MID-CON ENERGY PARTNERS, LP [•] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • New York
As the Representatives of the several underwriters named in Schedule I hereto c/o RBC Capital Markets One Liberty Plaza, 165 Broadway New York, NY 10006-1404 Ladies and Gentlemen:
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.”
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”).
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.
CONTRIBUTION, CONVEYANCE, ASSUMPTION AND MERGER AGREEMENT by and among MID-CON ENERGY GP, LLC MID-CON ENERGY PARTNERS, LP MID-CON ENERGY PROPERTIES, LLC MID- CON ENERGY I, LLC MID-CON ENERGY II, LLC and The “Founders” named herein Dated as of...Assumption and Merger Agreement • November 18th, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas
This Contribution, Conveyance, Assumption and Merger Agreement, dated as of [November] [•], 2011 (this “Agreement”), is by and among Mid-Con Energy GP, LLC, a Delaware limited liability company (the “General Partner”), Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Mid-Con Energy Properties, LLC, a Delaware limited liability company (“Mid-Con Properties”), Mid-Con Energy I, LLC, a Delaware limited liability company (“Mid-Con I”), Mid-Con Energy II, a Delaware limited liability company (“Mid-Con Energy II”) and Messrs. Charles R. Olmstead, Jeffrey R. Olmstead and S. Craig George (each a “Founder” and, collectively, the “Founders”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
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 November __, 2011Credit Agreement • November 18th, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT is made as of November __, 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 referred below. In consideration of the mutual covenants and agreements contained herein the parties hereto agree as follows:
