Executive understands and agrees that this release and covenant not to sue shall apply to any and all claims or liabilities arising out of or relating to Executives employment with the Company and the termination of such employment, including, but not limited to: claims of discrimination based on age, race, color, sex (including sexual harassment), religion, national origin, marital status, parental status, veteran status, union activities, disability or any other grounds under applicable federal, state or local law prior to and including the date of execution of this Waiver and Release, including, but not limited to, claims arising under the Age Discrimination in Employment Act of 1967 , the Americans with Disabilities Act , the Family and Medical Leave Act , Title VII of the Civil Rights Act , the Civil Rights Act of 1991 , 42 U.S.C. 1981 , the Genetic Information Non-Discrimination Act of 2008 , the Employee Retirement Income Security Act of 1974 , the Consolidated Omnibus Budget Reconciliation Act of 1985 , the Rehabilitation Act of 1973 , the Equal Pay Act of 1963 (EPA), all as amended, as well as any claims prior to and including the date of execution of this Waiver and Release, regarding wages; benefits; vacation; sick leave; business expense reimbursements; wrongful termination; breach of the covenant of good faith and fair dealing; intentional or negligent infliction of emotional distress; retaliation; outrage; defamation; invasion of privacy; breach of contract; fraud or negligent misrepresentation; harassment; breach of duty; negligence; discrimination; claims under any employment, contract or tort laws; claims arising under any other federal law, state law, municipal law, local law, or common law; any claims arising out of any employment contract, policy or procedure; and any other claims related to or arising out of his employment or the separation of his employment with the Company prior to and including the date of execution of this Waiver and Release.

Executive understands and agrees that this release and covenant not to sue shall apply to any and all claims or liabilities arising out of or relating to Executives employment with the Company and the termination of such employment , including , but not limited to : claims of discrimination based on age , race , color , sex ( including sexual harassment ) , religion , national origin , marital status , parental status , veteran status , union activities , disability or any other grounds under applicable federal , state or local law prior to and including the date of execution of this Waiver and Release , including , but not limited to , claims arising under the Age Discrimination in Employment Act of 1967 , the Americans with Disabilities Act , the Family and Medical Leave Act , Title VII of the Civil Rights Act , the Civil Rights Act of 1991 , 42 U . S . C . 1981 , the Genetic Information Non-Discrimination Act of 2008 , the Employee Retirement Income Security Act of 1974 , the Consolidated Omnibus Budget Reconciliation Act of 1985 , the Rehabilitation Act of 1973 , the Equal Pay Act of 1963 ( EPA ) , all as amended , as well as any claims prior to and including the date of execution of this Waiver and Release , regarding wages ; benefits ; vacation ; sick leave ; business expense reimbursements ; wrongful termination ; breach of the covenant of good faith and fair dealing ; intentional or negligent infliction of emotional distress ; retaliation ; outrage ; defamation ; invasion of privacy ; breach of contract ; fraud or negligent misrepresentation ; harassment ; breach of duty ; negligence ; discrimination ; claims under any employment , contract or tort laws ; claims arising under any other federal law , state law , municipal law , local law , or common law ; any claims arising out of any employment contract , policy or procedure ; and any other claims related to or arising out of his employment or the separation of his employment with the Company prior to and including the date of execution of this Waiver and Release .


Executive expressly acknowledges that he is voluntarily, irrevocably and unconditionally releasing and forever discharging the Company and its respective present and former parents, subsidiaries, divisions, affiliates, branches, insurers, agencies, and other offices from all rights or claims he has or may have against the Company including, but not limited to, without limitation, all charges, claims of money, demands, rights, and causes of action arising under the Age Discrimination in Employment Act of 1967 , as amended (ADEA), up to and including the date Executive signs this Waiver and Release including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of ADEA. Executive further acknowledges that the consideration given for this waiver of claims under the ADEA is in addition to anything of value to which he was already entitled in the absence of this waiver. Executive further acknowledges: (a)that he has been informed by this writing that he should consult with an attorney prior to executing this Waiver and Release; (b)that he has carefully read and fully understands all of the provisions of this Waiver and Release; (c)he is, through this Waiver and Release, releasing the Company from any and all claims he may have against it; (d)he understands and agrees that this waiver and release does not apply to any claims that may arise under the ADEA after the date he executes this Waiver and Release; (e)he has at least twenty-one (21)days within which to consider this Waiver and Release; and (f)he has seven (7)days following his execution of this Waiver and Release to revoke the Waiver and Release; and (g)this Waiver and Release shall not be effective until the revocation period has expired and Executive has signed and has not revoked the Waiver and Release.

Executive expressly acknowledges that he is voluntarily , irrevocably and unconditionally releasing and forever discharging the Company and its respective present and former parents , subsidiaries , divisions , affiliates , branches , insurers , agencies , and other offices from all rights or claims he has or may have against the Company including , but not limited to , without limitation , all charges , claims of money , demands , rights , and causes of action arising under the Age Discrimination in Employment Act of 1967 , as amended ( ADEA ) , up to and including the date Executive signs this Waiver and Release including , but not limited to , all claims of age discrimination in employment and all claims of retaliation in violation of ADEA . Executive further acknowledges that the consideration given for this waiver of claims under the ADEA is in addition to anything of value to which he was already entitled in the absence of this waiver . Executive further acknowledges : ( a ) that he has been informed by this writing that he should consult with an attorney prior to executing this Waiver and Release ; ( b ) that he has carefully read and fully understands all of the provisions of this Waiver and Release ; ( c ) he is , through this Waiver and Release , releasing the Company from any and all claims he may have against it ; ( d ) he understands and agrees that this waiver and release does not apply to any claims that may arise under the ADEA after the date he executes this Waiver and Release ; ( e ) he has at least twenty-one ( 21 ) days within which to consider this Waiver and Release ; and ( f ) he has seven ( 7 ) days following his execution of this Waiver and Release to revoke the Waiver and Release ; and ( g ) this Waiver and Release shall not be effective until the revocation period has expired and Executive has signed and has not revoked the Waiver and Release .


(i) This agreement to arbitrate and any resulting arbitration award are enforceable under and subject to the Federal Arbitration Act, 9 U.S.C. 1 et seq. (FAA). If the FAA is held not to apply for any reason, then Ohio Revised Code Chapter 271l regarding the enforceability of arbitration agreements and awards will govern this Agreement and the arbitration award.

( i ) This agreement to arbitrate and any resulting arbitration award are enforceable under and subject to the Federal Arbitration Act , 9 U . S . C . 1 et seq . ( FAA ) . If the FAA is held not to apply for any reason , then Ohio Revised Code Chapter 271l regarding the enforceability of arbitration agreements and awards will govern this Agreement and the arbitration award .


3.2Annual Incentive Bonus . For each fiscal year during the Employment Term, beginning with the 2017 fiscal year, Executive will be eligible for an annual bonus (theAnnual Bonus) under the Companys annual bonus program. The Annual Bonus for the 2017 fiscal year will not be prorated. Executives target Annual Bonus will be 130% of the Annual Base Salary (the Target Bonus), Executives threshold Annual Bonus will be 67% of the Annual Base Salary, and Executives maximum Annual Bonus will be 225% of the Annual Base Salary; provided, however, that Executives Annual Bonus for the 2017 fiscal year will be no less than 67% of the Annual Base Salary. Subject to the minimum Annual Bonus set forth in the preceding sentence for the 2017 fiscal year, the actual amount payable in respect of the Annual Bonus for any fiscal year will be determined by the Board in its sole discretion based on the achievement of individual and Company performance goals previously established by the Board after consultation with Executive. The criteria for such performance goals will be established after discussion with Executive by March 31 of the fiscal year to which the Annual Bonus relates (or in the case of the Annual Bonus for 2017, within 30 days of the Effective Date). The Annual Bonus will be paid no later than February 15 in the first quarter of the year following the year to which the Annual Bonus relates, subject to Executives continued employment through the date of payment, except as otherwise provided herein.

3 . 2Annual Incentive Bonus . For each fiscal year during the Employment Term , beginning with the 2017 fiscal year , Executive will be eligible for an annual bonus ( theAnnual Bonus ) under the Companys annual bonus program . The Annual Bonus for the 2017 fiscal year will not be prorated . Executives target Annual Bonus will be 130 % of the Annual Base Salary ( the Target Bonus ) , Executives threshold Annual Bonus will be 67 % of the Annual Base Salary , and Executives maximum Annual Bonus will be 225 % of the Annual Base Salary ; provided , however , that Executives Annual Bonus for the 2017 fiscal year will be no less than 67 % of the Annual Base Salary . Subject to the minimum Annual Bonus set forth in the preceding sentence for the 2017 fiscal year , the actual amount payable in respect of the Annual Bonus for any fiscal year will be determined by the Board in its sole discretion based on the achievement of individual and Company performance goals previously established by the Board after consultation with Executive . The criteria for such performance goals will be established after discussion with Executive by March 31 of the fiscal year to which the Annual Bonus relates ( or in the case of the Annual Bonus for 2017 , within 30 days of the Effective Date ) . The Annual Bonus will be paid no later than February 15 in the first quarter of the year following the year to which the Annual Bonus relates , subject to Executives continued employment through the date of payment , except as otherwise provided herein .


