FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MID-CON ENERGY PARTNERS, LPMid-Con Energy Partners, LP • December 23rd, 2011 • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MID-CON ENERGY PARTNERS, LP, dated as of December 20, 2011, is entered into by and between MID-CON ENERGY GP, LLC, a Delaware limited liability company, as the General Partner, and Mr. S. Craig George, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MID-CON ENERGY PARTNERS, LPMid-Con Energy Partners, LP • June 10th, 2020 • Crude petroleum & natural gas • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF MICHAEL MERGER SUB LLC October 16, 2020Limited Liability Company Agreement • January 21st, 2021 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Michael Merger Sub LLC (the “Company”) is entered into by Contango Oil & Gas Company, a Texas corporation, as the sole member (the “Member”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MID-CON ENERGY GP, LLC (A Delaware Limited Liability Company) Dated as of December 20, 2011Limited Liability Company Agreement • December 23rd, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MID-CON ENERGY GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 20, 2011, to be effective upon and at the time of the closing of the MLP IPO (as defined below) (the “Effective Time”), by Charles R. Olmstead (the “Initial Member”), S. Craig George, and Jeffrey R. Olmstead. Such parties shall be referenced individually as a “Member” and collectively as “Members.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 26th, 2020 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2020, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Contango Oil & Gas Company, a Texas corporation (“Contango”), and each Person identified on Exhibit A attached hereto (the “Unitholders” and each a “Unitholder”).
AGREEMENT AND PLAN OF MERGER among CONTANGO OIL & GAS COMPANY, MICHAEL MERGER SUB LLC, MID-CON ENERGY PARTNERS, LP and MID-CON ENERGY GP, LLC Dated as of October 25, 2020Agreement and Plan of Merger • October 26th, 2020 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 25, 2020 (the “Execution Date”), by and among Contango Oil & Gas Company, a Texas corporation (“Contango”), Michael Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Contango (“Michael Merger Sub” and, together with Contango, the “Contango Parties” and, each individually, a “Contango Party”), Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), and Mid-Con Energy GP, LLC,, a Delaware limited liability company and general partner of the Partnership (the “General Partner” and, together with the Partnership, the “Mid-Con Parties” and, each individually, a “Mid-Con Party”).
PURCHASE AND SALE AGREEMENT AMONG MID-CON ENERGY III, LLC (“SELLER”) AND MID- CON ENERGY PROPERTIES LLC (“BUYER”) AND MID-CON ENERGY PARTNERS, LP (“PARTNERSHIP”) DATED AS OF FEBRUARY 28, 2014Purchase and Sale Agreement • March 5th, 2014 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware
This Purchase and Sale Agreement is dated as of February 28, 2014, by and among Mid-Con Energy III, LLC, a Delaware limited liability company (“Seller”), Mid-Con Energy Properties, LLC, a Delaware limited liability company (“Buyer”), and Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”). Seller and Buyer are sometimes collectively referred to herein as “Parties” and individually referred to as a “Party.”
MID-CON ENERGY PARTNERS, LP 5,800,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2014 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • New York
Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”) proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof) for whom you are acting as representatives (the “Representatives”) 5,800,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (“Common Units”). The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I. The Partnership also proposes to grant to the Underwriters an option to purchase up to 870,000 additional Common Units (the “Option Units”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Oklahoma
For all other purposes other than the payment of Deferred Compensation, the definition of “Disability” or “Disabled,” in each of my Contracts, will apply without amendment.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 26th, 2020 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Texas
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2020, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Contango Oil & Gas Company, a Texas corporation (“Contango”), and each Person identified on Exhibit A attached hereto (the “Shareholders” and each a “Shareholder”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MID-CON ENERGY GP, LLC (A Delaware Limited Liability Company) Dated as of January 24, 2017Limited Liability Company Agreement • January 25th, 2017 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MID-CON ENERGY GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of January 24, 2017 by Charles R. Olmstead, S. Craig George and Jeffrey R. Olmstead. Such parties shall be referenced individually as a “Member” and collectively as “Members.”
