EX-10.2





 Exhibit 10.2 

REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 1, 2021, by and among
by and between SilverBow Resources, Inc., a Delaware corporation (the “Company”) and Sierra EF, LP, a Delaware limited partnership (the “Holder” and, together with the Company, the “Parties”).
Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement (defined below). 

WHEREAS, this Agreement is made in connection with the closing of the issuance and sale of the Purchased Securities pursuant to the Purchase
and Sale Agreement, dated as of August 12, 2021, by and between the Company, SilverBow Resources Operating, LLC, a Texas limited liability company, and the Holder (the “Purchase Agreement”); and 

WHEREAS, the Company has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchaser
pursuant to the Purchase Agreement. 
 NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the Parties hereby agree as follows: 

1. Definitions. As used in this Agreement, the following terms have the meanings indicated: 

“Affiliate” of any specified Person means any other person which, directly or indirectly, is in control of, is controlled by,
or is under common control with, such specified Person. For purposes of this definition, “control” of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether
through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Agreement” has the meaning set forth in the preamble. 

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined under Rule
405 promulgated under the Securities Act. 
 “Blackout Period” has the meaning set forth in Section 3(n). 

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

“Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in the State of
Texas or the State of New York are authorized or required to be closed. 
 “Commission” means the Securities and Exchange
Commission or any other federal agency then administering the Securities Act or Exchange Act. 
 “Common Stock” means the
common stock, par value $0.01 per share, of the Company. 












 “Company” has the meaning set forth in the preamble. 

“Company Securities” means any equity interest of any class or series in the Company. 

“Demand Notice” has the meaning set forth in Section 2(a)(i). 

“Demand Registration” has the meaning set forth in Section 2(a)(i). 

“Effective Date” means the time and date that a Registration Statement is first declared effective by the Commission or
otherwise becomes effective. 
 “Effectiveness Period” has the meaning set forth in Section 2(a)(ii). 

“Equity Percentage” means, for any Person, the percentage produced by dividing the number of shares of Common Stock owned by
such Person by the total number of shares of Common Stock that are outstanding at such time. 
 “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. 

“Holder” has the meaning set forth in the preamble. The Holder shall cease to be the Holder hereunder at such time as it
ceases to hold any Registrable Securities. 
 “Holder Indemnified Persons” has the meaning set forth in
Section 6(a). 
 “Initiating Holder” means the Holder delivering the Demand Notice or the Underwritten Offering
Notice, as applicable. 
 “Losses” has the meaning set forth in Section 6(a). 

“Material Adverse Change” means (i) any general suspension of trading in, or limitation on prices for, securities on any
national securities exchange or in the over-the-counter market in the United States; (ii) the declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States; (iii) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a national emergency or war
or a change in national or international financial, political or economic conditions; and (iv) any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to the business, properties, assets, liabilities,
condition (financial or otherwise), operations, results of operations or prospects of the Company and its subsidiaries taken as a whole. 

“Minimum Amount” has the meaning set forth in Section 2(a). 

“Parties” has the meaning set forth in the preamble. 

  
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 “Person” means an individual, corporation, partnership, trust, incorporated
or unincorporated association, joint venture, limited liability company, joint stock company, estate, trust, government (or an agency or subdivision thereof) or other entity of any kind. 

“Piggyback Notice” has the meaning set forth in Section 2(c). 

“Piggyback Registration” has the meaning set forth in Section 2(c). 

“Proceeding” means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial
proceeding, such as a deposition) pending or, to the knowledge of the Company, to be threatened. 
 “Prospectus” means the
prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B or Rule 430C
promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. 

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

“Purchased Securities” means the 440,140 shares of Common Stock to be issued and sold to the Purchaser pursuant to the
Purchase Agreement. 
 “Registrable Securities” means, collectively, (i) the Purchased Securities, (ii) any
additional shares of Common Stock paid, issued or distributed in respect of any such shares by way of a stock dividend or distribution, or in connection with a combination of shares, and any security into which such Common Stock shall have been
converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, consolidation, exchange, distribution or otherwise; provided, however, that Registrable Securities shall not include: (i) any
shares of Common Stock that have been registered under the Securities Act and disposed of pursuant to an effective Registration Statement or otherwise transferred to a Person who is not entitled to the registration and other rights hereunder;
(ii) any shares of Common Stock that have been sold or transferred by the Holder thereof pursuant to Rule 144 (or any similar provision then in force under the Securities Act) and the transferee thereof does not receive “restricted
securities” as defined in Rule 144; and (iii) any shares of Common Stock that cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise). 