(b)LTIP Annual Award. The LTIP will consist of annual awards (the LTIP Annual Award) of a number of RSUs that vest 25% per year on each of the first four anniversaries of the grant date, subject to Executives continued employment through each applicable vesting date. For each fiscal year beginning with the 2017 fiscal year, Executive will have a target LTIP Annual Award of 135,000 RSUs, with the actual number of RSUs comprising the LTIP Annual Award for any fiscal year to be determined by the Board in its sole discretion based on the achievement of Company performance goals established by the Board after consultation with Executive. The LTIP Annual Award for each fiscal year beginning with the 2017 fiscal year will be granted no later than February 15 in the first quarter of the year following the year to which the LTIP Annual Award relates, subject to continued employment through the date of grant.

( b ) LTIP Annual Award . The LTIP will consist of annual awards ( the LTIP Annual Award ) of a number of RSUs that vest 25 % per year on each of the first four anniversaries of the grant date , subject to Executives continued employment through each applicable vesting date . For each fiscal year beginning with the 2017 fiscal year , Executive will have a target LTIP Annual Award of 135 , 000 RSUs , with the actual number of RSUs comprising the LTIP Annual Award for any fiscal year to be determined by the Board in its sole discretion based on the achievement of Company performance goals established by the Board after consultation with Executive . The LTIP Annual Award for each fiscal year beginning with the 2017 fiscal year will be granted no later than February 15 in the first quarter of the year following the year to which the LTIP Annual Award relates , subject to continued employment through the date of grant .


(d)For purposes of this Agreement, Disability shall mean such physical or mental impairment as would render Executive unable to perform each of the essential duties of Executives position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than twelve (12) months. Notwithstanding the foregoing, with respect to any payment under this Agreement that is triggered upon a Disability and that constitutes non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986 , as amended (the Code) and regulations issued thereunder (collectively, Section 409A), such payment shall not be made until the earliest of: (A) Executives disability within the meaning of Section 409A(a)(2)(C)(i) or (ii) of the Code, (B) the Participant's separation from service within the meaning of Section 409A of the Code and (C) the date such amount would otherwise be made pursuant to the terms of this Agreement.

( d ) For purposes of this Agreement , Disability shall mean such physical or mental impairment as would render Executive unable to perform each of the essential duties of Executives position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than twelve ( 12 ) months . Notwithstanding the foregoing , with respect to any payment under this Agreement that is triggered upon a Disability and that constitutes non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986 , as amended ( the Code ) and regulations issued thereunder ( collectively , Section 409A ) , such payment shall not be made until the earliest of : ( A ) Executives disability within the meaning of Section 409A ( a ) ( 2 ) ( C ) ( i ) or ( ii ) of the Code , ( B ) the Participant ' s separation from service within the meaning of Section 409A of the Code and ( C ) the date such amount would otherwise be made pursuant to the terms of this Agreement .


| EXECUTIVE ---|--- | | | By: | | | Name: Jonathan P. Mehlman | | Date:

| EXECUTIVE - - - | - - - | | | By : | | | Name : Jonathan P . Mehlman | | Date :


This Employment Agreement (Agreement) is made and entered into by and between Swift Energy Company , a Delaware corporation (the Company), and G. Gleeson Van Riet (Employee), effective as of Employees first date of employment with the Company, which is currently expected to be March 20, 2017 (as applicable, the Effective Date).

This Employment Agreement ( Agreement ) is made and entered into by and between Swift Energy Company , a Delaware corporation ( the Company ) , and G . Gleeson Van Riet ( Employee ) , effective as of Employees first date of employment with the Company , which is currently expected to be March 20 , 2017 ( as applicable , the Effective Date ) .


(d) Company Investment; Stock Ownership Requirements. Subject to applicable law, on or before the first anniversary of the Effective Date, Employee agrees to make a total equity investment in the Company in an aggregate amount between $150,000 and $200,000 (the Equity Investment) pursuant to one or more purchases of shares of the Companys common stock on the open market, directly from the Company or under a written plan (a 10b5-1 Plan) entered into with a broker for trading the Companys common stock in a manner that complies with Rule 10b5-1 of the Securities Exchange Act of 1934 , as amended (the Exchange Act ). If Employee makes an open market purchase of shares of the Companys common stock with respect to the Equity Investment, Employee shall use reasonable efforts to comply with the limitations and restrictions set forth in Rule 10b-18(b) promulgated under the Exchange Act in making such purchase. Employee shall be prohibited from selling or otherwise transferring shares of the Companys common stock (including, but not limited to, shares acquired in order to satisfy the equity investment requirement described in the preceding sentence) until Employee owns shares of the Companys common stock with an aggregate value equal to three (3) times Employees Base Salary (as defined below) and once Employee owns shares of the Companys common stock with an aggregate value equal to three (3) times Employees Base Salary, Employee shall also be prohibited from entering into any sale or transfer of the Companys common stock to the extent such sale or transfer would result in Employee ceasing to own shares of the Companys common stock with an aggregate value at least equal to three (3) times Employees Base Salary; provided, however, that the foregoing sale and transfer restrictions shall not apply to any sales of shares intended to satisfy applicable tax withholding obligations due in connection with the exercise, vesting or settlement of equity awards under the Companys Equity Incentive Plan (as defined below) and shall no longer apply upon the earlier to occur of (x) the end of the Employment Period (as defined below) and (y) a Change in Control (as defined in Section 6(i) below). In addition, Employee shall be subject to the provisions of any applicable stock ownership guidelines, policies or procedures adopted by the Company. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right, without Employees consent, to adopt any such stock ownership guidelines, procedures and policies with retroactive effect. For the avoidance of doubt, shares of the Companys common stock (i) held by Employees immediate family, (ii) held in trusts, family limited partnerships or similar vehicles for the benefit of Employee or Employees immediate family and (iii) underlying vested restricted stock units or vested but unexercised in the money stock options, in each case, shall be treated as owned by Employee for purposes of satisfying the requirements set forth in this Section 2(d).

( d ) Company Investment ; Stock Ownership Requirements . Subject to applicable law , on or before the first anniversary of the Effective Date , Employee agrees to make a total equity investment in the Company in an aggregate amount between $ 150 , 000 and $ 200 , 000 ( the Equity Investment ) pursuant to one or more purchases of shares of the Companys common stock on the open market , directly from the Company or under a written plan ( a 10b5-1 Plan ) entered into with a broker for trading the Companys common stock in a manner that complies with Rule 10b5-1 of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) . If Employee makes an open market purchase of shares of the Companys common stock with respect to the Equity Investment , Employee shall use reasonable efforts to comply with the limitations and restrictions set forth in Rule 10b-18 ( b ) promulgated under the Exchange Act in making such purchase . Employee shall be prohibited from selling or otherwise transferring shares of the Companys common stock ( including , but not limited to , shares acquired in order to satisfy the equity investment requirement described in the preceding sentence ) until Employee owns shares of the Companys common stock with an aggregate value equal to three ( 3 ) times Employees Base Salary ( as defined below ) and once Employee owns shares of the Companys common stock with an aggregate value equal to three ( 3 ) times Employees Base Salary , Employee shall also be prohibited from entering into any sale or transfer of the Companys common stock to the extent such sale or transfer would result in Employee ceasing to own shares of the Companys common stock with an aggregate value at least equal to three ( 3 ) times Employees Base Salary ; provided , however , that the foregoing sale and transfer restrictions shall not apply to any sales of shares intended to satisfy applicable tax withholding obligations due in connection with the exercise , vesting or settlement of equity awards under the Companys Equity Incentive Plan ( as defined below ) and shall no longer apply upon the earlier to occur of ( x ) the end of the Employment Period ( as defined below ) and ( y ) a Change in Control ( as defined in Section 6 ( i ) below ) . In addition , Employee shall be subject to the provisions of any applicable stock ownership guidelines , policies or procedures adopted by the Company . Notwithstanding any provision of this Agreement to the contrary , the Company reserves the right , without Employees consent , to adopt any such stock ownership guidelines , procedures and policies with retroactive effect . For the avoidance of doubt , shares of the Companys common stock ( i ) held by Employees immediate family , ( ii ) held in trusts , family limited partnerships or similar vehicles for the benefit of Employee or Employees immediate family and ( iii ) underlying vested restricted stock units or vested but unexercised in the money stock options , in each case , shall be treated as owned by Employee for purposes of satisfying the requirements set forth in this Section 2 ( d ) .


(a) Base Salary. During the Employment Period, the Company shall pay to Employee an annualized base salary of $370,000 (the Base Salary) in consideration for Employees services under this Agreement, payable in substantially equal installments in conformity with the Companys customary payroll practices for other senior executives as may exist from time to time, but no less frequently than monthly. The Base Salary shall be reviewed by the Board in accordance with the Companys policies and practices, but no less frequently than once annually, and may be increased but not decreased unless such decrease is agreed to in writing by Employee. To the extent applicable, the term Base Salary shall include any such increases (or decreases agreed to in writing by Employee) to the Base Salary enumerated above.

