by the Holder. The Holder agrees to indemnify and hold harmless the Company, its officers
and directors and each Person (if any) that controls the Company within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all Losses caused by, arising out of, resulting from or related to any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus relating to Registrable
Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading (in the case of any prospectus, in the light of the circumstances under which such statement is made),
only to the extent such statement or omission was made in reliance upon and in conformity with information furnished in writing by or
on behalf of the Holder expressly for use in such Registration Statement or prospectus relating to the Registrable Securities, or any
amendment or supplement thereto, or any preliminary prospectus.


 


Section 3.3           Indemnification
Procedures. In case any Proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to Section 3.1 or Section 3.2, such
Person (the “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying
Party”) in writing (provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve
the Indemnifying Party of its obligations under this Article III, except to the extent the Indemnifying Party is actually
prejudiced by such failure to give notice), and the Indemnifying Party shall be entitled to participate in such Proceeding and, unless
in the reasonable opinion of outside counsel to the Indemnified Party a conflict of interest between the Indemnified Party and Indemnifying
Party may exist in respect of such claim, to assume the defense thereof jointly with any other Indemnifying Party similarly notified,
to the extent that it chooses, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying
Party to such Indemnified Party that it so chooses, the Indemnifying Party shall not be liable to such Indemnified Party for any legal
or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs
of investigation; provided, however, that (i) if the Indemnifying Party fails to assume the defense or employ counsel
reasonably satisfactory to the Indemnified Party, (ii) if such Indemnified Party who is a defendant in any action or Proceeding
which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available
to such Indemnified Party which are not available to the Indemnifying Party or (iii) if representation of both parties by the same
counsel is otherwise inappropriate under applicable standards of professional conduct then, in any such case, the Indemnified Party shall
have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified
Parties in each jurisdiction, except to the extent any Indemnified Party or Indemnified Parties reasonably shall have concluded that
there may be legal defenses available to such party or parties which are not available to the other Indemnified Parties or to the extent
representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct)
and the Indemnifying Party shall be liable for any expenses therefor. No Indemnifying Party shall, without the written consent of the
Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened
action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is
an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional
release of the Indemnified Party from all liability arising out of such action or claim and (B) does not include a statement as
to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.


 






    	 	13	 



     


    




 


Section 3.4            Contribution.


 


(a)           If
the indemnification provided for in this Article III is unavailable to an Indemnified Party in respect of any Losses in respect
of which indemnity is to be provided hereunder, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall to
the fullest extent permitted by Law contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in
such proportion as is appropriate to reflect the relative fault of such party in connection with the statements or omissions that resulted
in such Losses, as well as any other relevant equitable considerations. The relative fault of the Company (on the one hand) and the Holder
(on the other hand) shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied by such party and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


(b)            The
Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Article III were determined
by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in
Section 3.4(a). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities
referred to in Section 3.4(a) shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Article III, the Holder shall not be liable for indemnification or contribution pursuant to this Article III
for any amount in excess of the net proceeds of the offering received by the Holder, less the amount of any damages which the Holder
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation.


 






    	 	14	 



     


    

 


Article IV


RULE 144


 


With a view to making available
the benefits of certain rules and regulations of the Commission that may permit the resale of the Registrable Securities without
registration, the Company agrees to use its commercially reasonable efforts to:


 


(a)            make
and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities
Act, at all times from and after the date hereof;


 


(b)            file
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act at all times from and after the date hereof; and


 


(c)            so
long as the Holder owns any Registrable Securities, furnish (i) to the extent accurate, forthwith upon request, a written statement
of the Company that it has complied with the reporting requirements of Rule 144 under the Securities Act and (ii) unless otherwise
available via the Commission’s EDGAR filing system, to the Holder forthwith upon request a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed as the Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing the Holder to sell any such securities without registration.


 


Article V


TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS


 


The rights to cause the Company
to register Registrable Securities or assist in a Block Trade under Article II of this Agreement may be transferred
or assigned by the Holder to one or more Transferees of Registrable Securities if such Transferee is a Permitted Transferee and such
Transferee has delivered to the Company a duly executed Adoption Agreement. Following any Transfer in compliance with this Article V,
references to the “Holder” in this Agreement shall include the Holder and any Permitted Transferee(s) collectively as
a group.


