Exhibit 10.6


 





INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement
(“Agreement”) is made as of [●], 2022 by and between Granite Ridge Resources, Inc., a Delaware corporation
(the “Company”), and _______________________ (“Indemnitee”).


 


RECITALS:


 


WHEREAS, directors, officers
and other persons in service to corporations or business enterprises are subjected to expensive and time-consuming litigation relating
to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;


 


WHEREAS, highly competent
persons have become more reluctant to serve as directors, officers or in other capacities unless they are provided with adequate protection
through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service
to and activities on behalf of the corporation;


 


WHEREAS, the Board of Directors
of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons
is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there
will be increased certainty of such protection in the future;


 


WHEREAS, (i) the Amended
and Restated Bylaws of the Company (as may be amended from time to time, the “Bylaws”) require indemnification
of the officers and directors of the Company (ii) Indemnitee may also be entitled to indemnification pursuant to the General Corporation
Law of the State of Delaware (“DGCL”) and (iii) the Bylaws and the DGCL expressly provide that the indemnification
provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and members
of the Board, officers and other persons with respect to indemnification;


 


WHEREAS, this Agreement is
a supplement to and in furtherance of the Bylaws and the Amended and Restated Certificate of Incorporation of the Company (as may be amended
from time to time, the “Certificate of Incorporation”) and any resolutions adopted pursuant thereto, and shall
not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, (i) Indemnitee
does not regard the protection available under the Bylaws and insurance as adequate in the present circumstances, (ii) Indemnitee
may not be willing to serve or continue to serve as a director or officer of the Company without adequate protection, (iii) the Company
desires Indemnitee to serve in such capacity, and (iv) Indemnitee is willing to serve, continue to serve and to take on additional
service for or on behalf of the Company on the condition that Indemnitee be so indemnified.


 






     


     


    

 


AGREEMENT:


 


NOW, THEREFORE, in consideration
of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.               
Definitions. (a) As used in this Agreement:


 


“Affiliate”
of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such
specified Person.


 


“Corporate Status”
describes the status of a person who is or was a director, officer, employee or agent of (i) the Company or (ii) any other corporation,
limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was
serving at the request of the Company.


 


“Disinterested
Director” shall mean 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.


 


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


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Expenses”
shall mean all reasonable costs, expenses, fees and charges, including, without limitation, attorneys’ fees, document and e-discovery
costs, litigation expenses, 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, being or preparing to be a witness
in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection
with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, 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, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection
with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any
federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement,
and (iv) any interest, assessments or other charges in respect of the foregoing. “Expenses” shall not include “Liabilities.”


 


“Grey Rock
Entities” means Grey Rock Energy Fund, LP, a Delaware limited partnership, Grey Rock
Energy Fund II, L.P., a Delaware limited partnership, Grey Rock Energy Fund II-B, LP, a Delaware limited partnership, Grey
Rock Energy Fund II-B Holdings, L.P., a Delaware limited partnership, Grey Rock Energy Fund III-A, LP, a
Delaware limited partnership, Grey Rock Energy Fund III-B, LP, a Delaware limited partnership, Grey Rock Energy
Fund III-B Holdings, LP, a Delaware limited partnership, GREP Holdco I LLC, a Delaware limited liability company, GREP
Holdco II LLC, a Delaware limited liability company, GREP Holdco II-B Holdings, LLC, a Delaware limited liability company,
GREP Holdco III-A LLC, a Delaware limited liability company, GREP Holdco III-B Holdings LLC a Delaware limited
liability company, and their respective Affiliates, Grey Rock Energy Management, LLC, a Delaware limited liability company (“Grey
Rock Management”), and any of its Affiliates, Grey Rock Administration, LLC, and any of its Affiliates, and any investment
vehicles managed by Grey Rock Management and any of its Affiliates; provided that neither the Company, nor any of its subsidiaries
shall be considered Grey Rock Entities hereunder.


 






    2


     


    

 


“Indemnity Obligations”
shall mean all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification
to Indemnitee and advance Expenses to Indemnitee under this Agreement.