( a ) Base Salary . During the Employment Period , the Company shall pay to Employee an annualized base salary of $ 370 , 000 ( the Base Salary ) in consideration for Employees services under this Agreement , payable in substantially equal installments in conformity with the Companys customary payroll practices for other senior executives as may exist from time to time , but no less frequently than monthly . The Base Salary shall be reviewed by the Board in accordance with the Companys policies and practices , but no less frequently than once annually , and may be increased but not decreased unless such decrease is agreed to in writing by Employee . To the extent applicable , the term Base Salary shall include any such increases ( or decreases agreed to in writing by Employee ) to the Base Salary enumerated above .


(d) Inducement Awards. In consideration of Employee entering into this Agreement and as an inducement to join the Company, on or as soon as reasonably practicable following the Effective Date, the Company shall grant Employee, under the Swift Energy Company Inducement Plan (the Inducement Plan), the following:

( d ) Inducement Awards . In consideration of Employee entering into this Agreement and as an inducement to join the Company , on or as soon as reasonably practicable following the Effective Date , the Company shall grant Employee , under the Swift Energy Company Inducement Plan ( the Inducement Plan ) , the following :


(i) a one-time award of the right and option (the Option) to purchase all or any part of an aggregate number of shares of the common stock of the Company (the Common Stock) equal to 0.45% of the shares of Common Stock outstanding on the applicable date of grant, at an exercise price per share of Common Stock equal to the fair market value of a share of Common Stock on the applicable date of grant. The Option shall vest in three substantially equal annual installments on the third, fourth and fifth anniversary of the applicable date of grant; provided that Employee has remained continuously employed by the Company between the date of grant and each such anniversary date, as applicable. Notwithstanding the foregoing, on or following the date of a Change in Control, the outstanding unvested portion of the Option (or, if applicable, any award(s) granted in substitution for the Option by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employees employment during the Protection Period (as defined below) by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c) or (ii) the first anniversary of such Change in Control. The Option shall cease to be exercisable on the tenth anniversary of the applicable date of grant (the Expiration Date). For purposes of this Agreement, Protection Period is the period of time during the Employment Period beginning on the date of a Change in Control and ending on the first anniversary of the date of such Change in Control.

( i ) a one-time award of the right and option ( the Option ) to purchase all or any part of an aggregate number of shares of the common stock of the Company ( the Common Stock ) equal to 0 . 45 % of the shares of Common Stock outstanding on the applicable date of grant , at an exercise price per share of Common Stock equal to the fair market value of a share of Common Stock on the applicable date of grant . The Option shall vest in three substantially equal annual installments on the third , fourth and fifth anniversary of the applicable date of grant ; provided that Employee has remained continuously employed by the Company between the date of grant and each such anniversary date , as applicable . Notwithstanding the foregoing , on or following the date of a Change in Control , the outstanding unvested portion of the Option ( or , if applicable , any award ( s ) granted in substitution for the Option by an acquiror or successor to the Company in connection with a Change in Control ) shall vest in full upon the earlier to occur of ( i ) the termination of Employees employment during the Protection Period ( as defined below ) by the Company without Cause pursuant to Section 5 ( b ) or by Employee for Good Reason pursuant to Section 5 ( c ) or ( ii ) the first anniversary of such Change in Control . The Option shall cease to be exercisable on the tenth anniversary of the applicable date of grant ( the Expiration Date ) . For purposes of this Agreement , Protection Period is the period of time during the Employment Period beginning on the date of a Change in Control and ending on the first anniversary of the date of such Change in Control .


(e) Annual Equity Award. Employee shall be eligible to receive an annual equity award under the Equity Incentive Plan for each complete calendar year that Employee is employed by the Company hereunder (the Annual Equity Award). The Annual Equity Award shall have an aggregate target value, determined as of the applicable date(s) of grant, of approximately 100% of Employees Base Salary as in effect on date of grant for such Annual Equity Award (the Award Year). The amount and type(s) of equity award shall be determined by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the one-half of the Annual Equity Award shall consist of restricted stock units subject to time-based vesting (the Time RSUs) and one-half of the Annual Equity Award shall consist of restricted stock units subject to performance-based vesting (the Performance RSUs). The terms and conditions (including vesting) applicable to the Annual Equity Award shall be determined by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the Time RSUs shall vest in three substantially equal annual installments on the first, second and third anniversary of the applicable date of grant and the Performance RSUs shall cliff vest in full on the third anniversary of the applicable date of grant, subject to satisfaction of applicable performance condition(s) established by the Board (or a committee thereof), in its sole discretion, and communicated to Employee on such date of grant and set forth in the applicable award agreement. Notwithstanding the foregoing, Employee shall receive an Annual Equity Award for calendar year 2017 (the 2017 Guaranteed Annual Equity Award), which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with an aggregate value equal to approximately 25% of Employees Base Salary and (ii) Performance RSUs with an aggregate target value equal to approximately 25% of Employees Base Salary. In addition, Employee shall be eligible to receive an Annual Equity Award for the calendar year 2017 (the 2017 Performance Annual Equity Award) based on the achievement of performance targets established by the Board (or a committee

( e ) Annual Equity Award . Employee shall be eligible to receive an annual equity award under the Equity Incentive Plan for each complete calendar year that Employee is employed by the Company hereunder ( the Annual Equity Award ) . The Annual Equity Award shall have an aggregate target value , determined as of the applicable date ( s ) of grant , of approximately 100 % of Employees Base Salary as in effect on date of grant for such Annual Equity Award ( the Award Year ) . The amount and type ( s ) of equity award shall be determined by the Board ( or a committee thereof ) annually , in its sole discretion , but it is anticipated that the one-half of the Annual Equity Award shall consist of restricted stock units subject to time-based vesting ( the Time RSUs ) and one-half of the Annual Equity Award shall consist of restricted stock units subject to performance-based vesting ( the Performance RSUs ) . The terms and conditions ( including vesting ) applicable to the Annual Equity Award shall be determined by the Board ( or a committee thereof ) annually , in its sole discretion , but it is anticipated that the Time RSUs shall vest in three substantially equal annual installments on the first , second and third anniversary of the applicable date of grant and the Performance RSUs shall cliff vest in full on the third anniversary of the applicable date of grant , subject to satisfaction of applicable performance condition ( s ) established by the Board ( or a committee thereof ) , in its sole discretion , and communicated to Employee on such date of grant and set forth in the applicable award agreement . Notwithstanding the foregoing , Employee shall receive an Annual Equity Award for calendar year 2017 ( the 2017 Guaranteed Annual Equity Award ) , which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant , that shall consist of ( i ) Time RSUs with an aggregate value equal to approximately 25 % of Employees Base Salary and ( ii ) Performance RSUs with an aggregate target value equal to approximately 25 % of Employees Base Salary . In addition , Employee shall be eligible to receive an Annual Equity Award for the calendar year 2017 ( the 2017 Performance Annual Equity Award ) based on the achievement of performance targets established by the Board ( or a committee


(d) Acceleration of Unvested Equity Awards. Subject to Section 6(g) below, if Employees employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employees death or Disability pursuant to Section 5(d), (x) all outstanding unvested time-based equity awards under the Inducement Plan or Equity Incentive Plan, in each case, granted to Employee prior to the Termination Date shall immediately become vested as of the Termination Date as to a portion of each award that would have otherwise vested on or before the first anniversary of the Termination Date if Employee remained continuously employed by the Company (with any outstanding stock options remaining exercisable, without regard to such termination of employment, for 60 days following the Termination Date) and (y) all outstanding unvested performance-based equity awards, including awards intended to qualify for the performance-based compensation exemption from Section 162(m) of the Internal Revenue Code of 1986 , as amended (the Code), under the Inducement Plan or Equity Incentive Plan, in each case, granted to Employee prior to the Termination Date shall immediately become vested as of the Termination Date as to a pro rata (based on the portion of the performance period elapsed through the Termination Date) portion of each award, subject to the satisfaction of the performance conditions set forth in the applicable award and based on the actual level of achievement through the Termination Date.

