Exhibit 10.7


  


 





INDEMNITY
AGREEMENT


 


This
Agreement made and entered into as of April 28, 2017, by and between Bonanza Creek Energy, Inc., a Delaware corporation (the
“Company”), and                         (“Indemnitee”), who is currently serving the Company in the capacity
of director.


 


WITNESSETH:


 


WHEREAS,
the Company and Indemnitee recognize that the interpretation of ambiguous statutes, regulations and court opinions and of the
Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”)
and the Fourth Amended and Restated Bylaws of the Company (the “Bylaws”), and the vagaries of public policy,
are too uncertain to provide the directors and executive officers of the Company with adequate or reliable advance knowledge or
guidance with respect to the legal risks and potential liabilities to which they become personally exposed as a result of performing
their duties in good faith for the Company;


 


WHEREAS,
competent and experienced individuals are reluctant to serve as members of the board of directors or executive officers of a corporation
unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions
against them arising out of such service;


 


WHEREAS,
Section 145 of the General Corporation Law of the State of Delaware and the Certificate of Incorporation, which set forth certain
provisions relating to the mandatory and permissive indemnification of, and advancement of expenses to, officers and directors
(among others) of a Delaware corporation by such corporation, are specifically not exclusive of other rights to which those indemnified
thereunder may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise;


 


WHEREAS,
after due consideration and investigation of the terms and provisions of this Agreement and the various other options available
to the Company and the Indemnitee in lieu thereof, the Board of Directors of the Company (the “Board of Directors”)
has determined that the following Agreement is not only reasonable and prudent but necessary to promote and ensure the best interests
of the Company and its stockholders; and


 


WHEREAS,
the Company desires to have Indemnitee to serve or continue to serve as a director or executive officer of the Company, free from
undue concern for unpredictable, inappropriate or unreasonable legal risks and personal liabilities by reason of his acting in
good faith in the performance of his duty to the Company; and Indemnitee desires to serve (provided that he is furnished the indemnity
provided for hereinafter), in such capacity;


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee, intending to be legally bound, do hereby
agree as follows:


 


1.                 
Agreement to Serve. Indemnitee agrees to serve or continue to serve as a director or executive officer of the Company
for so long as he is duly appointed and qualified in accordance with the provisions of the General Corporation Law of the State
of Delaware and the Certificate of Incorporation and the Bylaws or until such time as he tenders his resignation. The Company
acknowledges that the Indemnitee is relying on this Agreement in so serving as a director or executive officer.


 




     


     

    

2.                 
Definitions. As used in this Agreement:


 


(a)               
“Change in Control” means the occurrence of any of the following:


 


(i)                
the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 30% or more of either (A) the then outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the “Outstanding Company Voting Securities”). For purposes
of this Section 2(a), the following acquisitions by a Person will not constitute a Change of Control: (1) any acquisition directly
from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant
to a transaction which complies with clauses (A), (B) and (C) of paragraph (iii) below;


 


(ii)              
the individuals who, as of the later of the date hereof or the last amendment to this Agreement approved by the Board of
Directors, constitute the board of directors (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the board of directors. Any individual becoming a director subsequent to the later of the date hereof or the last
amendment to this Agreement approved by the Board of Directors whose election, or nomination for election by the Company’s
stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board of Directors will
be considered a member of the Incumbent Board as of the later of the date hereof or the last amendment to this Agreement approved
by the Board of Directors, but any such individual whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Incumbent Board of Directors will not be deemed a member of the Incumbent
Board as of the later of the date hereof or the last amendment to this Agreement approved by the Board of Directors;


 


(iii)            
the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of
the assets of the Company (a “Business Combination”), unless following such Business Combination: (A) all or
substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 60% of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities)
and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company
or such corporation resulting from such Business 


 




     2


     

    

Combination)
beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock (or, for
a non-corporate entity, equivalent securities) of the corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to
the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from
such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board of Directors, providing for such Business Combination; or


 


(iv)            
the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.


 


(b)              
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding
in respect of which indemnification is sought by Indemnitee.


 


(c)               
“Enterprise” shall mean any other corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan, organization or other enterprise of which Indemnitee is or was serving at the request of the Company
as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.