“Registration Expenses” has the meaning set forth in Section 5. 

“Registration Statement” means a registration statement of the Company in the form required to register the resale of the
Registrable Securities under the Securities Act and other applicable law, and including any Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. 

  
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 “Requested Underwritten Offering” has the meaning set forth in
Section 2(b). 
 “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such rule may be amended from time to time. 
 “Rule 405” means Rule 405 promulgated by the Commission pursuant to the
Securities Act, as such rule may be amended from time to time. 
 “Rule 415” means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such rule may be amended from time to time. 
 “Rule 424” means Rule 424 promulgated by
the Commission pursuant to the Securities Act, as such rule may be amended from time to time. 
 “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. 
 “Selling
Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for the Holder. 

“Shelf Registration Statement” means a Registration Statement of the Company filed with the Commission on Form S-3 (or any successor form or other appropriate form under the Securities Act) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 (or any similar rule that may be adopted by the
Commission) covering the Registrable Securities, as applicable. 
 “Suspension Period” has the meaning set forth in
Section 8(b). 
 “Trading Market” means the principal national securities exchange on which Registrable
Securities are listed. 
 “Underwritten Offering” means an underwritten offering of Common Stock for cash (whether a
Requested Underwritten Offering or in connection with a public offering of Common Stock by the Company, a public offering of Common Stock by stockholders or both). 

“Underwritten Offering Notice” has the meaning set forth in Section 2(b). 

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

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or
neuter forms; (b) references to Sections refer to Sections of this Agreement; (c) the terms “include,” “includes,” “including” and words of like import shall 

  
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be deemed to be followed by the words “without limitation”; (d) the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not
to any particular provision of this Agreement; (e) unless the context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to
both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law or statute
shall be construed as including any legal and statutory provisions consolidating, amending, succeeding or replacing the applicable law or statute; (h) references to any Person include such Person’s successors and permitted assigns; and
(i) references to “days” are to calendar days unless otherwise indicated.. 
 2. Registration. 

(a) Demand Registration. 

(i) In connection with and following the issuance of the Purchased Securities pursuant to the Purchase Agreement, the Holder that holds
Registrable Securities shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in
this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a
delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”); provided, however, that in no event shall any eligible Holder be entitled to exercise more than two
Demand Registrations for its Registrable Securities. The Demand Notice must set forth the name and address of the Initiating Holder, the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and
the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration for Registrable Securities representing an Equity Percentage of less than 5%
(the “Minimum Amount”). 
 (ii) Within five Business Days of the receipt of the Demand Notice, the Company shall, subject
to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover all of the Registrable Securities to be included in the
Demand Registration. The Company shall use commercially reasonable best efforts to cause such Registration Statement to be declared and remain effective under the Securities Act until the earlier of (A) 180 days (or two years if a Shelf
Registration Statement is requested) after the Effective Date or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided,
however, that such period shall be extended for a period of time equal to the period the Holder is required to refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the
Company pursuant to this Agreement or an underwriters’ lock-up agreement. 
 (iii) Subject to
the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 180 days of the closing of any 