( d ) Acceleration of Unvested Equity Awards . Subject to Section 6 ( g ) below , if Employees employment is terminated during the Employment Period ( i ) by the Company without Cause pursuant to Section 5 ( b ) , ( ii ) by Employee for Good Reason pursuant to Section 5 ( c ) or ( iii ) due to Employees death or Disability pursuant to Section 5 ( d ) , ( x ) all outstanding unvested time-based equity awards under the Inducement Plan or Equity Incentive Plan , in each case , granted to Employee prior to the Termination Date shall immediately become vested as of the Termination Date as to a portion of each award that would have otherwise vested on or before the first anniversary of the Termination Date if Employee remained continuously employed by the Company ( with any outstanding stock options remaining exercisable , without regard to such termination of employment , for 60 days following the Termination Date ) and ( y ) all outstanding unvested performance-based equity awards , including awards intended to qualify for the performance-based compensation exemption from Section 162 ( m ) of the Internal Revenue Code of 1986 , as amended ( the Code ) , under the Inducement Plan or Equity Incentive Plan , in each case , granted to Employee prior to the Termination Date shall immediately become vested as of the Termination Date as to a pro rata ( based on the portion of the performance period elapsed through the Termination Date ) portion of each award , subject to the satisfaction of the performance conditions set forth in the applicable award and based on the actual level of achievement through the Termination Date .


(iii) Market Area shall mean those counties in the State of Texas that are known be part of the Eagle Ford Shale Play including, but not limited to, Atascosa, Austin, Bastrop, Bee, Brazos, Burleson, DeWitt, Dimmit, Duval, Fayette, Frio, Goliad, Gonzales, Grimes, Jim Wells, Karnes , LaSalle, Lavaca, Lee, Live Oak, Maverick, McMullen, Victoria, Washington, Webb, Wilson and Zavala counties, and any additional areas in which the Company expands its operations or creates plans to expand its operations with such areas added to Exhibit B (Additional Market Area) hereof from time to time and provided to Employee.

( iii ) Market Area shall mean those counties in the State of Texas that are known be part of the Eagle Ford Shale Play including , but not limited to , Atascosa , Austin , Bastrop , Bee , Brazos , Burleson , DeWitt , Dimmit , Duval , Fayette , Frio , Goliad , Gonzales , Grimes , Jim Wells , Karnes , LaSalle , Lavaca , Lee , Live Oak , Maverick , McMullen , Victoria , Washington , Webb , Wilson and Zavala counties , and any additional areas in which the Company expands its operations or creates plans to expand its operations with such areas added to Exhibit B ( Additional Market Area ) hereof from time to time and provided to Employee .


(a) Subject to Section 10(b), any dispute, controversy or claim between Employee and the Company arising out of or relating to this Agreement or Employees employment with the Company shall be finally settled by arbitration in Harris County, Texas before, and in accordance with the then-existing American Arbitration Association (AAA) Employment Arbitration Rules . The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 10 shall be heard by a single arbitrator (the Arbitrator) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously (and, if practicable, within ninety (90) days after the selection of the Arbitrator) hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the dispute before him or her (and each party shall provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction; provided, however, that the parties agree that the Arbitrator and any court enforcing the award of the Arbitrator shall not have the right or authority to award punitive or exemplary damages to any disputing party. The party whom the Arbitrator determines is the prevailing party in such arbitration shall be eligible to receive, at the discretion of the Arbitrator, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment.

( a ) Subject to Section 10 ( b ) , any dispute , controversy or claim between Employee and the Company arising out of or relating to this Agreement or Employees employment with the Company shall be finally settled by arbitration in Harris County , Texas before , and in accordance with the then-existing American Arbitration Association ( AAA ) Employment Arbitration Rules . The arbitration award shall be final and binding on both parties . Any arbitration conducted under this Section 10 shall be heard by a single arbitrator ( the Arbitrator ) selected in accordance with the then-applicable rules of the AAA . The Arbitrator shall expeditiously ( and , if practicable , within ninety ( 90 ) days after the selection of the Arbitrator ) hear and decide all matters concerning the dispute . Except as expressly provided to the contrary in this Agreement , the Arbitrator shall have the power to ( i ) gather such materials , information , testimony and evidence as the Arbitrator deems relevant to the dispute before him or her ( and each party shall provide such materials , information , testimony and evidence requested by the Arbitrator ) , and ( ii ) grant injunctive relief and enforce specific performance . The decision of the Arbitrator shall be reasoned , rendered in writing , be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction ; provided , however , that the parties agree that the Arbitrator and any court enforcing the award of the Arbitrator shall not have the right or authority to award punitive or exemplary damages to any disputing party . The party whom the Arbitrator determines is the prevailing party in such arbitration shall be eligible to receive , at the discretion of the Arbitrator , in addition to any other award pursuant to such arbitration or associated judgment , reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment .


Swift Energy Company c/o Christopher M. Abundis, Vice President, General Counsel and Secretary 575 North Dairy Ashford Suite 1200 Houston, Texas 77079 Email: chris.abundis@swiftenergy.com

Swift Energy Company c / o Christopher M . Abundis , Vice President , General Counsel and Secretary 575 North Dairy Ashford Suite 1200 Houston , Texas 77079 Email : chris . abundis @ swiftenergy . com


/s/ G. Gleeson Van Riet


This General Release of Claims (this Agreement) is entered into by G. Gleeson Van Riet (Employee) and is that certain Release referred to in Section 6(g) of the Employment Agreement effective as of Employees first date of employment with the Company (as defined herein), by and between Swift Energy Company , a Delaware corporation (the Company), and Employee. Capitalized terms not defined herein have the meaning given to them in the Employment Agreement .

This General Release of Claims ( this Agreement ) is entered into by G . Gleeson Van Riet ( Employee ) and is that certain Release referred to in Section 6 ( g ) of the Employment Agreement effective as of Employees first date of employment with the Company ( as defined herein ) , by and between Swift Energy Company , a Delaware corporation ( the Company ) , and Employee . Capitalized terms not defined herein have the meaning given to them in the Employment Agreement .


1. Severance Consideration. Employee acknowledges and agrees that the last day of Employees employment with the Company was ___________, 2___ (the Separation Date). If (a) Employee executes this Agreement on or after the Separation Date and returns it to the Company, care of [NAME] [ADDRESS] [E-MAIL] so that it is received by [NAME] no later than 11:59 p.m., Houston, Texas time on [DATE], (b) does not exercise his revocation rights pursuant to Section 11 below, and (c) abides by Employees continuing obligations under the Employment Agreement (including the terms of Sections 8, 9, and 11 thereof), then the Company will provide Employee the Severance Consideration, which Severance Consideration will be provided as set forth Section 6 of the Employment Agreement .

1 . Severance Consideration . Employee acknowledges and agrees that the last day of Employees employment with the Company was ___________ , 2___ ( the Separation Date ) . If ( a ) Employee executes this Agreement on or after the Separation Date and returns it to the Company , care of [ NAME ] [ ADDRESS ] [ E-MAIL ] so that it is received by [ NAME ] no later than 11 : 59 p . m . , Houston , Texas time on [ DATE ] , ( b ) does not exercise his revocation rights pursuant to Section 11 below , and ( c ) abides by Employees continuing obligations under the Employment Agreement ( including the terms of Sections 8 , 9 , and 11 thereof ) , then the Company will provide Employee the Severance Consideration , which Severance Consideration will be provided as set forth Section 6 of the Employment Agreement .


capacities (collectively, the Company Parties), from liability for, and Employee hereby waives, any and all claims, damages, or causes of action of any kind related to Employees employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring or existing on or prior to the Signing Date, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967 , as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964 , as amended, the Civil Rights Act of 1991 , as amended, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended; and the Americans with Disabilities Act of 1990 , as amended, the Texas Labor Code (including the Texas Payday Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act) as amended; (B) the Employee Retirement Income Security Act of 1974 , as amended (ERISA); (C) the Immigration Reform Control Act, as amended; (D) the Occupational Safety and Health Act, as amended; (E) the Family and Medical Leave Act of 1993 ; (F) any federal, state or local wage and hour law; (G) any other local, state or federal law, regulation or ordinance; or (H) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits or claims Employee may have under any retention, change in control, bonus or severance plan or policy of any Company Party or any retention, change in control, bonus or severance- related agreement that Employee may have or have had with any Company Party other than the rights to the Severance Consideration described herein; (iv) any and all rights, benefits or claims Employee may have under any employment contract (including the Employment Agreement ), equity-based compensation plan or arrangement, incentive compensation plan, limited liability company agreements, and any other agreement; and (v) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the Released Claims). In no event shall the Released Claims include (x) any claim that first arises after the Signing Date or (y) any claim to vested benefits under an employee benefit plan governed by ERISA. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration received by him pursuant to Section 2, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