 


(d)              
The term “Expenses” includes, without limitation, all reasonable attorneys’ fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection
with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in, or otherwise
involved in, a Proceeding. Should any payments by the Company under this Agreement be determined to be subject to any federal,
state or local income or excise tax, Expenses will also include such amounts as are necessary to place Indemnitee in the same
after-tax position, after giving effect to all applicable taxes, Indemnitee would have been in had such tax not have been determined
to apply to those payments. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any
Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedeas bond,
or other appeal bond or its equivalent and (ii) Expenses incurred by Indemnitee in connection with the interpretation, enforcement
or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, but shall not include the amount of
judgments, fines or penalties actually levied against Indemnitee.


 


(e)               
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of
corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement,
or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a
claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include
any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees
to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against
any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.


 




     3


     

    

(f)               
“Proceeding” shall mean any threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or
investigation that could lead to such an action, suit or proceeding irrespective of the initiator thereof. The final disposition
of a Proceeding shall be as determined by a settlement or the judgment of a court or other investigative or administrative body.
The Board of Directors shall not make a determination as to the final disposition of a Proceeding.


 


(g)               
References to “fines” shall include any (i) excise taxes assessed with respect to any employee benefit
plan and (ii) penalties; references to “serving at the request of the Company” shall include any service as a director,
officer, trustee, general partner, managing member, fiduciary, employee or agent which imposes duties on, or involves services
by, such director, officer, trustee, general partner, managing member, fiduciary, employee or agent with respect to an Enterprise;
and a person who acts in good faith and in a manner he reasonably believed to be in the interest of the Enterprise shall be deemed
to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


3.                 
Indemnity in Third Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this
Section 3 if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding (other
than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the fact that Indemnitee
is or was a director or executive officer of the Company, or was serving at the request of the Company as a director, officer,
trustee, general partner, managing member, fiduciary, employee or agent of an Enterprise, against all Expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by Indemnitee (or on his behalf) in connection with such Proceeding
or any claim, issue or matter therein, provided it is determined pursuant to Section 8 of this Agreement or by the court having
jurisdiction in the matter, that Indemnitee acted in good faith and in a manner that he reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the Company, or, with respect to any criminal Proceeding, had reasonable cause to believe that
his conduct was unlawful.


 


4.                 
Indemnity in Proceedings By or In the Right of the Company. The Company shall indemnify Indemnitee in accordance with
the provisions of this Section 4 if Indemnitee is a party to or is threatened to be made a party to or otherwise involved in any
Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was
a director or executive officer of the Company, or is or was serving at the request of the Company as a director, officer, trustee,
general partner, managing member, fiduciary, employee or agent of an Enterprise, against all Expenses actually and reasonably
incurred by Indemnitee (or on his behalf) in connection with such Proceeding provided it is determined pursuant to Section 8 of
this Agreement or by the court having jurisdiction in the matter, that Indemnitee acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made
under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to
the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding was brought
or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the Delaware Court of Chancery or
such other court shall deem proper.


 







 



     4


     

    




 





5.                 
Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee is, by reason of the fact that Indemnitee is or was a director or executive officer of the Company, or is or was serving
at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent
of an Enterprise, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses
actually and reasonably incurred by Indemnitee (or on his behalf) in connection therewith.


 


6.                 
Indemnification for Expenses of Successful Party. Notwithstanding any other provision of this Agreement to the contrary,
to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Sections
3 and/or 4 of this Agreement, or in defense of any claim, issue or matter therein, including dismissal with or without prejudice,
Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee (or on his behalf) in connection
therewith. If Indemnitee is not wholly successful in any Proceeding referred to in Sections 3 and/or 4 of this Agreement, but
is successful on the merits or otherwise (including dismissal with or without prejudice) as to one or more, but less than all
claims, issues or matters therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses
actually and reasonably incurred by Indemnitee (or on his behalf) in connection with each successfully resolved claim, issue or
matter. For purposes of this Section 6, and without limitation, the termination of any claim, issue or matter in any Proceeding
referred to in Sections 3 and/or 4 of this Agreement by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


7.                 
Advances of Expenses; Notification and Defense of Claim.


 


