Ute Energy Upstream Holdings LLC S-1/A

AMENDMENT NO. 4 TO FORM S-1

FORM OF UNDERWRITING AGREEMENT

DIRECTOR DESIGNATION AGREEMENT

FORM OF UTE ENERGY CORPORATION CREDIT FACILITY

EMPLOYMENT AGREEMENT - JOSEPH N. JAGGERS

EMPLOYMENT AGREEMENT - GREGORY S. HINDS

EMPLOYMENT AGREEMENT - LAURIE A. BALES

EMPLOYMENT AGREEMENT - MARK A. SHELBY

FORM OF LONG-TERM INCENTIVE PLAN

FORM OF INDEMNIFICATION AGREEMENT

LETTER AGREEMENT AMENDING EMPLOYMENT AGREEMENT - JOSEPH N. JAGGERS

LIST OF SUBSIDIARIES

CONSENT OF KPMG LLP - UTE ENERGY UPSTREAM HOLDINGS LLC

CONSENT OF KPMG LLP - HORSESHOE BEND ACQUISITION PROPERTIES

CONSENT OF EHRHARDT KEEFE STEINER & HOTTMAN PC

CONSENT OF RYDER SCOTT COMPANY, L.P.

CONSENT OF CAWLEY GILLESPIE & ASSOCIATES, INC.

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