  
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Underwritten Offering or such longer period of time as may be set in the underwriters’ lock-up agreement for the Underwritten Offering (provided such
Underwritten Offering is completed), (B) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Holder providing such Demand Notice shall have become
effective under the Securities Act and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance
with the intended timing and method or methods of distribution thereof specified in the Demand Notice or (C) more than one Demand Registration or Underwritten Offering every 180 days. No Demand Registration shall be deemed to have occurred for
purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to Section 2(a)(ii), in which case the
Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. 
 (iv) An Initiating Holder and any other Holder
that has requested its Registrable Securities be included in a Demand Registration may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness
of the applicable Registration Statement. Upon delivery of a notice by the Initiating Holder to the effect that the Initiating Holder is withdrawing all or an amount such that the remaining amount is below the Minimum Amount of its Registrable
Securities to be included in a Demand Registration, the Company may, at its option, cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration shall be deemed a Demand Registration unless (i) the
Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all commercially reasonable and documented out-of-pocket
fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities
included in such Demand Registration) or (ii) the withdrawal is made (A) following the occurrence of a Material Adverse Change or (B) because the Registration would require disclosure of material information that the Company has a
bona fide business purpose for preserving as confidential. 
 (v) Subject to the limitations contained in this Agreement, the Company shall
effect any Demand Registration on such appropriate registration form of the Commission (x) as shall be selected by the Company and (y) as shall permit the disposition of the Registrable Securities in accordance with the intended method or
methods of disposition specified in the Holder’s requests for such registration; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and
selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available
to the Company). If at any time a Registration Statement on Form S-3 is effective and the Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable
Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as soon as reasonably practicable as may be necessary in order to enable such offering to take place. 

  
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 (vi) Without limiting Section 3, in connection with any Demand Registration pursuant
to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions
and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Holder shall reasonably request; provided,
however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as
a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand
Registration on the Trading Market and (B) do any and all other acts and things that may be commercially reasonably necessary or appropriate or reasonably requested by the Holder to enable the Holder to consummate a public sale of such
Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. 
 (vii) In the event the
Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of the Holder, the Company shall amend or supplement such Registration
Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective
amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, Affiliates of the Holder or transferees of the Holder, (B) the Company has received written consent
therefor from whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder and (C) the Company receives a written request
from the subsequent transferee, requesting that its shares of Common Stock be included in the Registration Statement, with all information reasonably requested by the Company. 

(b) Requested Underwritten Offering. 

(i) The Holder effectuating a Demand Registration pursuant to the terms of Section 2(a) shall have the option and right,
exercisable by delivering written notice to the Company of its intention to distribute Registrable Securities by means of an Underwritten Offering (an “Underwritten Offering Notice”), to require the Company, pursuant to the terms of
and subject to the limitations of this Agreement, to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Offering pursuant to an effective Registration Statement covering such Registrable Securities (or
pursuant to an effective Automatic Shelf Registration Statement) (a “Requested Underwritten Offering”); provided, however, that in no event shall (A) the Holder be entitled to exercise more than two Requested
Underwritten Offerings for its Registrable Securities and (B) the Company be required to effect more than one Underwritten Offering or Demand Registration every 180 days. The managing underwriter or managing underwriters of a Requested
Underwritten Offering shall be designated by the Initiating Holder (provided, however, that the designated managing underwriter or managing underwriters shall be 

  
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reasonably acceptable to the Company). Any Requested Underwritten Offering shall constitute a Demand Registration of the Initiating Holder for purposes of Section 2(a)(iii), unless an
Underwritten Offering Notice relating to a Demand Registration is delivered to the Company concurrent with a related Demand Notice. 
 (ii)
If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Initiating Holder), advise the
Company that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing
or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration shall be allocated, (A) first, to the Holder (including any Initiating Holder) that has requested
to participate in such Demand Registration based on the relative number of Registrable Securities then held by the Holder; (B) second, and only if all the securities referred to in clause (A) have been included in such registration, to the
Company up to the number of securities that the Company proposes to include in such registration that, in the opinion of the managing underwriter or underwriters (or the Initiating Holder, as the case may be) can be sold without having such adverse
effect and (C) third, and only if all of the securities referred to in clause (B) have been included in such registration, up to the number of securities that in the opinion of the managing underwriter or underwriters (or the
Initiating Holder, as the case may be), can be sold without having such adverse effect. 
 (c) Piggyback Registration. 