 


“Independent Counsel”
shall mean a law firm of fifty (50) or more attorneys, or a member of a law firm of fifty (50) or more attorneys, that is experienced
in matters of corporation law and neither presently is, nor in the past five (5) 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 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; provided, however, that 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.


 


“Liabilities”
shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties, assessments, and other amounts payable in connection
with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any
Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding
or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.


 


“Person”
shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body
or any other legal entity.


 


“Proceeding”
shall mean any threatened, pending or completed action, demand, claim, suit, arbitration, alternate dispute resolution mechanism, formal
or informal hearing, inquiry or investigation, litigation, inquiry, administrative hearing or any other actual, threatened or completed
judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933,
as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of the Company
or otherwise, and whether of a civil, criminal, administrative or investigative nature, in each case, in which Indemnitee was, is or will
be, or is threatened to be, involved as a party, witness or otherwise, including any inquiries, hearings, or investigations that the Indemnitee
determines might lead to the institution of any proceeding, by reason of the fact that Indemnitee is or was a director or officer of the
Company, by reason of any actual or alleged action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or
inaction) on Indemnitee’s part while acting as director or officer of the Company, or by reason of the fact that Indemnitee is or
was serving at the request of the Company as a director, officer, trustee, employee or agent of another corporation, limited liability
company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability
or expense is incurred for which indemnification, reimbursement, or advancement can be provided under this Agreement.


 






    3


     


    

 


(b)              
 For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit
plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or
agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed
to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner
 “not opposed to the best interests of the Company” as referred to in this Agreement.


 


Section 2.               
Indemnity in Third-Party Proceedings. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent
permitted by applicable law, from and against all Liabilities and Expenses suffered or reasonably incurred (and, in the case of retainers,
reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding
brought by or in the right of the Company to procure a judgment in its favor, which is provided for in Section 3 below), or
any claim, issue or matter therein.


 


Section 3.               
Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee,
to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred (and, in the case
of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought
by or in the right of the Company to procure a judgment in its favor, or any claim, issue or matter therein. No indemnification for Liability
and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have
been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any
court in which the Proceeding was brought 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 indemnification.


 


Section 4.               
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions
of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification
pursuant to Sections 2 or 3 hereof, to the fullest extent permitted by applicable law, to the extent that Indemnitee
is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part,
the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred (and, in the case of retainers, reasonably
expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim,
issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue
or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue
or matter.


 


Section 5.                Indemnification
For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by
applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or otherwise a
participant, including by a request to respond to discovery requests, receipt of a subpoena or similar demand for documents or
testimony, in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party, Indemnitee shall be
indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by
Indemnitee or on Indemnitee’s behalf in connection therewith.


 






    4


     


    

 


Section 6.               
Additional Indemnification. Notwithstanding any limitation in Sections 2, 3 or 4 hereof,
the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to
be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against
all Liabilities and Expenses suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee
in connection with such Proceeding, including but not limited to:


 


(a)              
the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of the DGCL; and


 


(b)              
the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement
that increase the extent to which a corporation may indemnify its officers and directors.


 


Section 7.               
Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement
to indemnify or hold harmless Indemnitee, or, in the case of (a) and (d), to advance Expenses to Indemnitee:


 


(a)              
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except
with respect to any excess beyond the amount paid under such insurance policy;


 


(b)              
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law;


 


(c)              
for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any
profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including
any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of
2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale
by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held liable therefor (including pursuant
to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and
Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act;


 






    5


     


    

 


(d)               except
as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding)
initiated by Indemnitee, or if Indemnitee was nominated to the Board by one or more of the Grey Rock Entities, such Grey Rock
Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, or if Indemnitee was nominated to the
Board by one or more of the Grey Rock Entities, such Grey Rock Entity, against the Company or its directors, officers, employees or
other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation,
(ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under
applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights
under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated
or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by
Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by
Indemnitee); or


 


(e)              
if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification
is not permitted by the DGCL or would otherwise not be lawful.