capacities ( collectively , the Company Parties ) , from liability for , and Employee hereby waives , any and all claims , damages , or causes of action of any kind related to Employees employment with any Company Party , the termination of such employment , and any other acts or omissions related to any matter occurring or existing on or prior to the Signing Date , including ( i ) any alleged violation through such date of : ( A ) any federal , state or local anti-discrimination or anti-retaliation law , including the Age Discrimination in Employment Act of 1967 , as amended ( including as amended by the Older Workers Benefit Protection Act ) , Title VII of the Civil Rights Act of 1964 , as amended , the Civil Rights Act of 1991 , as amended , and Sections 1981 through 1988 of Title 42 of the United States Code , as amended ; and the Americans with Disabilities Act of 1990 , as amended , the Texas Labor Code ( including the Texas Payday Law the Texas Anti-Retaliation Act , Chapter 21 of the Texas Labor Code , and the Texas Whistleblower Act ) as amended ; ( B ) the Employee Retirement Income Security Act of 1974 , as amended ( ERISA ) ; ( C ) the Immigration Reform Control Act , as amended ; ( D ) the Occupational Safety and Health Act , as amended ; ( E ) the Family and Medical Leave Act of 1993 ; ( F ) any federal , state or local wage and hour law ; ( G ) any other local , state or federal law , regulation or ordinance ; or ( H ) any public policy , contract , tort , or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind ; ( ii ) any allegation for costs , fees , or other expenses including attorneys fees incurred in , or with respect to , a Released Claim ; ( iii ) any and all rights , benefits or claims Employee may have under any retention , change in control , bonus or severance plan or policy of any Company Party or any retention , change in control , bonus or severance - related agreement that Employee may have or have had with any Company Party other than the rights to the Severance Consideration described herein ; ( iv ) any and all rights , benefits or claims Employee may have under any employment contract ( including the Employment Agreement ) , equity-based compensation plan or arrangement , incentive compensation plan , limited liability company agreements , and any other agreement ; and ( v ) any claim for compensation or benefits of any kind not expressly set forth in this Agreement ( collectively , the Released Claims ) . In no event shall the Released Claims include ( x ) any claim that first arises after the Signing Date or ( y ) any claim to vested benefits under an employee benefit plan governed by ERISA . This Agreement is not intended to indicate that any such claims exist or that , if they do exist , they are meritorious . Rather , Employee is simply agreeing that , in exchange for the consideration received by him pursuant to Section 2 , any and all potential claims of this nature that Employee may have against the Company Parties , regardless of whether they actually exist , are expressly settled , compromised and waived . THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE ( WHETHER GROSS OR SIMPLE ) OR OTHER FAULT , INCLUDING STRICT LIABILITY , OF ANY OF THE COMPANY PARTIES .


7. Severability. Any term or provision of this Agreement (or part thereof) that renders such term or provision (or part thereof) or any other term or provision hereof (or part thereof) invalid or unenforceable in any respect shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term or provision (or part thereof) invalid or unenforceable, and such modification or severance shall be accomplished in the manner that most nearly preserves the benefit of the bargain set forth in the Employment Agreement and hereunder.

7 . Severability . Any term or provision of this Agreement ( or part thereof ) that renders such term or provision ( or part thereof ) or any other term or provision hereof ( or part thereof ) invalid or unenforceable in any respect shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term or provision ( or part thereof ) invalid or unenforceable , and such modification or severance shall be accomplished in the manner that most nearly preserves the benefit of the bargain set forth in the Employment Agreement and hereunder .


12. Employment Agreement . This Agreement shall be subject to the provisions of Sections 13, 14, 15 and 19 of the Employment Agreement , which provisions are hereby incorporated by reference as a part of this Agreement.

12 . Employment Agreement . This Agreement shall be subject to the provisions of Sections 13 , 14 , 15 and 19 of the Employment Agreement , which provisions are hereby incorporated by reference as a part of this Agreement .


3. Duties and Responsibilities. Executive shall serve as Chief Executive Officer of the Company and shall have such normal and customary duties and responsibilities commensurate with the position. Executive shall report directly to the Companys Board of Directors (the Board). Executive shall devote his best efforts and all of his business time and attention to the business and affairs of the Company and shall diligently, faithfully and competently perform his duties and responsibilities hereunder; provided however that the foregoing shall not preclude Executive from engaging in charitable and community affairs and managing his personal investments to the extent they do not unreasonably interfere with his duties and obligations hereunder.

3 . Duties and Responsibilities . Executive shall serve as Chief Executive Officer of the Company and shall have such normal and customary duties and responsibilities commensurate with the position . Executive shall report directly to the Companys Board of Directors ( the Board ) . Executive shall devote his best efforts and all of his business time and attention to the business and affairs of the Company and shall diligently , faithfully and competently perform his duties and responsibilities hereunder ; provided however that the foregoing shall not preclude Executive from engaging in charitable and community affairs and managing his personal investments to the extent they do not unreasonably interfere with his duties and obligations hereunder .


(a) Base Salary. The Company or its Hong Kong-based subsidiary, as applicable, will pay Executive an annual base salary (Base Salary) of Three Hundred and Twenty Thousand Dollars ( US$320,000 ), payable in substantially equal monthly or more frequent installments in accordance with the Companys or the Hong Kong-based subsidiarys, as applicable, normal and customary payroll practices. The Board or the Compensation Committee of the Board (the Committee) may review and further adjust Executives Base Salary from time to time in its sole and absolute discretion, provided that, prior to the first anniversary of the Effective Date, the Company may not decrease Executives Base Salary below the amount set forth in this section. Any such increased Base Salary shall be and become the Base Salary for purposes of this Agreement.

( a ) Base Salary . The Company or its Hong Kong-based subsidiary , as applicable , will pay Executive an annual base salary ( Base Salary ) of Three Hundred and Twenty Thousand Dollars ( US $ 320 , 000 ) , payable in substantially equal monthly or more frequent installments in accordance with the Companys or the Hong Kong-based subsidiarys , as applicable , normal and customary payroll practices . The Board or the Compensation Committee of the Board ( the Committee ) may review and further adjust Executives Base Salary from time to time in its sole and absolute discretion , provided that , prior to the first anniversary of the Effective Date , the Company may not decrease Executives Base Salary below the amount set forth in this section . Any such increased Base Salary shall be and become the Base Salary for purposes of this Agreement .


(D) continuation of applicable medical, dental and life insurance benefits (based on the coverage in effect for Executive and his dependents at the time of such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company), from the date of termination or resignation until the earlier to occur of (1) one year from the date of termination or (2) the date Executive becomes eligible for comparable benefits provided by a third party (in either case, the Continuation Period); provided, however, that the continuation of such benefits shall be subject to the respective terms of the applicable plan, as in effect from time to time, if applicable the provisions under the Consolidated Omnibus Budget Reconciliation Act of 1986 , as amended (COBRA), and the timely payment by Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. Notwithstanding the previous sentence, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his and his covered dependents group health coverage in effect on the Date of Termination (which amount shall be based on the premium for the first month of COBRA coverage), less the amount the Executive would have had to pay to receive group health coverage for himself and his covered dependents based on the cost sharing levels in effect on the Date of Termination, which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence in the month following the later of the: (i) month in which the Date of Termination occurs; or (ii) month such determination is made, and shall end on the earlier of (x) the date upon which Executive obtains other employment or (y) the last day of the 12th calendar month following the month in which the Date of Termination occurs. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986 , as amended (the Code), the Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Companys practice, but in no event later than the last day of the calendar year next following the calendar year in which such expenses are incurred.

( D ) continuation of applicable medical , dental and life insurance benefits ( based on the coverage in effect for Executive and his dependents at the time of such termination or resignation , but excluding any supplemental medical expense reimbursement insurance provided by the Company ) , from the date of termination or resignation until the earlier to occur of ( 1 ) one year from the date of termination or ( 2 ) the date Executive becomes eligible for comparable benefits provided by a third party ( in either case , the Continuation Period ) ; provided , however , that the continuation of such benefits shall be subject to the respective terms of the applicable plan , as in effect from time to time , if applicable the provisions under the Consolidated Omnibus Budget Reconciliation Act of 1986 , as amended ( COBRA ) , and the timely payment by Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period . Notwithstanding the previous sentence , if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law ( including , without limitation , Section 2716 of the Public Health Service Act ) , the Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his and his covered dependents group health coverage in effect on the Date of Termination ( which amount shall be based on the premium for the first month of COBRA coverage ) , less the amount the Executive would have had to pay to receive group health coverage for himself and his covered dependents based on the cost sharing levels in effect on the Date of Termination , which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence in the month following the later of the : ( i ) month in which the Date of Termination occurs ; or ( ii ) month such determination is made , and shall end on the earlier of ( x ) the date upon which Executive obtains other employment or ( y ) the last day of the 12th calendar month following the month in which the Date of Termination occurs . To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986 , as amended ( the Code ) , the Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Companys practice , but in no event later than the last day of the calendar year next following the calendar year in which such expenses are incurred .


I agree that I am voluntarily executing this Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, as amended by the Older Workers Benefit Protection Act of 1990 , and that the consideration given for this Release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (a) my waiver and release specified in this paragraph does not apply to any rights or claims that may arise after the date I sign this Release; (b) I have been advised to consult with an attorney prior to signing this Release; (c) I have at least twenty-one (21) days from the date that I receive this Release (although I may choose to sign it any time on or after the Separation Date) to consider the release; (d) I have seven (7) calendar days after I sign this Release to revoke it (Revocation Period) by sending my revocation to _________ in writing at ______________; fax _______; and (e) this Release will not be effective until I have signed it and returned it to ________ and the Revocation Period has expired.