(i) If the Company shall at any time propose to conduct an underwritten offering of Common Stock for cash (whether a Requested Underwritten
Offering or in connection with a public offering of Common Stock by the Company, a public offering of Common Stock by stockholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction
on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales) (an “Underwritten Offering”), the Company
shall promptly notify the Holder of such proposal reasonably in advance of (and in any event at least five Business Days before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance,
including the proposed offering price (or range of offering prices), the anticipated filing date of the Registration Statement and the number of shares of Common Stock that are proposed to be registered (the
“Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of an Underwritten Offering other than a Requested
Underwritten Offering advise the Company that in their reasonable opinion that the inclusion of any of the Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if
applicable) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to
the Holder and the Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Piggyback Notice shall offer the Holder the opportunity to include for registration
in such Underwritten Offering (and any related registration, if applicable) 

  
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the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that in the event that the Company proposes to effectuate
the subject Underwritten Offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of the Holder which are subject to an effective Shelf
Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the Company has received written
requests for inclusion therein within three Business Days after sending the Piggyback Notice. If the Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, the Holder shall
nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of Common Stock, all upon the terms and
conditions set forth herein. 
 (ii) If the managing underwriter or managing underwriters of an Underwritten Offering advise the Company and
the Holder who has requested its Registrable Securities be included in such offering following a Piggyback Notice that in their commercially reasonable opinion that the inclusion of all of the Holder’s Registrable Securities requested for
inclusion in the subject Registration Statement (and any other Common Stock proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be
included in such offering by the Company, the Company shall include in such Underwritten Offering only that number of shares of Common Stock proposed to be included in such Underwritten Offering that, in the commercially reasonable opinion of the
managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (A) first, (1) in the case of a Requested Underwritten Offering, to the Holder that has requested to participate in such
Requested Underwritten Offering based on the number of Registrable Securities the Holder is entitled to include in such Requested Underwritten Offering and, if there remains availability for additional shares of Common Stock to be included in such
registration, to the Company, or (2) in the case of any other Underwritten Offerings, to the Company, (B) if there remains availability for additional shares of Common Stock to be included in such registration, second pro-rata among all holders desiring to register Registrable Securities based on the number of Registrable Securities such holder is entitled to include in such registration and, if applicable, to any other holders
on whose behalf the Company filed such Registration Statement and (C) if there remains availability for additional shares of Common Stock to be included in such registration, third pro-rata among all
other holders of Common Stock who may be seeking to register such Common Stock based on the number of Common Stock such holder is entitled to include in such registration. If the Holder disapproves of the terms of any such Underwritten Offering, the
Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s) delivered on or prior to the time of the commencement of such offering. Any Registrable Securities withdrawn from such underwriting shall be
excluded and withdrawn from the registration. 
 (iii) The Company shall have the right to terminate or withdraw any registration initiated
by it under this Section 2(c) at any time in its sole discretion whether or not the Holder has elected to include Registrable Securities in such Registration Statement. The Registration Expenses of such withdrawn registration shall
be borne by the Company in accordance with Section 5 hereof. 

  
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 (iv) The Holder shall have the right to withdraw all or part of its request for inclusion of
its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided, that (i) such request must be made in writing prior to the effectiveness of such Registration Statement
and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, the Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. 

(v) No registration of Registrable Securities effected pursuant to a request under this Section 2(c) be deemed to have been
effected pursuant to Section 2(a) or shall relieve the Company of its obligations under Section 2(a). 

3. Registration and Underwritten Offering Procedures. 

The procedures to be followed by the Company and the Holder electing to sell Registrable Securities in a Registration Statement pursuant to
this Agreement, and the respective rights and obligations of the Company and the Holder, with respect to the preparation, filing and effectiveness of such Registration Statement and the effectuation of any Underwritten Offering, are as follows: 

(a) Demand Registration Holder Comments. 

In connection with a Demand Registration, the Company will, at least three Business Days prior to the anticipated filing of the Registration
Statement and any related Prospectus or any amendment or supplement thereto (other than, after effectiveness of the Registration Statement, any filing made under the Exchange Act that is incorporated by reference into the Registration Statement),
(i) furnish to the Holder copies of all such documents prior to filing, or notice that such filing has been made and the document is available on EDGAR and (ii) use commercially reasonable efforts to address in each such document when so
filed with the Commission such comments relating to itself or its intended manner of distribution (only) as the Holder reasonably shall propose prior to the filing thereof. 

(b) Piggyback Registration and Underwritten Offering Holder Comments. 

