Titan Energy, LLC Sample Contracts

Titan Energy, LLC – SECOND AMENDMENT TO LIMITED WAIVER AGREEMENT dated as of March 1, 2018 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (March 9th, 2018)

This SECOND AMENDMENT TO LIMITED WAIVER AGREEMENT (this “Second Waiver Amendment”), dated as of March 1, 2018, is among TITAN ENERGY OPERATING, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), TITAN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the “Parent”), each of the other undersigned guarantors (such guarantors together with the Parent, the “Guarantors”, and the Guarantors together with the Borrower, the “Loan Parties”), each of the Lenders that is a signatory hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).

Titan Energy, LLC – FIRST AMENDMENT TO LIMITED WAIVER AGREEMENT dated as of January 31, 2018 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (February 6th, 2018)

This First Amendment TO LIMITED WAIVER AGREEMENT (this “First Waiver Amendment”), dated as of January 31, 2018, is among TITAN ENERGY OPERATING, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), TITAN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the “Parent”), each of the other undersigned guarantors (such guarantors together with the Parent, the “Guarantors”, and the Guarantors together with the Borrower, the “Loan Parties”), each of the Lenders that is a signatory hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).

Titan Energy, LLC – LIMITED WAIVER AGREEMENT dated as of December 8, 2017 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (December 22nd, 2017)

This LIMITED WAIVER AGREEMENT (this “Limited Waiver”), dated as of December 8, 2017, is among TITAN ENERGY OPERATING, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), TITAN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the “Parent”), each of the other undersigned guarantors (such guarantors together with the Parent, the “Guarantors”, and the Guarantors together with the Borrower, the “Loan Parties”), each of the Lenders that is a signatory hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).

Titan Energy, LLC – FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER dated as of October 31, 2017 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (November 8th, 2017)

This FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER (this “Fourth Amendment”), dated as of October 31, 2017, is among TITAN ENERGY OPERATING, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), TITAN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the “Parent”), each of the other undersigned guarantors (such guarantors together with the Parent, the “Guarantors”, and the Guarantors together with the Borrower, the “Loan Parties”), each of the Lenders that is a signatory hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).

Titan Energy, LLC – May 16, 2017 (August 21st, 2017)

To incentivize you to remain with and committed to the success of Titan Energy, LLC (the “Company”) and its subsidiaries, the Company is offering you a retention bonus upon the terms and conditions set forth in this letter agreement (“Agreement”).  As confirmed by the Class B directors, no amount paid pursuant to this Agreement shall impact the amount of your 2017 bonus.

Titan Energy, LLC – May 11, 2017 (August 21st, 2017)

To incentivize you to remain with and committed to the success of Titan Energy, LLC (the “Company”) and its subsidiaries, the Company is offering you a retention bonus upon the terms and conditions set forth in this letter agreement (“Agreement”).

Titan Energy, LLC – PURCHASE AND SALE AGREEMENT ARP RANGELY PRODUCTION, LLC (“Seller”) and MMGJ COLORADO, LLC (“Buyer”) June 12, 2017 (August 11th, 2017)

This Purchase and Sale Agreement (this “Agreement”) is made and entered into on June 12, 2017, by and between ARP Rangely Production, LLC, a Delaware limited liability company (“Seller”) and MMGJ Colorado, LLC, a Delaware limited liability company (“Buyer”).

Titan Energy, LLC – PURCHASE AND SALE AGREEMENT by and among Atlas Energy Tennessee, LLC, Atlas Pipeline Tennessee, LLC, Atlas Noble, LLC, Viking Resources, LLC, Resource Energy, LLC, Atlas Resources, LLC, REI-NY, LLC, Resource Well Services, LLC, Atlas Energy Ohio, LLC and, solely with respect to Section 7.16, Section 7.17, Article 11, Article 20 and Article 18 (to the extent related to employee or ERISA-related matters), Atlas Energy Group, LLC (collectively, “Sellers”) and Diversified Energy LLC (“Buyer”) May 4, 2017 (July 7th, 2017)