 


Section 8.               
Advancement. In accordance with the pre-existing requirements of the Bylaws, and notwithstanding any provision of
this Agreement to the contrary, the Company shall advance, to the extent not prohibited by applicable law, the Expenses and Liabilities
reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within ten (10) days after the
receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition
of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability
to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this
Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including
Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify for advances
upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes
to repay the amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further
right to appeal that the Indemnitee is not entitled to be indemnified by the Company. Nothing in this Section 8 shall limit
Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not
apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Sections 7(a) or (d) hereof.


 


Section 9.               
Procedure for Notification and Defense of Claim.


 


(a)               Indemnitee
shall promptly notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or
advancement hereunder following the receipt by Indemnitee of written notice thereof (the date of such notification, the
 “Submission Date”). The written notification to the Company shall include a description of the nature of
the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to
the Company a written request, including therein or therewith such documentation and information as is reasonably available to
Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following
the final disposition of such Proceeding, including any appeal therein. Any delay or failure by Indemnitee to notify the Company
hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this
Agreement, and any delay or failure in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this
Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in
writing that Indemnitee has requested indemnification.


 






    6


     


    

 


(b)              
In the event Indemnitee is entitled to indemnification and/or advancement with respect to any Proceeding, the Company shall be
entitled to assume the defense of Indemnitee in such Proceeding, in which case the Company shall assume the defense of such Proceeding
with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed)
within ten (10) days of the Company’s receipt of written notice of Indemnitee’s election to cause the Company to do so. If
the Company assumes the defense of any such Proceeding, it shall engage legal counsel for such defense, and the Company shall be solely
responsible for all fees and expenses of such legal counsel and otherwise of such defense. Such legal counsel may represent both Indemnitee
and the Company (and any other party or parties entitled to be indemnified by the Company with respect to such matter) unless, in the
reasonable opinion of legal counsel to Indemnitee, there is a conflict of interest between Indemnitee and the Company (or any other such
party or parties) or there are legal defenses available to Indemnitee that are not available to the Company (or any such other party or
parties). If Indemnitee retains counsel because the Company fails to assume the defense of any such Proceeding, the fees and expenses
of Indemnitee’s counsel shall be subject to indemnification or advancement pursuant to the terms of this Agreement. Notwithstanding
either party’s assumption of responsibility for defense of a Proceeding, each party shall have the right to engage separate counsel
at its own expense. If the Company has responsibility for defense of a Proceeding, the Company shall provide the Indemnitee and its counsel
with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and the Company shall reasonably cooperate
in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether the Company or Indemnitee
assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of the Company.
The Company may not settle or compromise any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without
the prior written consent of Indemnitee. Neither the Company, nor Indemnitee may unreasonably withhold their consent to any proposed settlement.


 


Section 10.           
Procedure Upon Application for Indemnification.


 


(a)               Upon
written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company
is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if
Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other
circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by
a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum
of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent
Counsel in a written opinion to the Board, 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 ten (10) days after such determination.
Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any
documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to
Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall, to the fullest extent permitted by law, be borne by the Company (irrespective of
the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom. The Company will not deny any written request for indemnification hereunder made in good faith by
Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has
been made. 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 Liabilities and Expenses arising out of or relating to this Agreement or its engagement
pursuant hereto.


 






    7


     


    

 


(b)              
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a)
hereof, (i) the Independent Counsel shall be selected by the Company within ten (10) days of the Submission Date (the cost of such
Independent Counsel to be paid by the Company), (ii) the Company shall give written notice to Indemnitee advising it of the identity
of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall
have been given, deliver to the Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted
only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined
in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent
Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely
objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected
to before the later of (A) thirty (30) days after the Submission Date and (B) ten (10) days after the final disposition of the
Proceeding, including any appeal therein, each of the Company and Indemnitee shall select a law firm or member of a law firm meeting the
qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel.