(a)               
To the fullest extent permitted by applicable law, the Expenses incurred by Indemnitee pursuant to Sections 3 and/or 4
of this Agreement in connection with any Proceeding or any claim, issue or matter therein shall be paid by the Company currently
and in advance of the final disposition of such Proceeding or any claim, issue or matter therein no later than 20 days after receipt
by the Company of a request for an Expense advancement with appropriate documentation (which shall include invoices received by
Indemnitee in connection with such expenses but, in the case of invoices in connection with legal services, any references to
legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall
not be included with the invoice); provided, however, that Indemnitee shall deliver such request for an Expense advancement to
the Company within 60 days after the Indemnitee receives appropriate documentation with regard to such Expense. The undersigned
Indemnitee hereby undertakes to repay the advanced Expenses to the Company to the extent that it is ultimately determined pursuant
to Section 8, or, in the event the Indemnitee elects to pursue other remedies pursuant to Section 10, that the undersigned Indemnitee
is not entitled to be indemnified therefor by the Company. This agreement of Indemnitee to repay is unsecured and interest free.


 


(b)              
Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim thereof
is to be made against the Company hereunder, notify the Company of the commencement thereof. The failure to promptly notify the
Company of the commencement of the Proceeding, or Indemnitee’s request for indemnification, will not relieve the Company
from any liability that it may have to Indemnitee hereunder, except to the extent that the Company is prejudiced in its defense
of such Proceeding as a result of such failure.


 


(c)               
In the event the Company shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding,
as provided in this Agreement, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel
reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do 


 




     5


     

    

so.
After delivery of such notice, the approval of such counsel by Indemnitee and the retention of such counsel by the Company, the
Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same Proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in
such Proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been previously authorized
in writing by the Company, (ii) counsel to the Company or Indemnitee shall have reasonably concluded that there may be a conflict
of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Company
and Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the
defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company, except
as otherwise expressly provided by this Agreement. The Company shall not be entitled, without the consent of Indemnitee, to assume
the defense of any claim brought by or in the right of the Company or as to which counsel for the Company or Indemnitee shall
have reasonably made the conclusion provided for in clause (ii) above.


 


8.                 
Procedure for Determination of Entitlement to Indemnification.


 


(a)               
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request.


 


(b)              
Upon written request by Indemnitee for indemnification pursuant to Section 8(a) hereof, a determination, if required by
applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in
Control shall have occurred, the Disinterested Directors shall direct Independent Counsel to make such determination in a written
opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not
have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors,
or (B) by a committee of the Disinterested Directors designated by a majority vote of Disinterested Directors, even though less
than a quorum, or (C) if there are no Disinterested Directors or, if the Disinterested Directors so direct, by Independent Counsel
in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; and, if it is so determined
that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 20 days after such determination. Any
costs or expenses (including attorneys’ fees and disbursements) incurred in connection with successfully establishing Indemnitee’s
right to indemnification, in whole or in part, by Indemnitee in cooperating with the person, persons or entity making the determination
discussed in this Section 8(b) with respect to Indemnitee’s entitlement to indemnification, shall be borne by the Company
and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(c)               
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section
8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change in Control shall not have
occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee
advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors,
in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the
identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10
days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be,
a written objection 


 




     6


     

    

to
such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected
does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall
act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not
serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without
merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(b) hereof,
no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware
Court of Chancery or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company
or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person
selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Counsel under Section 8(a) hereof.


 


(d)              
Indemnitee will be deemed a party to a Proceeding for all purposes hereof if Indemnitee is named as a defendant or respondent
in a complaint or petition for relief in that Proceeding, regardless of whether Indemnitee is ever served with process or makes
an appearance in that Proceeding.


 


9.                 
Presumptions and Effect of Certain Provisions.


 


(a)               
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted
a request for indemnification in accordance with Section 8(a) of this Agreement, and the Company shall have the burden of proof
in overcoming such presumption by clear and convincing evidence. Neither the failure of the Company (including its Board of Directors
or independent legal counsel) to have made a determination prior to the commencement of such action pursuant to this Agreement
that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including its Board of Directors or independent legal counsel) that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable
standard of conduct.