This Purchase and Sale Agreement (this “Agreement”) is made and entered into on May 4, 2017, by and among Atlas Energy Tennessee, LLC, a Pennsylvania limited liability company, Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company, Atlas Noble, LLC, a Delaware limited liability company, Viking Resources, LLC, a Pennsylvania limited liability company, Resource Energy, LLC, a Delaware limited liability company, Atlas Resources, LLC, a Pennsylvania limited liability company, REI-NY, LLC, a Delaware limited liability company, Resource Well Services, LLC, a Delaware limited liability company, Atlas Energy Ohio, LLC, an Ohio limited liability company and, solely with respect to Section 7.16, Section 7.17, Article 11, Article 20 and Article 18 (to the extent related to employee or ERISA-related matters), Atlas Energy Group, LLC, a Delaware limited liability company (each a “Seller” and collectively “Sellers”) and Diversified Energy LLC, an Alabama limited liability company (

Titan Energy, LLC – FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (July 7th, 2017)

This First Amendment to the Purchase and Sale Agreement (this “Amendment”) is made and entered into effective as of June 30, 2017, by and among Atlas Energy Tennessee, LLC, Atlas Pipeline Tennessee, LLC, Atlas Noble, LLC, Viking Resources, LLC, Resource Energy, LLC, Atlas Resources, LLC, REI-NY, LLC, Resource Well Services, LLC, Atlas Energy Ohio, LLC and Atlas Energy Group, LLC (collectively, “Original Sellers”), Diversified Energy LLC (“Buyer”) and Atlas Resource Partners Holdings, LLC (“ARPH”).

Titan Energy, LLC – SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 10, 2017 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (May 1st, 2017)

This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”), dated as of April 10, 2017, is among TITAN ENERGY OPERATING, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), TITAN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the “Parent”), each of the other undersigned guarantors (such guarantors, together with the Parent, the “Guarantors”, and the Guarantors together with the Borrower, the “Loan Parties”), each of the Lenders that is a signatory hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).

Titan Energy, LLC – SECOND AMENDMENT TO AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT dated as of April 10, 2017 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, and THE LENDERS FROM TIME TO TIME PARTY HERETO, (May 1st, 2017)

This SECOND AMENDMENT TO AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Second Amendment”), dated as of April 10, 2017, is among TITAN ENERGY OPERATING, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), TITAN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the “Parent”), each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Loan Parties”), and each of the Lenders that is a signatory hereto.

Titan Energy, LLC – THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER dated as of April 19, 2017 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (April 21st, 2017)

This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER (this “Third Amendment”), dated as of April 19, 2017, is among TITAN ENERGY OPERATING, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), TITAN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the “Parent”), each of the other undersigned guarantors (such guarantors together with the Parent, the “Guarantors”, and the Guarantors together with the Borrower, the “Loan Parties”), each of the Lenders that is a signatory hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).

Titan Energy, LLC – FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 24, 2017 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (March 30th, 2017)

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of March 24, 2017, is among TITAN ENERGY OPERATING, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), TITAN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the “Parent”), each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Loan Parties”), each of the Lenders that is a signatory hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).

Titan Energy, LLC – FIRST AMENDMENT TO AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT dated as of March 27, 2017 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, and THE LENDERS FROM TIME TO TIME PARTY HERETO, (March 30th, 2017)

This FIRST AMENDMENT TO AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “First Amendment”), dated as of March 27, 2017, is among TITAN ENERGY OPERATING, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), TITAN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the “Parent”), each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Loan Parties”), and each of the Lenders that is a signatory hereto.

Titan Energy, LLC – CERTIFICATE OF CONVERSION FROM CORPORATION TO LIMITED LIABILITY COMPANY Pursuant to Sections 18-204 and 18-214 of the Delaware Limited Liability Company Act (November 30th, 2016)
Titan Energy, LLC – FORBEARANCE AGREEMENT (November 21st, 2016)

THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of July 11, 2016, among Atlas Resource Partners, L.P., a Delaware limited partnership (“ARP”), Atlas Resource Partners Holdings, LLC, a Delaware limited liability company (“Holdings”), Atlas Resource Finance Corporation, a Delaware corporation (“FinCo” and, together with Holdings, each, an “Issuer” and, together, the “Issuers”), the subsidiary guarantors of the Notes (as defined below) listed on Schedule I hereto (collectively with ARP, the “Guarantors”), each of the beneficial owners or investment managers for beneficial owners of the 7.75% Senior Notes (as defined below) that are signatories hereto (the “Forbearing 7.75% Holders”) and each of the beneficial owners or investment managers for beneficial owners of the 9.25% Senior Notes (as defined below) that are signatories hereto (the “Forbearing 9.25% Holders” and, together with the Forbearing 7.75% Holders, the “Forbearing Holders”).