MID-CON ENERGY PARTNERS, LP LONG-TERM INCENTIVE PROGRAM FORM OF RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • December 23rd, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Texas
This Restricted Unit Award Agreement (this “Agreement”) is made and entered into by and between Mid-Con Energy GP, LLC, a Delaware limited liability company (the “Company”), and (the “Participant”). This Agreement is entered into as of the day of , 20 (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Program (as defined below), unless the context requires otherwise.
AMENDMENT NO. 10 TO CREDIT AGREEMENTCredit Agreement • August 16th, 2016 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT originally made as of December 20, 2011, by and among MID-CON ENERGY PROPERTIES, LLC, a Delaware limited liability company (herein called “Borrower”), ROYAL BANK OF CANADA (herein called “Predecessor Administrative Agent”) and the Lenders originally party thereto, as amended from time to time including pursuant to Amendment No. 7 (defined below) pursuant to which Predecessor Administrative Agent resigned as Administrative Agent, the Predecessor Collateral Agent resigned Collateral Agent and Wells Fargo Bank, National Association was appointed and became Administrative Agent, Collateral Agent and an LC Issuer. In consideration of the mutual covenants and agreements contained herein the parties hereto agree as follows:
MID-CON ENERGY PARTNERS, LP 5,400,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • New York
Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof) for whom you are acting as representatives (the “Representatives”) an aggregate of 5,400,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (“Common Units”). The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I. The Partnership also proposes to grant to the Underwriters’ an option to purchase up to 810,000 additional Common Units to cover over-allotments, if any (the “Option Units”).
AGREEMENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 28th, 2012 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • New York
This Agreement and Amendment No. 2 to Credit Agreement (this “Agreement”) dated as of November 26, 2012 is among Mid-Con Energy Properties, LLC, a Delaware limited liability company (the “Borrower”), the Guarantor (as defined below), the parties that are “Lenders” prior to the effectiveness of this Agreement under and as defined in the Credit Agreement referred to below (the “Existing Lenders”), the party that is a New Lender (as defined below; and together with the Existing Lenders, the “Lenders” and individually, a “Lender”), Royal Bank of Canada, as administrative agent for such Lenders (in such capacity, the “Administrative Agent”) and as the LC Issuer.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MID-CON ENERGY GP, LLC (A Delaware Limited Liability Company) Dated as ofLimited Liability Company Agreement • November 18th, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MID-CON ENERGY GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of __________, 2011, to be effective upon and at the time of the closing of the MLP IPO (as defined below) (the “Effective Time”), by Charles R. Olmstead (the “Initial Member”), S. Craig George, and Jeffrey R. Olmstead. Such parties shall be referenced individually as a “Member” and collectively as “Members.”
Mid-Con Energy Partners, LP Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $50,000,000 EQUITY DISTRIBUTION AGREEMENTMid-Con Energy Partners, LP • May 6th, 2015 • Crude petroleum & natural gas
EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2015 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Oklahoma
CREDIT AGREEMENT MID-CON ENERGY PROPERTIES, LLC as Borrower and ROYAL BANK OF CANADA as Administrative Agent and Collateral Agent and CERTAIN FINANCIAL INSTITUTIONS as Lenders RBC CAPITAL MARKETS As Lead Arranger and Bookrunner December 20, 2011Credit Agreement • December 23rd, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT is made as of December 20, 2011, by and among MID-CON ENERGY PROPERTIES, LLC, a Delaware limited liability company (herein called “Borrower”), ROYAL BANK OF CANADA (herein called “Administrative Agent”) and the Lenders referenced below. In consideration of the mutual covenants and agreements contained herein the parties hereto agree as follows:
Limited Liability Company Agreement of Mid-Con Energy GP, LLCLimited Liability Company Agreement • August 12th, 2011 • Mid-Con Energy Partners, LP • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Mid-Con Energy GP, LLC is adopted, executed, and agreed to by the sole Member (as defined below), as of July 27, 2011.