I agree that I am voluntarily executing this Release . I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA , as amended by the Older Workers Benefit Protection Act of 1990 , and that the consideration given for this Release is in addition to anything of value to which I was already entitled . I further acknowledge that I have been advised by this writing , as required by the ADEA , that : ( a ) my waiver and release specified in this paragraph does not apply to any rights or claims that may arise after the date I sign this Release ; ( b ) I have been advised to consult with an attorney prior to signing this Release ; ( c ) I have at least twenty-one ( 21 ) days from the date that I receive this Release ( although I may choose to sign it any time on or after the Separation Date ) to consider the release ; ( d ) I have seven ( 7 ) calendar days after I sign this Release to revoke it ( Revocation Period ) by sending my revocation to _________ in writing at ______________ ; fax _______ ; and ( e ) this Release will not be effective until I have signed it and returned it to ________ and the Revocation Period has expired .


This Employment Agreement (the Agreement), entered into on February17, 2017 , with employment effective as of March13, 2017 (the Effective Date), is made by and between Mark Howell (the Executive)and ProPetro Holding Corp. , a Texas corporation (together with any of its subsidiaries and Affiliates as may employ the Executive from time to time, and any successor(s)thereto, the Company).

This Employment Agreement ( the Agreement ) , entered into on February17 , 2017 , with employment effective as of March13 , 2017 ( the Effective Date ) , is made by and between Mark Howell ( the Executive ) and ProPetro Holding Corp . , a Texas corporation ( together with any of its subsidiaries and Affiliates as may employ the Executive from time to time , and any successor ( s ) thereto , the Company ) .


(g) Code shall mean the Internal Revenue Code of 1986 , as amended.

( g ) Code shall mean the Internal Revenue Code of 1986 , as amended .


1706 Midkiff, Building B


Energy Capital Partners, LLC 11943 El Camino Real, Suite220 San Diego , California 92130 Attention: Chris Leininger Facsimile: (858)703-4401

Energy Capital Partners , LLC 11943 El Camino Real , Suite220 San Diego , California 92130 Attention : Chris Leininger Facsimile : ( 858 ) 703-4401


Signature Page to the Employment Agreement


THIS EMPLOYMENT AGREEMENT (Agreement) shall be effective as of the 1st day of February, 2017 by and between VICTOR H. MENA (Employee) and NEVADA GOLD & CASINOS, INC., a Nevada corporation (Employer or the Company).

THIS EMPLOYMENT AGREEMENT ( Agreement ) shall be effective as of the 1st day of February , 2017 by and between VICTOR H . MENA ( Employee ) and NEVADA GOLD & amp ; CASINOS , INC . , a Nevada corporation ( Employer or the Company ) .


8. GOVERNING LAW AND VENUE . This Agreement herein shall be construed, regulated and administered under the laws of the State of Washington and of the United States of America. Any lawsuit or other civil action brought arising from or related to Employees employment with Employer or this Agreement shall be brought and maintained in a state or federal court in the State of Washington .

8 . GOVERNING LAW AND VENUE . This Agreement herein shall be construed , regulated and administered under the laws of the State of Washington and of the United States of America . Any lawsuit or other civil action brought arising from or related to Employees employment with Employer or this Agreement shall be brought and maintained in a state or federal court in the State of Washington .


a. Base Salary. In consideration for all services rendered by Executive during the term of this Agreement, Employer shall pay Executive an annual base salary (before all customary and proper payroll deductions) of $225,000 as adjusted from time to time (Base Salary). The Board of Directors of the Employer shall review Executives salary each year, in a manner consistent with that used for all management employees of the Employer, and in its sole discretion may adjust such salary commensurate with the Executives performance under this Agreement.

a . Base Salary . In consideration for all services rendered by Executive during the term of this Agreement , Employer shall pay Executive an annual base salary ( before all customary and proper payroll deductions ) of $ 225 , 000 as adjusted from time to time ( Base Salary ) . The Board of Directors of the Employer shall review Executives salary each year , in a manner consistent with that used for all management employees of the Employer , and in its sole discretion may adjust such salary commensurate with the Executives performance under this Agreement .


b. Profit Sharing Plan. Under the Employers Profit Sharing Plan, Executive shall be eligible to receive an annual profit share (Profit Share) based on performance as defined by the Board of Directors. Executive will be classified in the Executive Vice President tier under the Plans Responsibility Factors. If Employer is required to prepare an accounting restatement due to material noncompliance of the

b . Profit Sharing Plan . Under the Employers Profit Sharing Plan , Executive shall be eligible to receive an annual profit share ( Profit Share ) based on performance as defined by the Board of Directors . Executive will be classified in the Executive Vice President tier under the Plans Responsibility Factors . If Employer is required to prepare an accounting restatement due to material noncompliance of the


f. Expenses. Employer shall reimburse Executive for his reasonable expenses (including, without limitation, travel, entertainment, and similar expenses) incurred in performing and promoting the business of Employer. Executive shall present from time to time itemized accounts and receipts of any such expenses as required by Employer, subject to any limits of company policy and the rules and regulations of the Internal Revenue Service, including the Internal Revenue Code , (referred to throughout this Agreement as IRC or the Code).

f . Expenses . Employer shall reimburse Executive for his reasonable expenses ( including , without limitation , travel , entertainment , and similar expenses ) incurred in performing and promoting the business of Employer . Executive shall present from time to time itemized accounts and receipts of any such expenses as required by Employer , subject to any limits of company policy and the rules and regulations of the Internal Revenue Service , including the Internal Revenue Code , ( referred to throughout this Agreement as IRC or the Code ) .


(I) Benefits Continuation. In addition, Executive shall be entitled to health and dental insurance benefits for a period of twelve (12) months following the termination of this Agreement. These benefits will be provided at Employers expense, but such period shall count towards the Employers continuation of coverage obligation under Section 4980B of the Internal Revenue Code (commonly referred to as COBRA).

( I ) Benefits Continuation . In addition , Executive shall be entitled to health and dental insurance benefits for a period of twelve ( 12 ) months following the termination of this Agreement . These benefits will be provided at Employers expense , but such period shall count towards the Employers continuation of coverage obligation under Section 4980B of the Internal Revenue Code ( commonly referred to as COBRA ) .


(b) On the Effective Date, the Company and the Executive shall execute the award agreements substantially in the forms attached as Appendix A (with respect to 50,000 Special RSUs) , B and C (the Special Award Agreements), and with the exercise price of the Special Options equal to the closing price of the common stock of the Company as reported on Nasdaq on the Effective Date, or if there has been no sale on that date, on the last preceding date on which a sale occurred. Promptly following satisfaction of the Stock Purchase Condition, the Company and the Executive shall execute the Special Award Agreement substantially in the form attached as Appendix A with respect to 50,000 Special RSUs and with the same vesting schedule applicable to the initial grant of 50,000 Special RSUs.

( b ) On the Effective Date , the Company and the Executive shall execute the award agreements substantially in the forms attached as Appendix A ( with respect to 50 , 000 Special RSUs ) , B and C ( the Special Award Agreements ) , and with the exercise price of the Special Options equal to the closing price of the common stock of the Company as reported on Nasdaq on the Effective Date , or if there has been no sale on that date , on the last preceding date on which a sale occurred . Promptly following satisfaction of the Stock Purchase Condition , the Company and the Executive shall execute the Special Award Agreement substantially in the form attached as Appendix A with respect to 50 , 000 Special RSUs and with the same vesting schedule applicable to the initial grant of 50 , 000 Special RSUs .


A. Reference is made to that certain Agreement and Plan of Merger and Reorganization (theMerger Agreement), dated as of October17, 2017 , by and among the Company, Evofem and Nobelli Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (Merger Sub), pursuant to which, at the Effective Time, Merger Sub will be merged with and into Evofem with Evofem remaining as the surviving entity and as a wholly owned subsidiary of the Company (theMerger). Terms used herein but not otherwise defined will have the meanings set forth in the Merger Agreement.

A . Reference is made to that certain Agreement and Plan of Merger and Reorganization ( theMerger Agreement ) , dated as of October17 , 2017 , by and among the Company , Evofem and Nobelli Merger Sub , Inc . , a Delaware corporation and wholly-owned subsidiary of the Company ( Merger Sub ) , pursuant to which , at the Effective Time , Merger Sub will be merged with and into Evofem with Evofem remaining as the surviving entity and as a wholly owned subsidiary of the Company ( theMerger ) . Terms used herein but not otherwise defined will have the meanings set forth in the Merger Agreement .


g. Delivery of Shares. At the Closing, the Company shall deliver to Invesco a copy of the irrevocable instructions to Philadelphia Stock Transfer, Inc., the current transfer agent of the Company, with a mailing address of 2320 Haverford Rd., Suite 230, Ardmore, PA 19003 (the Transfer Agent), instructing the Transfer Agent to deliver evidence of a book entry position evidencing the Shares purchased by the Funds hereunder and, pursuant to the Merger Agreement, the Merger Shares, in the names of the Funds or such nominee(s) as designated by Invesco. The Shares, the Warrant, the Warrant Shares and the Merger Shares are referred to herein collectively as the Securities.

g . Delivery of Shares . At the Closing , the Company shall deliver to Invesco a copy of the irrevocable instructions to Philadelphia Stock Transfer , Inc . , the current transfer agent of the Company , with a mailing address of 2320 Haverford Rd . , Suite 230 , Ardmore , PA 19003 ( the Transfer Agent ) , instructing the Transfer Agent to deliver evidence of a book entry position evidencing the Shares purchased by the Funds hereunder and , pursuant to the Merger Agreement , the Merger Shares , in the names of the Funds or such nominee ( s ) as designated by Invesco . The Shares , the Warrant , the Warrant Shares and the Merger Shares are referred to herein collectively as the Securities .