In connection with a Piggyback Registration or a Requested Underwritten Offering, the Company will, at least three Business Days prior to the
anticipated filing of any initial Registration Statement that identifies the Holder and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not materially alter the previous disclosure or do
nothing more than name the Holder and provide information with respect thereto), as applicable, (i) furnish to the Holder copies of any such Registration Statement or related Prospectus or amendment or supplement thereto that identify the
Holder and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not materially alter the previous disclosure or do nothing more than name the Holder and provide information with respect
thereto) prior to filing, or notice that such filing has been made and the document is available on EDGAR and (ii) use commercially reasonable efforts to address in each such document when so filed with the Commission such comments relating to
itself or its intended manner of distribution (only) as the Holder reasonably shall propose prior to the filing thereof. 

  
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 (c) Maintain Effectiveness. 

The Company will use commercially reasonable efforts to as promptly as reasonably practicable (i) prepare and file with the Commission
such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary under applicable law to keep such Registration Statement continuously effective
with respect to the disposition of all Registrable Securities covered thereby for its Effectiveness Period and, subject to the limitations contained in this Agreement, prepare and file with the Commission such additional Registration Statements in
order to register for resale under the Securities Act all of the Registrable Securities held by the Holders; (ii) cause the related Prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or
amended to be filed pursuant to Rule 424; and (iii) respond to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably practicable provide the Holder true and
complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holder as a selling stockholder but not any comments that would result in the disclosure to the Holder of material and non-public information concerning the Company. 
 (d) Compliance with Securities Laws. 

The Company will comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the
Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement. 
 (e) Notice. 

The Company will notify the Holder that is included in a Registration Statement as promptly as reasonably practicable: (i)(A) when a
Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement in which the Holder is included has been filed, or notice that such filing has been made and the document is available on EDGAR; (B) when the
Commission notifies the Company whether there will be a “review” of the applicable Registration Statement and whenever the Commission comments in writing on such Registration Statement (in which case the Company shall provide true and
complete copies thereof and all written responses thereto to the Holder that pertains to the Holder as a selling stockholder); and (C) with respect to each applicable Registration Statement or any post-effective amendment thereto, when the same
has been declared effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information that pertains to
the Holder as a seller of Registrable Securities; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any
Proceedings for that purpose; (iv) of the receipt by the Company of any 

  
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notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading
(provided, however, that no notice by the Company shall be required pursuant to this clause (v) in the event that the Company either promptly files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which in either case, contains the requisite information that results in such Registration Statement no
longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading). 

(f) Avoidance of Stop Orders and Suspension of Qualification. 

The Company will use commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order
suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as promptly as reasonably practicable, or
if any such order or suspension is made effective during any Blackout Period or Suspension Period, as promptly as reasonably practicable after such Blackout Period or Suspension Period is over. 

(g) Delivery of Registration Statement. 

During the Effectiveness Period, the Company will furnish to the Holder, without charge, at least one conformed copy of each Registration
Statement and each amendment thereto and all exhibits to the extent requested by the Holder (including those incorporated by reference) promptly after the filing of such documents with the Commission; provided, that the Company will not have
any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system. 
 (h) Delivery
of Prospectus. 
 The Company will promptly deliver to the Holder, without charge, as many copies of each Prospectus or Prospectuses
(including each form of prospectus) authorized by the Company for use and each amendment or supplement thereto as the Holder may reasonably request during the Effectiveness Period; provided, that the Company will not have any obligation to
provide any document pursuant to this clause that is available on the Commission’s EDGAR system. Subject to the terms of this Agreement, including Section 8(b), the Company consents to the use of such Prospectus and each amendment or
supplement thereto by the selling Holder in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. 

  
 12 













 (i) Certificates. 

The Company will cooperate with the Holder to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to a sale under a Registration Statement, which certificates shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the
Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as the Holder may reasonably request in writing. In connection therewith, if
required by the Company’s transfer agent, the Company will promptly, after the Effective Date of the Registration Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained
with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon sale by the
Holder of such Registrable Securities under the Registration Statement. 
 (j) Required Supplements and Amendments. 

Upon the occurrence of any event contemplated by Section 3(e)(v), as promptly as reasonably practicable, the Company will prepare
a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by
reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 
 (k) Duties of
Holders. 
 With respect to Underwritten Offerings, (i) the right of the Holder to include its Registrable Securities in an
Underwritten Offering shall be conditioned upon the Holder’s participation in the process and required delivery of information for such underwriting and the inclusion of the Holder’s Registrable Securities in the underwriting to the extent
provided herein, (ii) the Holder participating in such Underwritten Offering agrees to enter into an underwriting agreement in customary form and sell the Holder’s Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled to select the managing underwriter or managing underwriters hereunder and (iii) the Holder participating in such Underwritten Offering agrees to complete and execute all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with the Holder that, in connection with any Underwritten Offering in accordance with
the terms hereof, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to
procure customary legal opinions, auditor “comfort” letters and reports of independent petroleum engineers of the Company relating to the oil and gas reserves of the Company to be 

  
 13 













 
included in the Registration Statement if the Company has had its reserves prepared, audited or reviewed by an independent petroleum engineer. In the event the Holder seeks to complete an
Underwritten Offering, for a commercially reasonable period prior to the filing of any Registration Statement and throughout the Effectiveness Period, the Company will make available upon commercially reasonable notice at the Company’s
principal place of business or such other commercially reasonable place for inspection during normal business hours by the managing underwriter or managing underwriters selected in accordance with this Section 3(k) such financial and
other information and books and records of the Company, and cause the appropriate officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary (and in the
case of counsel, not violate an attorney client privilege in such counsel’s reasonable belief) to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act. 

(l) Availability of Officers and Employees. 

In connection with any Requested Underwritten Offering, the Company will use commercially reasonable efforts to cause appropriate officers and
employees to be available, on a customary basis and upon commercially reasonable notice, to meet with prospective investors in presentations, meetings and road shows. 

(m) Holder Provision of Information. 

The Holder agrees to furnish to the Company the information required to be contained in any Demand Notice and any other information regarding
the Holder and the distribution of such securities as the Company reasonably determines is required to be included in any Registration Statement or any prospectus or prospectus supplement relating to an Underwritten Offering, and if the Holder does
not do so after prompt written request by the Company, then the Company will not be required to register any shares of Common Stock of the Holder in a Registration Statement. 

(n) Suspension and Postponement. 

Notwithstanding any other provision of this Agreement, the Company shall not be required to file a Registration Statement (or any amendment
thereto) or effect a Requested Underwritten Offering (or, if the Company has filed a Shelf Registration Statement and has included Registrable Securities therein, the Company shall be entitled to suspend the offer and sale of Registrable Securities
pursuant to such Registration Statement) for a period of up to 60 days, (i) if the Board determines that a postponement is in the best interest of the Company and its stockholders generally due to a pending transaction involving the
Company (including a pending securities offering by the Company), (ii) if the Board determines such registration would render the Company unable to comply with applicable securities laws, (iii) if the Board determines such registration
would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, (iv) upon issuance by the Commission of a stop order suspending the effectiveness of any Registration Statement
under Section 8(d) or 8(e) of the Securities Act, (v) if the Company elects at such time to offer Common Stock or other equity securities of the Company to (A) fund a merger, third-party tender offer or other business combination,
acquisition of assets or similar transaction or (B) meet rating agency and other capital 

  
 14 













 
funding requirements, (vi) if the Company is pursuing a primary underwritten offering of Common Stock pursuant to a registration statement, or (vii) if any other material development
would materially and adversely interfere with any such Demand Registration or Shelf Registration (any such period, a “Blackout Period”); provided, however, that in no event shall any Blackout Period
together with any Suspension Period collectively exceed an aggregate of 90 days in any 12-month period. 

4. No Inconsistent Agreements; Additional Rights. The Company shall not hereafter enter into,
and is not currently a party to, any agreement with respect to its securities that is inconsistent in any material respect with the rights granted to the Holder of Registerable Securities by this Agreement. 

5. Registration Expenses. All expenses incident to the Parties’ performance of or
compliance with their respective obligations under this Agreement or otherwise in connection with any Demand Registration, Requested Underwritten Offering or Piggyback Registration (in each case, excluding any Selling Expenses)
(“Registration Expenses”) shall be borne by the Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. Registration Expenses shall include, without limitation, (i) all registration and
filing fees (including fees and expenses (A) with respect to filings required to be made with the Trading Market and (B) in compliance with applicable state securities or “Blue Sky” laws), (ii) printing expenses (including
expenses of printing certificates for Company Securities and of printing Prospectuses if the printing of Prospectuses is reasonably requested by the Holder of Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel, auditors, accountants and independent petroleum engineers for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance,
(vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement and (vii) all expenses relating to marketing the sale of the Registrable Securities,
including expenses related to conducting a “road show.” In addition, the Company shall be responsible for all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including
expenses payable to third parties and including all salaries and expenses of their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of
the Registrable Securities on the Trading Market. 
 6. Indemnification. 

(a) The Company shall indemnify and hold harmless the Holder, its Affiliates and each of their respective officers and directors and any agent
thereof (collectively, “Holder Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, joint or several, costs (including commercially reasonable
costs of preparation and commercially reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil,
criminal, administrative or investigative (collectively, “Claims”), which any Indemnified Person may be involved, or is threatened to be involved, as a 

  
 15 













 
party or otherwise, under the Securities Act or otherwise (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in any Registration Statement under which any Registrable Securities were registered, in any preliminary prospectus or in any summary or final prospectus or free writing prospectus (if such free writing prospectus was
authorized for use by the Company) or in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading; provided, however, that
the Company shall not be liable to any Holder Indemnified Person to the extent that (i) any such Claim arises out of, is based upon or results from an untrue or alleged untrue statement or omission or alleged omission made in such Registration
Statement, such preliminary, summary or final prospectus or free writing prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder Indemnified
Person or any underwriter specifically for use in the preparation thereof, (ii) the Holder Indemnified Person continued to use a Registration Statement or Prospectus after the Company notified such Holder Indemnified Person to cease such use
pursuant to Section 8(b) or (iii) the Company provided a corrected, supplemented or amended Registration Statement or Prospectus pursuant to Section 3(j) but the Holder Indemnified Person continued to use the then outdated or
uncorrected Registration Statement or Prospectus. The Company shall notify the Holder promptly of the institution, threat or assertion of any Claim of which the Company is aware in connection with the transactions contemplated by this Agreement.
This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any indemnified party and shall survive
the transfer of such securities by the Holder. Notwithstanding anything to the contrary herein, this Section 6 shall survive any termination or expiration of this Agreement indefinitely. 

(b) In connection with any Registration Statement in which the Holder participates, the Holder shall, severally and not jointly, indemnify and
hold harmless the Company, its Affiliates and each of their respective officers, directors and any agent thereof to the fullest extent permitted by applicable law, from and against any and all Losses as incurred, arising out of or relating to any
untrue or alleged untrue statement of a material fact contained in any such Registration Statement, in any preliminary prospectus (if used prior to the Effective Date of such Registration Statement), or in any summary or final prospectus or free
writing prospectus or in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading, but only to the extent that the same are made in reliance and in
conformity with information relating to the Holder furnished in writing to the Company by the Holder for use therein. This indemnity shall be in addition to any liability the Holder may otherwise have. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Company or any indemnified party. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the
proceeds received by the Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. 

  
 16 













 (c) Any Person entitled to indemnification hereunder shall (i) give prompt written
notice to the indemnifying party of any Claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such Claim or there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim
with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not
be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties
indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party that are in addition to or may
conflict with those available to another indemnified party with respect to such Claim. Failure to give prompt written notice shall not release the indemnifying party from its obligations hereunder. 

(d) If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to
an indemnified party with respect to any Losses referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such
indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other, in connection with the untrue or alleged untrue
statement of a material fact or the omission to state a material fact that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined
by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by the Holder hereunder exceed the net proceeds from
the offering received by the Holder. 
 7. Facilitation of Sales Pursuant to Rule 144. To the
extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act
referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell Registrable Securities without registration under the
Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of the Holder in connection with that Holder’s sale pursuant to Rule 144, the Company shall deliver to the Holder a written statement as to
whether it has complied with such requirements. 