 


Upon the due commencement of any judicial proceeding
or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


Section 11.           
Presumptions and Effect of Certain Proceedings.


 


(a)               In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such
determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this
Agreement, and the Company shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome that
presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.
Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the
commencement of any 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 by its directors or Independent 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.


 






    8


     


    

 


(b)              
Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10
of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60)
days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall, to the
fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification,
absent a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable
time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee
objects to the Company’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such
additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such
60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement
to indemnification is to be made by the stockholders of the Company.


 


(c)              
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 (except as otherwise expressly provided in this Agreement) adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


(d)              
Reliance as Safe Harbor. For purposes of any determination of 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 Enterprise, including financial statements,
or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel
for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant
or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 11(d)
shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement.


 


(e)              
Actions of Others. The knowledge or actions, or failure to act, of any director, officer, agent or employee of the
Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 






    9


     


    

 


Section 12.           
Remedies of Indemnitee.


 


(a)               Subject
to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this
Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant
to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely
made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of
this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification
pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes
or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or
proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee
hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or
advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)              
In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee
is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be
conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse
determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 the Company shall have the
burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.


 


(c)              
If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this
Section 12, absent a prohibition of such indemnification under applicable law.


 


(d)              
The Company shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding
or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid,
binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions
of this Agreement. It is the intent of the Company that Indemnitee not be required to incur Expenses associated with the interpretation,
enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof
would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee
against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request
therefore) advance, to the extent not prohibited by applicable law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection
with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or the Bylaws, or under
any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately
is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.


 


(e)               Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding, including any appeal therein; provided that, in absence of any
such determination with respect to such Proceeding, the Company shall advance Expenses with respect to such Proceeding.


 






    10


     


    

 


Section 13.           
Non-Exclusivity; Survival of Rights; Insurance; Subrogation.


 


(a)              
The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement,
a vote of stockholders or a resolution of directors, or otherwise. 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
in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. The Company shall not adopt any amendment or alteration
to, or repeal of, the Certificate of Incorporation or the Bylaws, the effect of which would be to deny, diminish or encumber the Indemnitee’s
rights to indemnification pursuant to this Agreement, the Certificate of Incorporation, the Bylaws or applicable law relative to such
rights prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision,
permits greater indemnification or advancement than would be afforded currently under the Bylaws or 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 retroactive to the effective
date of this Agreement, to the fullest extent permitted by applicable law. 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.


 


(b)              
The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement and insurance provided
by one or more Persons with whom or which Indemnitee may be associated (including, without limitation, any of the Grey Rock Entities).
The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with respect to any Proceeding,
Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) the Company shall be primarily liable for all
Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that
is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including
this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated (including,
without limitation, any of the Grey Rock Entities) to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect
of any Proceeding shall be secondary to the obligations of the Company hereunder, (iv) the Company shall be required to indemnify
Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights
Indemnitee may have against any other Person with whom or which Indemnitee may be associated (including, without limitation, any of the
Grey Rock Entities) or insurer of any such Person and (v) the Company irrevocably waives, relinquishes and releases any other Person
with whom or which Indemnitee may be associated (including, without limitation, any of the Grey Rock Entities) from any claim of contribution,
subrogation or any other recovery of any kind in respect of amounts paid by the Company hereunder. In the event any other Person
with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject
of any Indemnity Obligation owed by the Company or payable under any Company insurance policy, the payor shall have a right of subrogation
against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer
or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee
may be associated (including, without limitation, any of the Grey Rock Entities) or their insurers affect the obligations of the Company
hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated
(including, without limitation, any of the Grey Rock Entities). Any indemnification, insurance or advancement provided by any other Person
with whom or which Indemnitee may be associated (including, without limitation, any of the Grey Rock Entities) with respect to any liability
arising as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person is specifically in excess
over any Indemnity Obligation of the Company or valid and any collectible insurance (including but not limited to any malpractice insurance
or professional errors and omissions insurance) provided by the Company under this Agreement.