MID-CON ENERGY PARTNERS, LP LONG-TERM INCENTIVE PROGRAM EQUITY-SETTLED PHANTOM UNIT AGREEMENTPhantom Unit Agreement • November 2nd, 2015 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware
Pursuant to this Equity-Settled Phantom Unit Agreement, dated as of [], 2015 (this “Agreement”), Mid-Con Energy Partners GP, LLC (the “Company”), as the general partner of Mid-Con Energy Partners, LP (the “Partnership”), hereby grants to [] (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the Mid-Con Energy Partners, LP Long-Term Incentive Program (the “Program”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Equity-Settled Phantom Unit shall constitute a Phantom Unit under the terms of the Program. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Program.
SERVICES AGREEMENTServices Agreement • November 18th, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas
THIS SERVICES AGREEMENT (the “Agreement”), entered into as of the [•] day of [•], 2011 (the “Closing Date”), is by and among MID-CON ENERGY OPERATING, INC., an Oklahoma corporation (the “Services Provider”), MID-CON ENERGY GP, LLC, a Delaware limited liability company (the “General Partner”), MID-CON ENERGY PARTNERS, LP, a Delaware limited partnership (the “MLP”) and MID-CON ENERGY PROPERTIES, LLC, a Delaware limited liability company (the “OLLC”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 10th, 2020 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Texas
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of June 1, 2020 (the “Execution Date”) but effective for all purposes as of July 1 , 2020 (the “Effective Date”), is being entered into by and between CONTANGO RESOURCES, INC., a Texas corporation (“Services Provider”), and MID-CON ENERGY PARTNERS, LP, a Delaware limited partnership (“MLP”). Services Provider and MLP may be referred to collectively as the “Parties” or individually as a “Party.”
AMENDMENT NO. 6 TOCredit Agreement • February 17th, 2015 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • New York
This Amendment No. 6 to Credit Agreement (this “Agreement”) dated as of February 12, 2015 is among Mid-Con Energy Properties, LLC, a Delaware limited liability company (the “Borrower”), the Guarantor (as defined below), the Lenders party to the Credit Agreement referred to below (the “Lenders” and individually, a “Lender”), Royal Bank of Canada, as administrative agent for such Lenders (in such capacity, the “Administrative Agent”) and as the LC Issuer.
EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Oklahoma
This EMPLOYMENT AGREEMENT, dated as of August 1, 2011 (together with any Exhibits hereto, the “Agreement”), is entered into by and among Mid-Con Energy Partners L.P. (“Mid-Con Partners”), Mid-Con Energy GP, LLC (“MCGP”), and [ ] (the “Executive”). As used herein, the term “Employer” shall be deemed to refer to Mid-Con Partners and/or MCGP or any affiliate through which they choose to serve as the employer of the Executive, as the context requires, and the term “Mid-Con Entity” shall be deemed to refer to each Employer and its subsidiaries.
TERMINATION AGREEMENT between CONTANGO RESOURCES, INC. and MID-CON ENERGY PARTNERS, LPTermination Agreement • January 21st, 2021 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Texas
THIS TERMINATION AGREEMENT (this “Termination Agreement”), is made and entered into as of January 21, 2021, by and between CONTANGO RESOURCES, INC. (“Contango”) and MID-CON ENERGY PARTNERS, LP (“MLP”), and together with Contango, the “Parties”, and each, a “Party”).
PURCHASE AND SALE AGREEMENT AMONG MID-CON ENERGY III, LLC (“SELLER”) AND MID- CON ENERGY PROPERTIES LLC (“BUYER”) AND MID-CON ENERGY PARTNERS, LP (“PARTNERSHIP”) DATED AS OF JULY 24, 2014Purchase and Sale Agreement • July 25th, 2014 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware
This Purchase and Sale Agreement is dated as of July 24, 2014, by and among Mid-Con Energy III, LLC, a Delaware limited liability company (“Seller”), Mid-Con Energy Properties, LLC, a Delaware limited liability company (“Buyer”), and Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”). Seller and Buyer are sometimes collectively referred to herein as “Parties” and individually referred to as a “Party.”