2\. Companys Representations and Warranties. The Company hereby represents and warrants to Invesco as of the Effective Date and as of the Closing as follows, subject to the exceptions as are disclosed prior to the Effective Date in the Companys reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act of 1933 , as amended (the Securities Act) and the Exchange Act of 1934 , as amended (theExchange Act), including pursuant to Section13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the SEC Reports), which SEC Reports as filed prior to the Effective Date shall be deemed a part hereof and shall qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the SEC Reports as filed prior to the Effective Date:

2 \ . Companys Representations and Warranties . The Company hereby represents and warrants to Invesco as of the Effective Date and as of the Closing as follows , subject to the exceptions as are disclosed prior to the Effective Date in the Companys reports , schedules , forms , statements and other documents required to be filed by the Company under the Securities Act of 1933 , as amended ( the Securities Act ) and the Exchange Act of 1934 , as amended ( theExchange Act ) , including pursuant to Section13 ( a ) or 15 ( d ) thereof ( the foregoing materials , including the exhibits thereto and documents incorporated by reference therein , being collectively referred to herein as the SEC Reports ) , which SEC Reports as filed prior to the Effective Date shall be deemed a part hereof and shall qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the SEC Reports as filed prior to the Effective Date :


a. Organization, Good Standing and Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware . The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement and sell the Shares, and to carry out the provisions of this Agreement and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

a . Organization , Good Standing and Qualification . The Company is a corporation duly organized and validly existing under the laws of the State of Delaware . The Company has all requisite corporate power and authority to own and operate its properties and assets , to execute and deliver this Agreement and sell the Shares , and to carry out the provisions of this Agreement and to carry on its business as presently conducted . The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties ( both owned and leased ) makes such qualification necessary , except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business .


e. Knowledge And Experience. Invesco has such knowledge and experience in financial and business matters, including investments in other start-up companies, that such entity or individual is capable of evaluating the merits and risks of the investment in the Securities and it is able to bear the economic risk of such investment. Invesco is an accredited investor as that term is defined under Regulation D promulgated under the Securities Act, and as set forth on Schedule I attached hereto. Further, Invesco has such knowledge and experience in financial and business matters such that it is capable of utilizing the information made available in connection with the offering of the Securities, of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect to the Securities. Neither Invesco, nor any person or entity with whom Invesco will share beneficial ownership of the Securities, is subject to any of the Bad Actor disqualifications described in Rule 506(d)(1)(i) to (viii)under the Securities Act. < <sup> br/>

e . Knowledge And Experience . Invesco has such knowledge and experience in financial and business matters , including investments in other start-up companies , that such entity or individual is capable of evaluating the merits and risks of the investment in the Securities and it is able to bear the economic risk of such investment . Invesco is an accredited investor as that term is defined under Regulation D promulgated under the Securities Act , and as set forth on Schedule I attached hereto . Further , Invesco has such knowledge and experience in financial and business matters such that it is capable of utilizing the information made available in connection with the offering of the Securities , of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect to the Securities . Neither Invesco , nor any person or entity with whom Invesco will share beneficial ownership of the Securities , is subject to any of the Bad Actor disqualifications described in Rule 506 ( d ) ( 1 ) ( i ) to ( viii ) under the Securities Act . & lt ; < sup > br / & gt ;


a. Organization, Good Standing and Qualification. Evofem is a corporation duly organized and validly existing under the laws of the State of Delaware . Evofem has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to carry on its business as presently conducted and, upon the requisite approval of Evofems stockholders of the Merger and the transactions contemplated herein, to carry out the provisions of this Agreement. Evofem is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on Evofem or its business.

a . Organization , Good Standing and Qualification . Evofem is a corporation duly organized and validly existing under the laws of the State of Delaware . Evofem has all requisite corporate power and authority to own and operate its properties and assets , to execute and deliver this Agreement , to carry on its business as presently conducted and , upon the requisite approval of Evofems stockholders of the Merger and the transactions contemplated herein , to carry out the provisions of this Agreement . Evofem is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties ( both owned and leased ) makes such qualification necessary , except for those jurisdictions in which failure to do so would not have a material adverse effect on Evofem or its business .


d. Capitalization. As of the Effective Date, the authorized capital stock of Evofem consists of (i)157,836,540 shares of Evofem Common Stock, par value $0.001 per share, of which

d . Capitalization . As of the Effective Date , the authorized capital stock of Evofem consists of ( i ) 157 , 836 , 540 shares of Evofem Common Stock , par value $ 0 . 001 per share , of which


76,359,923 are issued and outstanding, (ii) 12,768,492 shares of Evofem Series A Preferred Stock, par value $0.001 per share of which 12,618,279 have been issued and are outstanding, (iii) 31,034,696 shares of Evofem Series B Preferred Stock, par value $0.001 per share, of which 13,801,318 shares are issued and outstanding, (iv) 5,037,784 shares of Company Series C Preferred Stock of which 5,037,784 shares are issued and outstanding, (v)8,660,572 shares of Evofem C-1 Preferred Stock, par value $0.001 per share, of which 8,558,686 shares are issued and outstanding, (vi)80 shares of Evofem Series D Preferred Stock, par value $0.001 per share, of which 75 are issued and outstanding. No shares of capital stock are held in Evofems treasury. All outstanding shares of capital stock of Evofem are duly authorized, validly issued, fully paid and non-assessable and were issued in compliance with all applicable federal and state securities laws. Immediately prior to the Effective Time of the Merger (assuming the Effective Time occurs on December31, 2017 and after giving effect to the conversion of the Company Preferred Stock (other than the Company Series D Preferred Stock) and the exercise of the Warrant as contemplated by the Merger Agreement), Evofems capitalization shall be as set forth on Exhibit E hereto.

76 , 359 , 923 are issued and outstanding , ( ii ) 12 , 768 , 492 shares of Evofem Series A Preferred Stock , par value $ 0 . 001 per share of which 12 , 618 , 279 have been issued and are outstanding , ( iii ) 31 , 034 , 696 shares of Evofem Series B Preferred Stock , par value $ 0 . 001 per share , of which 13 , 801 , 318 shares are issued and outstanding , ( iv ) 5 , 037 , 784 shares of Company Series C Preferred Stock of which 5 , 037 , 784 shares are issued and outstanding , ( v ) 8 , 660 , 572 shares of Evofem C-1 Preferred Stock , par value $ 0 . 001 per share , of which 8 , 558 , 686 shares are issued and outstanding , ( vi ) 80 shares of Evofem Series D Preferred Stock , par value $ 0 . 001 per share , of which 75 are issued and outstanding . No shares of capital stock are held in Evofems treasury . All outstanding shares of capital stock of Evofem are duly authorized , validly issued , fully paid and non-assessable and were issued in compliance with all applicable federal and state securities laws . Immediately prior to the Effective Time of the Merger ( assuming the Effective Time occurs on December31 , 2017 and after giving effect to the conversion of the Company Preferred Stock ( other than the Company Series D Preferred Stock ) and the exercise of the Warrant as contemplated by the Merger Agreement ) , Evofems capitalization shall be as set forth on Exhibit E hereto .


b. Any book-entry evidence of the Shares or Merger Shares shall not contain any legend (including the legend set forth in Section5(a) above), (i)while a registration statement covering the resale of such Securities is effective under the Securities Act, ( ii)following any sale of such Securities pursuant to Rule 144, (iii)if such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions, or (iv)if such legend is not required under applicable requirements of the Securities Act ( including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the effective date of any registration statement if required by the Transfer Agent to effect the removal of the legend hereunder.

b . Any book-entry evidence of the Shares or Merger Shares shall not contain any legend ( including the legend set forth in Section5 ( a ) above ) , ( i ) while a registration statement covering the resale of such Securities is effective under the Securities Act , ( ii ) following any sale of such Securities pursuant to Rule 144 , ( iii ) if such Securities are eligible for sale under Rule 144 , without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions , or ( iv ) if such legend is not required under applicable requirements of the Securities Act ( including judicial interpretations and pronouncements issued by the staff of the Commission ) . The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the effective date of any registration statement if required by the Transfer Agent to effect the removal of the legend hereunder .