 


(b)              
If the person, persons or entity empowered or selected under Section 8 of this Agreement to determine whether Indemnitee
is entitled to indemnification shall not have made a determination within 30 days after receipt by the Company therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional
15 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.


 


(c)               
For purposes of any determination of whether Indemnitee acted in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable
cause to believe his 


 




     7


     

    

conduct
was unlawful (collectively, “Good Faith”), Indemnitee shall be deemed to have acted in Good Faith if Indemnitee’s
action is based on the records or books of account of the Company and any other Enterprise of which Indemnitee is or was serving
at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent
or information, opinions, reports or statements, including financial statements and other financial information, concerning the
Company and any other Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee,
general partner, managing member, fiduciary, employee or agent or any other person which were prepared or supplied to Indemnitee
by: (i) one or more officers or employees of the Company and any Enterprise of which Indemnitee is or was serving at the request
of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent; (ii) appraisers,
engineers, investment bankers, legal counsel or other persons as to matters Indemnitee reasonably believed were within the professional
or expert competence of those persons; and (iii) any committee of the Board of Directors or equivalent managing body of the Company
and any other Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee,
general partner, managing member, fiduciary, employee or agent of which Indemnitee is or was, at the relevant time, not a member.
The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which
the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.


 


(d)              
The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company and any other
Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner,
managing member, fiduciary, employee or agent shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.


 


10.                 
Remedies of Indemnitee.


 


(a)               
In the event that (i) a determination is made pursuant to Section 8(b) of this Agreement that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 8(b) of this Agreement within
the time period provided in Section 9(b) after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Section 5, Section 6, the last sentence of Section 8(b), or the last sentence of Section 2(d) of this
Agreement within 20 days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant
to Section 3 or Section 4 of this Agreement is not made within 20 days after a determination has been made that Indemnitee is
entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of his entitlement
to such indemnification or advancement of Expenses and appeals therefrom, concluding in a final and unappealable judgment by the
Delaware Supreme Court. The Board of Directors shall not make a determination as to the final disposition of such adjudication.
The Company shall not oppose Indemnitee’s right to seek any such adjudication.


 


(b)              
In the event that a determination shall have been made pursuant to Section 8(b) of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding commenced pursuant to this Section 10 shall be conducted in all respects
as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.


 


(c)               
If a determination shall have been made pursuant to Section 8(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such 


 




     8


     

    

determination
in any judicial proceeding commenced pursuant to this Section 10, absent (i) a misstatement by Indemnitee of a material fact,
or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with
the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(d)              
In the event that Indemnitee, pursuant to this Section 10, seeks a judicial adjudication of his rights under, or to recover
damages for breach of, this Agreement, if such judicial adjudication determines that Indemnitee shall be entitled to recover from
the Company, Indemnitee shall be indemnified by the Company against, any and all expenses (of the types described in the definition
of Expenses in Section 2(d) of this Agreement) actually and reasonably incurred by him in such judicial adjudication.


 


(e)               
The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that
the Company is bound by all the provisions of this Agreement.


 


11.                 
Exclusivity; Survival of Rights. The rights of indemnification and to receive advancement of Expenses as provided by
this Agreement shall be in addition to and not limited by any other rights to which Indemnitee may be entitled under the Certificate
of Incorporation or the Bylaws, any other agreement, any vote of stockholders or disinterested directors, the General Corporation
Law of the State of Delaware or otherwise; provided this Agreement shall supersede the indemnification and advancement of Expenses
provisions of any employment agreement entered into between the Indemnitee and the Company prior to the date of this Agreement.
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any action taken or omitted by such Indemnitee prior to such amendment, alteration or repeal.
To the extent that a change in the General Corporation Law of the State of Delaware, whether by statute or judicial decision,
permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate of Incorporation
and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits
so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and
every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.


 


12.                 
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification or to receive
advancement by the Company for a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and
reasonably incurred by Indemnitee (or on his behalf) in connection with such Proceeding, or any claim, issue or matter therein,
but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled.


 


13.                 
Rights Continued. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement
shall continue as to Indemnitee even though Indemnitee may have ceased to be a director or officer of the Company and shall inure
to the benefit of Indemnitee’s personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.