PURCHASE AND SALE AGREEMENT AMONG MID-CON ENERGY PROPERTIES, LLC (“BUYER”) ANDPurchase and Sale Agreement • August 4th, 2016 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Texas
AMENDMENT NO. 11 TO CREDIT AGREEMENT AND LIMITED WAIVERCredit Agreement and Limited Waiver • December 29th, 2017 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • New York
This Amendment No. 11 to Credit Agreement and Limited Waiver (this "Amendment") dated as of December 22, 2017 is among Mid-Con Energy Properties, LLC, a Delaware limited liability company (the "Borrower"), the Guarantor (as defined below), the financial institutions that are identified below as Lenders (collectively, the "Lenders" and individually, a "Lender"), and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders.
AMENDMENT NO. 12 TO CREDIT AGREEMENTCredit Agreement • January 31st, 2018 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT originally made as of December 20, 2011, by and among MID-CON ENERGY PROPERTIES, LLC, a Delaware limited liability company (herein called “Borrower”), ROYAL BANK OF CANADA (herein called “Predecessor Administrative Agent”) and the Lenders originally party thereto, as amended from time to time including pursuant to Amendment No. 7 (defined below) pursuant to which Predecessor Administrative Agent resigned as Administrative Agent, the Predecessor Collateral Agent resigned Collateral Agent and Wells Fargo Bank, National Association was appointed and became Administrative Agent, Collateral Agent and an LC Issuer. In consideration of the mutual covenants and agreements contained herein the parties hereto agree as follows:
SERVICES AGREEMENTServices Agreement • December 23rd, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas
THIS SERVICES AGREEMENT (the “Agreement”), entered into as of the 20th day of December, 2011 (the “Closing Date”), is by and among MID-CON ENERGY OPERATING, INC., an Oklahoma corporation (the “Services Provider”), MID-CON ENERGY GP, LLC, a Delaware limited liability company (the “General Partner”), MID-CON ENERGY PARTNERS, LP, a Delaware limited partnership (the “MLP”) and MID-CON ENERGY PROPERTIES, LLC, a Delaware limited liability company (the “OLLC”).
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MID-CON ENERGY PARTNERS, LPPreferred Unit Purchase Agreement • August 16th, 2016 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MID-CON ENERGY PARTNERS, LP dated as of August 11, 2016 (this “Amendment”) is entered into by Mid-Con Energy GP, LLC (the “General Partner”), a Delaware limited liability company and the general partner of Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in Section 13.1 of the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 20, 2011 (the “Partnership Agreement”).
CHANGE IN CONTROL SEVERANCE PLAN PARTICIPATION AND RESTRICTIVE COVENANT AGREEMENTParticipation and Restrictive Covenant Agreement • October 30th, 2019 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas
This Participation and Restrictive Covenant Agreement (this “Agreement”) is entered into as of _________, 20[•] between Mid-Con Energy GP, LLC (the “Company”), and [PARTICIPANT NAME] (“Participant”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MID-CON ENERGY GP, LLC (A Delaware Limited Liability Company) Dated as of June 4, 2020Limited Liability Company Agreement • June 10th, 2020 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of MID-CON ENERGY GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of June 4, 2020 by Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), as the sole member of the Company.
PURCHASE AND SALE AGREEMENT AMONG SAMSON RESOURCES COMPANY AS SELLER AND MID- CON ENERGY PROPERTIES, LLC AS BUYER DATED AS OF OCTOBER 15, 2012 (CLAWSON RANCH WATERFLOOD)Purchase and Sale Agreement • October 15th, 2012 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Oklahoma
This Purchase and Sale Agreement (“Agreement”), made as of October 15, 2012 (“Execution Date”) by and among SAMSON RESOURCES COMPANY, an Oklahoma corporation, whose address is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103 (“Seller”) and MID-CON ENERGY PROPERTIES, LLC, a Delaware limited liability company, whose address is 2501 N. Harwood, Suite 2410, Dallas, Texas 75201 (“Buyer”) (Buyer and Seller are sometimes referred to below individually as a “Party” or collectively as the “Parties”);