 


Article VI


 MISCELLANEOUS


 


Section 6.1           Effectiveness.
This Agreement shall not become effective until the Effective Time and shall thereafter be effective until terminated in accordance with
the terms of this Agreement. In the event that the Merger Agreement is terminated prior to the consummation of the transactions contemplated
thereby, this Agreement and all the terms hereunder shall also terminate, regardless of any other provisions set forth in this Agreement.


 


Section 6.2          Termination.
After effectiveness in accordance with Section 6.1, this Agreement shall terminate, and the parties shall have no further
rights or obligations hereunder on (a) the second anniversary of the date hereof or (b) on such earlier date on which both
(i) the Holder owns less than 2.5% of the Company’s voting securities and (ii) all Registrable Securities owned by the
Holder may be sold without restriction (including any limitation thereunder on volume or manner of sale and without the need for current
public information) pursuant to Rule 144 under the Securities Act; provided, however, that Article III
shall survive any termination hereof.


 






    	 	15	 



     


    

 


Section 6.3          Severability
and Construction. Each party hereto agrees that, should any court or other competent authority
hold any provision of this Agreement or part hereof to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term
or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable,
the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as
closely as possible in a mutually acceptable manner in order that the transactions contemplated by the Merger Agreement be consummated
as originally contemplated to the greatest extent possible. Except as otherwise contemplated by this Agreement, in response to an order
from a court or other competent authority for any party hereto to take any action inconsistent herewith or not to take an action consistent
herewith or required hereby, to the extent that a party hereto took an action inconsistent with this Agreement or failed to take action
consistent with this Agreement or required by this Agreement pursuant to such order, such party hereto shall not incur any liability
or obligation unless such party hereto did not in good faith seek to resist or object to the imposition or entering of such order.


 


Section 6.4           Governing
Law; Submission to Jurisdiction; Selection of Forum; Waiver of Jury Trial.


 


(a)            THIS
AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF RELATE TO THIS
AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.


 


(b)            THE
PARTIES HERETO IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF THE COURT OF CHANCERY
OF THE STATE OF DELAWARE OR THE DELAWARE SUPREME COURT DETERMINES THAT, NOTWITHSTANDING SECTION 111 OF the
General Corporation Law of the State of Delaware, THE COURT OF CHANCERY DOES NOT HAVE OR SHOULD NOT EXERCISE SUBJECT MATTER JURISDICTION
OVER SUCH MATTER, THE SUPERIOR COURT OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE
OF DELAWARE SOLELY IN CONNECTION WITH ANY DISPUTE THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS
AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR IN RESPECT OF THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, AND
HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY
SUCH DOCUMENT THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN
SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN
OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE
HEARD AND DETERMINED EXCLUSIVELY BY SUCH DELAWARE STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION
OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION
WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN Section 6.7
OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.


 



    	 	16	 



     


    




 


(c)            EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH
PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS Section 6.4.


 


Section 6.5           Adjustments
Affecting Registrable Securities. The provisions of this Agreement shall apply to any and
all shares of capital stock of the Company or any successor or assignee of the Company (whether by merger, consolidation, sale of assets
or otherwise) which may be issued in respect of, in exchange for or in substitution for the Shares, by reason of any stock dividend,
split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise in such a manner and with such
appropriate adjustments as to reflect the intent and meaning of the provisions hereof and so that the rights, privileges, duties and
obligations hereunder shall continue with respect to the capital stock of the Company as so changed.


 


Section 6.6           Binding
Effects; Benefits of Agreement. This Agreement shall be binding upon and inure to the benefit
of the Company and its successors and assigns and the Holder and its successors and assigns. Except as provided in Article V,
neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned or transferred, by operation of law or
otherwise, by the Holder without the prior written consent of the Company.


 






    	 	17	 



     


    

 


Section 6.7           Notices.
All notices hereunder shall be deemed given if in writing and delivered, by electronic mail, courier, or registered or certified mail
(return receipt requested), to the following addresses (or at such other addresses as shall be specified by like notice):


 


(a)            If
to the Company, to:


 





Bonanza Creek Energy, Inc.





410 17th St.