 


14.             
No Construction as an Employment Agreement or Any Other Commitment. Nothing contained in this Agreement shall be construed
as giving Indemnitee any right to be retained in 


 




     9


     

    

the
employ or as an officer of the Company or any of its subsidiaries, if Indemnitee currently serves as an officer of the Company,
or to be renominated or reelected as a director of the Company, if Indemnitee currently serves as a director of the Company.


 


15.             
Liability Insurance. To the extent the Company maintains an insurance policy or policies providing liability insurance
for directors, officers, trustees, general partners, managing members, fiduciaries, employees or agents of the Company or any
other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms, to the maximum extent of the coverage available for any director, officer, trustee, general
partner, managing member, fiduciary, employee or agent under such policy or policies.


 


16.             
No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable under this Agreement if, and to the extent that, Indemnitee has otherwise actually received such payment under any
contract, agreement or insurance policy, the Certificate of Incorporation or the Bylaws, or otherwise.


 


17.             
Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment
to all the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary
to secure such rights, including without limitation the execution of such documents as may be necessary to enable the Company
effectively to bring suit to enforce such rights.


 


18.             
Exceptions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated pursuant to the
terms of this Agreement, to:


 


(a)               
indemnify or advance Expenses to Indemnitee with respect to any Proceeding initiated, brought or made by Indemnitee, including
by way of cross-claim, counter claim or the like, except with respect to a Proceeding brought to establish or enforce a right
to indemnification, unless Proceeding was authorized or consented to by the Board of Directors;


 


(b)              
indemnify Indemnitee with respect to any Proceeding in which final judgment is rendered against Indemnitee for an accounting
of profits made from the purchase and sale or the sale and purchase by Indemnitee of securities of the Company pursuant to the
provisions of Section 16(b) of the Act; or


 


(c)               
indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to
enforce or interpret this Agreement, unless Indemnitee is successful in establishing Indemnitee’s right to indemnification
in such Proceeding, in whole or in part, or unless and to the extent that the court in such Proceeding shall determine that, despite
Indemnitee’s failure to establish his right to indemnification, Indemnitee is entitled to indemnity for such expenses; provided,
however that nothing in this Section 18(c) is intended to limit the Company’s obligation with respect to the advancement
of expenses to Indemnitee in connection with any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, as
provided in Section 7 of this Agreement.


 


Notwithstanding
any other provision of this Agreement to the contrary, with respect to any reimbursements hereunder that are taxable as compensation
to an Indemnitee, the amount of the Expenses that are eligible for reimbursement during one calendar year may not affect the amount
of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or
before the last day of the calendar year following the calendar year in which the expense was


 




     10


     

    

incurred,
and the right to reimbursement of the expenses shall not be subject to liquidation or exchange for any other benefit.


 


19.             
Settlements. The Company shall not be required to indemnify Indemnitee under this Agreement for any amounts paid in
settlement of any action or Proceeding effected without its written consent. The Company shall not settle any action or claim
in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the
Company nor Indemnitee may unreasonably withhold its consent to any proposed settlement.


 


20.             
Notices. Any notice or other communication required or permitted to be given or made to the Company or Indemnitee pursuant
to this Agreement shall be given if made in writing and deposited in the United States mail, with postage thereon prepaid, addressed
to the person to whom such notice or communication is directed at the address of such person on the records of the Company, and
such notice or communication shall be deemed given or made at the time when the same shall be so deposited in the United States
mail. Any such notice or communication to the Company shall be addressed to the Secretary of the Company.


 


21.             
Contractual Rights. The right to be indemnified or to receive advancement of Expenses under this Agreement (i) is a
contract right based upon good and valuable consideration, pursuant to which Indemnitee may sue, (ii) is and is intended to be
retroactive and shall be available as to events occurring prior to the date of this Agreement and (iii) shall continue after any
rescission or restrictive modification of this Agreement as to events occurring prior thereto.


 


22.             
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever, the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby; to the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect
to the intent manifested by the provisions held invalid, illegal or unenforceable; and those provision or provisions held to be
invalid, illegal or unenforceable for any reason whatsoever shall be deemed reformed to the extent necessary to conform to applicable
law and to give the maximum effect to the intent of the parties hereto.