Titan Energy, LLC – Forbearance and Waiver Agreement (November 21st, 2016)

This FORBEARANCE AND WAIVER AGREEMENT (this “Agreement”), dated as of July 25, 2016 (the “Agreement Effective Date”), is among Atlas Resources, LLC, a limited liability company formed under the laws of the State of Pennsylvania (the “Master General Partner”), each of the undersigned participating partnerships (the “Participating Partnerships”; together with the Master General Partner, the “Obligors”), each of the Hedge Providers that is a signatory hereto, and Wells Fargo Bank, National Association, as collateral agent for the Secured Parties (in such capacity, together with its successors, the “Collateral Agent”).

Titan Energy, LLC – TITAN ENERGY, LLC AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN (November 1st, 2016)
Titan Energy, LLC – EMPLOYMENT AGREEMENT (September 7th, 2016)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 1, 2016 (the “Effective Date”), is entered into by and among Titan Energy, LLC, a Delaware limited liability company (the “Company”), Titan Energy Operating, LLC, a Delaware limited liability company (“NewCo”), and Daniel C. Herz (the “Executive”).

Titan Energy, LLC – DELEGATION OF MANAGEMENT AGREEMENT (September 7th, 2016)

This DELEGATION OF MANAGEMENT AGREEMENT (this “Agreement”), is made and entered as of September 1, 2016 by and between Titan Energy, LLC, a Delaware limited liability company (“New HoldCo”), and Titan Energy Management, LLC (“Titan Management”), a Delaware limited liability company.

Titan Energy, LLC – FORM OF TITAN ENERGY, LLC MANAGEMENT INCENTIVE PLAN STOCK GRANT AGREEMENT – INITIAL AWARD (September 7th, 2016)

THIS STOCK GRANT AGREEMENT (this “Agreement”) is made as of [DATE] (the “Date of Grant”) by and between Titan Energy, LLC, a Delaware limited liability company (the “Company”), and [PARTICIPANT] (the “Participant”).

Titan Energy, LLC – FORM OF TITAN ENERGY, LLC MANAGEMENT INCENTIVE PLAN STOCK GRANT AGREEMENT – INITIAL AWARD (September 7th, 2016)

THIS STOCK GRANT AGREEMENT (this “Agreement”) is made as of [DATE] (the “Date of Grant”) by and between Titan Energy, LLC, a Delaware limited liability company (the “Company”), and [PARTICIPANT] (the “Participant”).

Titan Energy, LLC – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TITAN ENERGY, LLC (September 7th, 2016)

THIS AMENDED AND RESTATED LIABILITY COMPANY AGREEMENT OF TITAN ENERGY, LLC, a Delaware limited liability company (the “Company”), dated as of September 1, 2016 is entered into by and effectuated by Atlas Resource Partners, L.P., a Delaware limited partnership and the sole member of the Company (“ARP” or the “Initial Member”).

Titan Energy, LLC – OMNIBUS AGREEMENT (September 7th, 2016)

This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) by and among Titan Energy Management, LLC, a Delaware limited liability company (“Management”), Atlas Energy Resource Services, Inc., a Delaware corporation (“AERS”), Titan Energy, LLC, a Delaware limited liability company (“FinanceCo”), and Titan Energy Operating, LLC, a Delaware limited liability company (“Opco”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

Titan Energy, LLC – REGISTRATION RIGHTS AGREEMENT among TITAN ENERGY, LLC and THE HOLDERS NAMED ON SCHEDULE A HERETO (September 7th, 2016)

This REGISTRATION RIGHTS AGREEMENT, dated as of September 1, 2016 (this “Agreement”) is entered into by and among TITAN ENERGY, LLC, a Delaware limited liability company (the “Company”), and each of the Persons set forth on Schedule A hereto, including the GSO Holders (as defined below) (the “Holders”).