 






    11


     


    

 


(c)              
The Company shall maintain an insurance policy or policies providing liability insurance providing reasonable and customary coverage
as compared with similarly situated companies (as determined by the Board in its reasonable discretion) for directors, officers, employees,
trustees, or agents of any Enterprise, and 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 such director, officer, employee, trustee or agent under such policy or policies
and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement
or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated (including,
without limitation, any of the Grey Rock Entities) to the same extent as the Company’s indemnification and advancement obligations
set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director
and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action
to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms
of such policies.


 


(d)              
In the event of any payment under this Agreement, the Company shall be subrogated to the rights of recovery of Indemnitee, including
rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however,
that the Company shall not be subrogated to the extent of any such payment of all rights of recovery of Indemnitee with respect to any
Person with whom or which Indemnitee may be associated (including, without limitation, any of the Grey Rock Entities).


 


(e)              
The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of Indemnitee.


 






    12


     


    

 


Section 14.           
Duration of Agreement; Not Employment Contract. This Agreement shall continue until and terminate upon the latest
of: (i) ten (10) years after the date that Indemnitee shall have ceased to serve as director, officer, employee or agent of the
Company or any other Enterprise, (ii) one (1) year after the date of final termination of any Proceeding, including any appeal,
then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including
any appeal, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto or (iii) the expiration of
all statutes of limitation applicable to possible Proceedings to which Indemnitee may be subject arising out of Indemnitee’s Corporate
Status. The indemnification provided under this Agreement shall continue as to the Indemnitee even though he or she may have ceased to
be a director or officer of the Company or of any of the Company’s direct or indirect subsidiaries or to have Corporate Status.
This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s
heirs, executors and administrators. The Company shall require and cause any successor, and any direct or indirect parent of any successor,
whether direct or indirect by purchase, merger, consolidation or otherwise, to all, substantially all or a substantial part, of the business
and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to 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. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any other
Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries
or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except
as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any
other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director of
the Company, by the Certificate of Incorporation, the Bylaws or the DGCL.


 


Section 15.           
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable
that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by applicable law; (b) such provision or provisions 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; and (c) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested thereby.


 


Section 16.           
Enforcement.


 


(a)               The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in
order to induce Indemnitee to serve as a director, officer, employee or agent of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent of the Company.


 






    13


     


    

 


(b)              
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof;
provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable
law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.


 


Section 17.           
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver
of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.


 


Section 18.           
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall
be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication
shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date
on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other
communication shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission
has been received:


 


	 	(i)	If to Indemnitee, at the
  address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.




 


	 	(ii)	If to the Company to




 


Granite Ridge Resources, Inc.

 5217 McKinney Avenue, Suite 400

Dallas, TX 75205

Attention: Board of Directors


 


or to any other address as may have been furnished
to Indemnitee by the Company.


 


Section 19.           
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this
Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to
the amount incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any Proceeding, in such proportion as is
deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (a) the relative benefits
received by the Company and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (b) the
relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and
transaction(s).


 






    14


     


    

 


Section 20.            Applicable
Law. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration
commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and
unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought
only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or
federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive
jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement,
(c) consent to service of process at the address set forth in Section 18 of this Agreement with the same legal
force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying
of venue of any such action or proceeding in the Delaware Court, and (e) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.


 


Section 21.           
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the
party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


Section 22.           
Third-Party Beneficiaries. The Grey Rock Entities are intended third-party beneficiaries of this Agreement and shall
have all of the rights afforded to Indemnitee under this Agreement.


 


Section 23.           
Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.


 


[Signature Page Follows]


 






    15


     


    

 


IN WITNESS WHEREOF, the parties
have caused this Agreement to be signed as of the day and year first above written.


 


	GRANITE RIDGE RESOURCES, INC.  	 	INDEMNITEE
	 	 	 
	By:	       	 	By:	          
	Name: 	 	 	Name: 	 
	Title:	 	 	Title:	 



 


Signature
Page to Indemnification Agreement