  
 17 













 8. Miscellaneous. 

(a) Remedies. In the event of a breach by the Company of any of its obligations under this Agreement, the Holder, in addition to being
entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement. 
 (b) Discontinued
Disposition. The Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in clauses (ii) through (v) of Section 3(e) or (i) through (vi) of
Section 3(n), the Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until the Holder’s receipt of the copies of the supplemental Prospectus or amended Registration
Statement as contemplated by Section 3(j) or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings
that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement (a “Suspension Period”). The Company may provide appropriate stop orders to enforce the provisions of this
Section 8(b). 
 (c) Amendments and Waivers. No provision of this Agreement may be waived or amended except in a written
instrument signed by the Company and the Holder. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right. 

(d) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Section 8(d) prior to 5:00 p.m.
Central Time on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Agreement later than 5:00 p.m. Central Time on any date and
earlier than 11:59 p.m. Central Time on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) upon actual receipt by the Party to whom such notice is required to
be given. The address for such notices and communications shall be as follows: 
  

			
	If to the Company:	  	 SilverBow Resources, Inc.
 Attention: Chris
Abundis
 920 Memorial City Way, Suite 850
 Houston, Texas
77024
 Electronic mail: legal.notices@sbow.com



  
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	If to the Holder:	  	 Sierra EF, LP
 c/o Post Oak Energy Capital

34 S. Wynden Dr, Ste 300
 Houston, Texas 77056

Attention: Ryan Walsh
 Email:
walsh@postoakenergy.com


 (e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. Except as provided in this Section 8(e), this Agreement, and any rights or obligations hereunder, may not
be assigned without the prior written consent of the Company and the Holders. Notwithstanding anything in the foregoing to the contrary, the registration rights of the Holder pursuant to this Agreement with respect to all or any portion of its
Registrable Securities may be transferred or assigned without such consent (but only with all related obligations) with respect to such Registrable Securities (and any Registrable Securities issued as a dividend or other distribution with respect
to, in exchange for or in replacement of such Registrable Securities) by the Holder to one or more transferees or assignees of such Registrable Securities; provided (i) the amount of Registrable Securities transferred or assigned
shall represent an Equity Percentage of at least 5%, (ii) such transfer or assignment represents the transfer or assignment of all of the Holder’s Common Stock, (iii) the Company is, within a commercially reasonable time after such
transfer, furnished with written notice of the name and address of such transferee or assignee and the Registrable Securities with respect to which such registration rights are being assigned and (iv) such transferee or assignee agrees in
writing to be bound by and subject to the terms set forth in this Agreement. The Company may not assign its rights or obligations hereunder without the prior written consent of the Holders. 

(f) No Third Party Beneficiaries. Nothing in this Agreement, whether express or implied, shall be construed to give any Person, other
than the parties hereto or their respective successors and permitted assigns, any legal or equitable right, remedy, claim or benefit under or in respect of this Agreement. 

(g) Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid binding obligation
of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by facsimile or electronic mail transmission were the original thereof. 

(h) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York. Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan in the City of New York and the United States District
Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit,
action or proceeding may be served on each Party anywhere in the world by the same methods as are specified for the giving of notices under 

  
 19 













 
this Agreement. Each of the Parties irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. 
 (i) Cumulative Remedies. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law. 
 (j) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way
be affected, impaired or invalidated, and the Parties shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant
or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid,
illegal, void or unenforceable. 
 (k) Entire Agreement. This Agreement constitutes the entire agreement among the Parties with
respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or written. 

(l) Termination. The rights and obligations of the Company and of the Holder under this Agreement, other than those obligations
contained in Section 6, shall terminate with respect to the Company and the Holder on the first date upon which the Holder no longer beneficially owns any Registrable Securities. 

[THIS SPACE LEFT BLANK INTENTIONALLY] 

  
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 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written
above. 
  

			
	SILVERBOW RESOURCES, INC.
		
	By:	 	 /s/ Chris Abundis

	Name:	 	Chris Abundis
	Title:	 	EVP, CFO & GC



  
 [Signature Page to
Registration Rights Agreement] 













 
			
	SIERRA EF, LP
		
	By:	 	 /s/ Scott M. McCarthy

	Name:	 	Scott M. McCarthy
	Title:	 	Chief Executive Officer



  
 [Signature Page to
Registration Rights Agreement]