Titan Energy, LLC – EMPLOYMENT AGREEMENT (September 7th, 2016)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 1, 2016 (the “Effective Date”), is entered into by and among Titan Energy, LLC, a Delaware limited liability company (the “Company”), Titan Energy Operating, LLC, a Delaware limited liability company (“NewCo”), and Daniel C. Herz (the “Executive”).

Titan Energy, LLC – AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT dated as of September 1, 2016 among TITAN ENERGY OPERATING LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE LENDERS FROM TIME TO TIME PARTY HERETO, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (September 7th, 2016)

AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of September 1, 2016 (this “Agreement”), among TITAN ENERGY OPERATING, LLC, a Delaware limited liability company (the “Borrower”), TITAN ENERGY, LLC, a Delaware limited liability company (the “Parent”), each of the other undersigned Grantors and the other Grantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the First Lien Lenders (in such capacity, the “First Lien Collateral Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as agent for the Second Lien Lenders (in such capacity, the “Second Lien Collateral Agent”).

Titan Energy, LLC – EMPLOYMENT AGREEMENT (September 7th, 2016)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 1, 2016 (the “Effective Date”), is entered into by and among Titan Energy, LLC, a Delaware limited liability company (the “Company”), Titan Energy Operating, LLC, a Delaware limited liability company (“NewCo”) and Edward E. Cohen (the “Executive”).

Titan Energy, LLC – EMPLOYMENT AGREEMENT (September 7th, 2016)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 1, 2016 (the “Effective Date”), is entered into by and among Titan Energy, LLC, a Delaware limited liability company (the “Company”), Titan Energy Operating, LLC, a Delaware limited liability company (“NewCo”), and Jonathan Z. Cohen (the “Executive”).

Titan Energy, LLC – EMPLOYMENT AGREEMENT (September 7th, 2016)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 1, 2016 (the “Effective Date”), is entered into by and among Titan Energy, LLC, a Delaware limited liability company (the “Company”), Titan Energy Operating, LLC, a Delaware limited liability company (“NewCo”), and Mark Schumacher (the “Executive”).

Titan Energy, LLC – REGISTRATION RIGHTS AGREEMENT among TITAN ENERGY, LLC and THE HOLDERS NAMED ON SCHEDULE A HERETO (September 7th, 2016)

This REGISTRATION RIGHTS AGREEMENT, dated as of September 1, 2016 (this “Agreement”) is entered into by and among TITAN ENERGY, LLC, a Delaware limited liability company (the “Company”), and each of the Persons set forth on Schedule A hereto, including the GSO Holders (as defined below) (the “Holders”).

Titan Energy, LLC – THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 1, 2016 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (September 7th, 2016)

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 1, 2016, is among TITAN ENERGY OPERATING, LLC (the “Borrower”), a Delaware limited liability company; TITAN ENERGY, LLC (the “Parent”), a Delaware limited liability company; each of the Lenders from time to time party hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Titan Energy, LLC – EMPLOYMENT AGREEMENT (September 7th, 2016)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 1, 2016 (the “Effective Date”), is entered into by and among Titan Energy, LLC, a Delaware limited liability company (the “Company”), Titan Energy Operating, LLC, a Delaware limited liability company (“NewCo”), and Jonathan Z. Cohen (the “Executive”).

Titan Energy, LLC – AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT dated as of September 1, 2016 among TITAN ENERGY OPERATING LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE LENDERS FROM TIME TO TIME PARTY HERETO, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (September 7th, 2016)

AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of September 1, 2016 (this “Agreement”), among TITAN ENERGY OPERATING, LLC, a Delaware limited liability company (the “Borrower”), TITAN ENERGY, LLC, a Delaware limited liability company (the “Parent”), each of the other undersigned Grantors and the other Grantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the First Lien Lenders (in such capacity, the “First Lien Collateral Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as agent for the Second Lien Lenders (in such capacity, the “Second Lien Collateral Agent”).

Titan Energy, LLC – EMPLOYMENT AGREEMENT (September 7th, 2016)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 1, 2016 (the “Effective Date”), is entered into by and among Titan Energy, LLC, a Delaware limited liability company (the “Company”), Titan Energy Operating, LLC, a Delaware limited liability company (“NewCo”), and Mark Schumacher (the “Executive”).