 


23.             
Successors; Binding Agreement. The Company shall require and cause any successor (whether direct or indirect), by purchase,
merger, consolidation or otherwise, to all or substantially all of the business or assets of the Company, by written agreement
in form and substance reasonably satisfactory to Indemnitee, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if no such succession had taken place. As used in
this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or
assets as aforesaid that executes and delivers the agreement provided for in this Section 23 or that otherwise becomes bound by
the terms and provisions of this Agreement by operation of law. This Agreement shall be binding upon the Company and its successors
and assigns (including, without limitation, any direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business or assets of the Company) and will inure to the benefit of Indemnitee (and Indemnitee’s
spouse, if Indemnitee resides in Texas or another community property state), heirs, executors and administrators.


 


24.             
Counterparts, Modification, Headings, Gender.


 


(a)               
This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument, and either
party hereto may execute this Agreement by signing any such counterpart. Any such counterpart delivered by facsimile or other
electronic means shall constitute an original signature for all purposes hereunder.


 




     11


     

    

(b)              
No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by Indemnitee and an appropriate officer of the Company. No waiver by any party at any time of
any breach by any other party of, or compliance with, any condition or provision of this Agreement to be performed by any other
party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or at any prior or subsequent
time.


 


(c)               
Section headings are not to be considered part of this Agreement, are solely for convenience of reference, and shall not
affect the meaning or interpretation of this Agreement or any provision set forth herein.


 


(d)              
Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular
form shall be construed to include the plural and vice versa, unless the context otherwise requires.


 


25.             
Exclusive Jurisdiction; Governing Law. The Company and Indemnitee agree that all disputes in any way relating to or
arising under this Agreement, including, without limitation, any action for advancement of Expenses or indemnification, shall
be litigated, if at all, exclusively in the Delaware Court of Chancery, and if necessary, the corresponding appellate courts.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws. The Company
and Indemnitee (i) expressly submit themselves to the personal jurisdiction of the Delaware Court of Chancery for purposes of
any action or proceeding arising out of or in connection with this Agreement, (ii) irrevocably appoint, to the extent such party
is not a resident of the State of Delaware, The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801 as its
agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action
or proceeding against such party with the same legal force and validity as if served upon such party personally within the State
of Delaware, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery,
and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court
of Chancery has been brought in an improper or otherwise inconvenient forum.


 


26.             
Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) 10 years after the
date that Indemnitee shall cease to serve as a director or executive officer of the Company or a director, officer, trustee, general
partner, managing member, fiduciary, employee or agent of any other Enterprise which Indemnitee served at the request of the Company;
or (b) one year after the final, nonappealable termination of any Proceeding then pending in respect of which Indemnitee is granted
rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section
10 of this Agreement relating thereto.


 


27.             
Contribution. If it is established, under Section 8 or otherwise, that Indemnitee has the right to be indemnified under
this Agreement in respect of any claim, but that right is unenforceable by reason of applicable law or public policy, then, to
the fullest extent applicable law permits, the Company, in lieu of indemnifying or causing the indemnification of Indemnitee under
this Agreement, will contribute to the amount Indemnitee has incurred, whether for judgments, fines, penalties, excise taxes,
amounts paid or to be paid in settlement or for Expenses reasonably incurred, in connection with that Proceeding, in such proportion
as is deemed fair and reasonable in light of all the circumstances of that Proceeding in order to reflect:


 




     12


     

    

(a)               
the relative benefits Indemnitee and the Company have received as a result of the event(s) or transactions(s) giving rise
to that Proceeding; or


 


(b)              
the relative fault of Indemnitee and of the Company and its other functionaries in connection with those event(s) or transaction(s).


 







 


 



     13


     

    




 


 





IN
WITNESS WHEREOF, the Company and Indemnitee have executed this Agreement as of the date and year first above written.


 









	BONANZA CREEK ENERGY, INC.
	 
	 
	By:	 
	 	Name:
	 	Title:



 


 


	 






 
















	INDEMNITEE:
	 
	 
	By:	 
	 	Name:
	 	Title:



 



 


 


	 






 


 



     14