Denver, CO 80202





Attention: Skip Marter, General Counsel





E
mail:     SMarter@bonanzacrk.com


 


(b)            If
to the Holder, to the address or electronic mail addresses of the Holder as it appears on the Holder’s signature page attached
hereto or such other address as may be designated in writing by the Holder;


 


or to such other address as the party to whom
notice is to be given may have furnished to such other party in writing in accordance herewith. Any notice given by delivery, mail, or
courier shall be effective when received.


 


Section 6.8           Modification;
Waiver. This Agreement may be amended, modified or supplemented only by a written instrument
duly executed by the Company and the Holder. No course of dealing between the Company and the Holder or any delay in exercising any rights
hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions
of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its terms.


 


Section 6.9           Entire
Agreement. Except as otherwise explicitly provided herein, this Agreement (together with
the Merger Agreement, the Confidentiality Agreement (as defined in the Merger Agreement), and any other documents and instruments executed
pursuant hereto or thereto) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements, oral or written, among the parties hereto with respect thereto.


 


Section 6.10        Counterparts.
This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such
counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement.
Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a party hereto has been duly authorized
and empowered to execute and deliver this Agreement on behalf of said party hereto.


 


Section 6.11        Further
Assurances. Subject to the other terms of this Agreement, the parties hereto agree to execute
and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate
or necessary, from time to time, to effectuate the transactions contemplated by the Merger Agreement, as applicable.


 


[signature page follows]


 



    	 	18	 



     


    




 


IN WITNESS WHEREOF, each
of the parties hereto has caused this Agreement to be executed by its undersigned duly authorized representative as of the date first
written above.


 


	 	THE COMPANY:
	 	 
	 	Bonanza Creek Energy, Inc.
	 	 
	 	 
	 	 
	 	By:
	/s/ Cyrus D. Marter IV

	 	Name:	Cyrus D. Marter IV
	 	Title:	Executive Vice President, General Counsel and Secretary



  


Signature Page To Registration Rights Agreement


 



      


     


    




 


	 	holder:
	 	 
	 	 
	 	Franklin Advisers, Inc.
	 	 
	 	 
	 	By:
	/s/ Brendan Circle
	 	Name:	Brendan Circle
	 	Title:	SVP



 


	 	Address:
	 	 
	 	One Franklin Parkway 

San Mateo, CA 94403 

Attention: Brendan Circle; Chris Chen



Email(s): 

brendan.circle@franklintempleton.com;

 chris.chen@franklintempleton.com




 


Signature Page To Registration
Rights Agreement


 




      


     


    




 


EXHIBIT A


 


ADOPTION AGREEMENT


 


This Adoption Agreement (“Adoption
Agreement”) is executed by the undersigned transferee (“Transferee”) pursuant to the terms of the Registration
Rights Agreement, dated as of [●], 2021, between Bonanza Creek Energy, Inc. (the “Company”) and Franklin
Advisers, Inc., as investment manager on behalf of certain funds and accounts (the “Holder”) (as amended from
time to time, the “Registration Rights Agreement”). Terms used and not otherwise defined in this Adoption Agreement
have the meanings set forth in the Registration Rights Agreement.


 


By the execution of this
Adoption Agreement, the Transferee agrees as follows:


 


		1.	Acknowledgement. Transferee acknowledges
                                            that Transferee is acquiring certain shares of Common Stock of the Company, subject to the
                                            terms and conditions of the Registration Rights Agreement among the Company and the Holder.



 


		2.	Agreement. Transferee (i) agrees
                                            that the shares of Common Stock of the Company acquired by Transferee shall be bound by and
                                            subject to the terms of the Registration Rights Agreement, pursuant to the terms thereof,
                                            and (ii) hereby adopts the Registration Rights Agreement with the same force and effect
                                            as if he, she or it were originally a party thereto.



 


		3.	Notice. Any notice required as permitted
                                            by the Registration Rights Agreement shall be given to Transferee at the address listed beside
                                            Transferee’s signature below.



 


		4.	Joinder. The spouse of the undersigned
                                            Transferee, if applicable, executes this Adoption Agreement to acknowledge its fairness and
                                            that it is in such spouse’s best interest, and to bind such spouse’s community
                                            interest, if any, in the shares of Common Stock and other securities referred to above and
                                            in the Registration Rights Agreement, to the terms of the Registration Rights Agreement.



 


	Signature:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Address:	 
	Contact Person:	 
	Telephone No:	 
	Email:	 


 


Exhibit A