--- INVESCO Invesco Asset Management Limited , as agent for and on behalf of the Invesco Perpetual High Income Fund, a sub fund of the Invesco Perpetual UK Investment Series Investment Company with Variable Capital (ICVC) (Company No. IC000231), and the Invesco Perpetual Income Fund, a sub fund of the Invesco Perpetual UK 2 Investment Series Investment Company with Variable Capital (ICVC) (Company No. IC000221) By: /s/ Colin Fitzgerald (Signature) Colin Fitzgerald - Director

- - - INVESCO Invesco Asset Management Limited , as agent for and on behalf of the Invesco Perpetual High Income Fund , a sub fund of the Invesco Perpetual UK Investment Series Investment Company with Variable Capital ( ICVC ) ( Company No . IC000231 ) , and the Invesco Perpetual Income Fund , a sub fund of the Invesco Perpetual UK 2 Investment Series Investment Company with Variable Capital ( ICVC ) ( Company No . IC000221 ) By : / s / Colin Fitzgerald ( Signature ) Colin Fitzgerald - Director


--- THE COMPANY Neothetics, Inc. By: /s/ Susan A. Knudson Name: Susan A. Knudson Title: Chief Financial Officer Address:

- - - THE COMPANY Neothetics , Inc . By : / s / Susan A . Knudson Name : Susan A . Knudson Title : Chief Financial Officer Address :


--- EVOFEM Evofem Biosciences, Inc. By: /s/ Saundra Pelletier Name: Saundra Pelletier Title: Chief Executive Officer Address:

- - - EVOFEM Evofem Biosciences , Inc . By : / s / Saundra Pelletier Name : Saundra Pelletier Title : Chief Executive Officer Address :


12400 High Bluff Drive


Any private business development company as defined in Section202(a)(22) of the Investment Advisers Act of 1940 ; ---|---|---|---

Any private business development company as defined in Section202 ( a ) ( 22 ) of the Investment Advisers Act of 1940 ; - - - | - - - | - - - | - - -


| | , 20 THIS CERTIFIES THAT, for value received, (the Holder), is entitled to subscribe for and purchase from Evofem Biosciences, Inc. , a Delaware corporation, with its principal office at 12400 High Bluff Drive , Suite 600 , San Diego, California 92130 (Evofem), the Exercise Shares at the Exercise Price (each subject to adjustment as provided herein) in accordance with provisions set forth herein.

| | , 20 THIS CERTIFIES THAT , for value received , ( the Holder ) , is entitled to subscribe for and purchase from Evofem Biosciences , Inc . , a Delaware corporation , with its principal office at 12400 High Bluff Drive , Suite 600 , San Diego , California 92130 ( Evofem ) , the Exercise Shares at the Exercise Price ( each subject to adjustment as provided herein ) in accordance with provisions set forth herein .


This Warrant is being issued to Holder in accordance with the terms of that certain Securities Purchase Agreement, dated October17, 2017 , by and among Neothetics, Inc. , a Delaware corporation (Neothetics), Evofem and Holder (the Securities Purchase Agreement)

This Warrant is being issued to Holder in accordance with the terms of that certain Securities Purchase Agreement , dated October17 , 2017 , by and among Neothetics , Inc . , a Delaware corporation ( Neothetics ) , Evofem and Holder ( the Securities Purchase Agreement )


(a) Exercise Price shall mean $0.001 per Exercise Share subject to adjustment pursuant to Section5 below.

( a ) Exercise Price shall mean $ 0 . 001 per Exercise Share subject to adjustment pursuant to Section5 below .


Invesco Asset Management Limited


Pursuant to the terms of the Securities Purchase Agreement, Invesco will purchase or cause to be purchased the Shares immediately following the Effective Time (as defined in the Merger Agreement) in exchange for the payment of immediately available funds in the amount of $20,000,000 (the Purchase Price) to the Company.

Pursuant to the terms of the Securities Purchase Agreement , Invesco will purchase or cause to be purchased the Shares immediately following the Effective Time ( as defined in the Merger Agreement ) in exchange for the payment of immediately available funds in the amount of $ 20 , 000 , 000 ( the Purchase Price ) to the Company .


This Letter of Direction shall be governed by and construed in accordance with laws of the State of Delaware , regardless of the laws that might otherwise govern under applicable principles or conflicts of law thereof.

This Letter of Direction shall be governed by and construed in accordance with laws of the State of Delaware , regardless of the laws that might otherwise govern under applicable principles or conflicts of law thereof .


(b)The Company and the Bank have no knowledge of any facts and circumstances, and have no reason to believe that any facts or circumstances exist, that could cause the Bank (i) to be deemed not to be in satisfactory compliance with the CRA and the regulations promulgated thereunder or to be assigned a CRA rating of lower than satisfactory, (ii) to be deemed to be operating in violation, in any material respect, of the Bank Secrecy Act, the USA PATRIOT Act , or any order issued with respect to the Money Laundering Laws, or (iii) to be deemed not to be in satisfactory compliance, in all material respects, with all applicable privacy of customer information requirements contained in any federal and state privacy laws and regulations as well as the provisions of all information security programs adopted by the Bank.

( b ) The Company and the Bank have no knowledge of any facts and circumstances , and have no reason to believe that any facts or circumstances exist , that could cause the Bank ( i ) to be deemed not to be in satisfactory compliance with the CRA and the regulations promulgated thereunder or to be assigned a CRA rating of lower than satisfactory , ( ii ) to be deemed to be operating in violation , in any material respect , of the Bank Secrecy Act , the USA PATRIOT Act , or any order issued with respect to the Money Laundering Laws , or ( iii ) to be deemed not to be in satisfactory compliance , in all material respects , with all applicable privacy of customer information requirements contained in any federal and state privacy laws and regulations as well as the provisions of all information security programs adopted by the Bank .


(e)None of the Company, the Bank or any of their respective Subsidiaries is a party or subject to any formal or informal agreement, memorandum of understanding, consent decree, cease-and-desist order, order of prohibition or suspension, written commitment, supervisory agreement or other written statement as described under 12 U.S.C. 1818 (u) with, or order issued by, or has adopted any board resolutions at the request of, the Federal Reserve, the FDIC, or any other bank regulatory authority that imposes any restrictions or requirements not generally applicable to bank holding companies or commercial banks, nor has the Company, the Bank or any of their respective Subsidiaries been advised by any bank regulatory authority that it is considering issuing, initiating, ordering, or requesting any such agreement, memorandum of understanding, consent decree, cease-and-desist order, order of prohibition or suspension, written commitment, supervisory agreement or other written statement.

( e ) None of the Company , the Bank or any of their respective Subsidiaries is a party or subject to any formal or informal agreement , memorandum of understanding , consent decree , cease-and-desist order , order of prohibition or suspension , written commitment , supervisory agreement or other written statement as described under 12 U . S . C . 1818 ( u ) with , or order issued by , or has adopted any board resolutions at the request of , the Federal Reserve , the FDIC , or any other bank regulatory authority that imposes any restrictions or requirements not generally applicable to bank holding companies or commercial banks , nor has the Company , the Bank or any of their respective Subsidiaries been advised by any bank regulatory authority that it is considering issuing , initiating , ordering , or requesting any such agreement , memorandum of understanding , consent decree , cease-and-desist order , order of prohibition or suspension , written commitment , supervisory agreement or other written statement .


2.8Disclosure Controls and Procedures. Except as disclosed in the SEC Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are effective in all material respects to ensure that material information relating to the Company, including any of its consolidated Subsidiaries, is made known to its chief executive officer and chief financial officer by others within those entities. The Companys certifying officers have evaluated the effectiveness of the Companys disclosure controls and procedures as of the end of the period covered by the most recently filed quarterly or annual periodic report under the Exchange Act ( such date, the Evaluation Date). The Company presented in its most recently filed quarterly or annual periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, (i) there have been no significant changes in the Companys internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) or, to the Companys knowledge, in other factors that could significantly affect the Companys internal control over financial reporting or (ii) the Company has not been advised of any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of the Subsidiaries.

2 . 8Disclosure Controls and Procedures . Except as disclosed in the SEC Documents , the Company has established and maintains disclosure controls and procedures ( as defined in Exchange Act Rules 13a-15 ( e ) and 15d-15 ( e ) ) that are effective in all material respects to ensure that material information relating to the Company , including any of its consolidated Subsidiaries , is made known to its chief executive officer and chief financial officer by others within those entities . The Companys certifying officers have evaluated the effectiveness of the Companys disclosure controls and procedures as of the end of the period covered by the most recently filed quarterly or annual periodic report under the Exchange Act ( such date , the Evaluation Date ) . The Company presented in its most recently filed quarterly or annual periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date . Since the Evaluation Date , ( i ) there have been no significant changes in the Companys internal control over financial reporting ( as such term is defined in Exchange Act Rules 13a-15 ( f ) and 15d-15 ( f ) ) or , to the Companys knowledge , in other factors that could significantly affect the Companys internal control over financial reporting or ( ii ) the Company has not been advised of any fraud , whether or not material , that involves management or other employees who have a significant role in the internal controls of the Company and each of the Subsidiaries .