FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MCE, LPAgreement • November 18th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MCE, LP dated as of November 12, 2013, is entered into by and between MCE GP, LLC, a Delaware limited liability company, as the General Partner, and MCE, LLC, a Delaware limited liability company, in its capacity 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:
OPTION AGREEMENT BY AND AMONG NEW SOURCE ENERGY PARTNERS L.P. (“HOLDER”) AND KRISTIAN B. KOS DIKRAN TOURIAN SIGNATURE INVESTMENTS, LLC TORUS ENERGY SERVICES, LLC (“TORUS PARTIES”) November 12, 2013Option Agreement • November 18th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Oklahoma
This OPTION AGREEMENT (this “Agreement”), dated as of November 12, 2013 (the “Execution Date”), is made and entered into by and among New Source Energy Partners L.P., a Delaware limited partnership (the “Partnership” or “Holder”), and Kristian B. Kos, an individual residing in Oklahoma City, Oklahoma (“Mr. Kos”), Dikran Tourian, an individual residing in Edmond, Oklahoma (“Mr. Tourian”), Signature Investments, LLC, an Oklahoma limited liability company (“Signature”, and collectively with Mr. Kos and Mr. Tourian, the “Torus Owners”), and Torus Energy Services, LLC, an Oklahoma limited liability company (“Torus” and, collectively with the Torus Owners, the “Torus Parties” and each individually a “Torus Party”).
CONTRIBUTION AGREEMENT by and among NEW SOURCE ENERGY PARTNERS L.P. (“ACQUIRER”) AND KRISTIAN B. KOS DIKRAN TOURIAN DANNY R. PICKELSIMER ANTRANIK ARMOUDIAN DEYLAU, LLC SIGNATURE INVESTMENTS, LLC MCE, LLC (“MCE PARTIES”) dated as of November 12, 2013Contribution Agreement • November 18th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Oklahoma
This CONTRIBUTION AGREEMENT, dated as of November 12, 2013 (this “Agreement”), is entered into by and among New Source Energy Partners L.P., a Delaware limited partnership (“Acquirer”), and Kristian B. Kos, an individual residing in Oklahoma City, Oklahoma (“Mr. Kos”), Dikran Tourian, an individual residing in Edmond, Oklahoma (“Mr. Tourian”), Danny R. Pickelsimer, an individual residing in Yukon, Oklahoma (“Mr. Pickelsimer”), Antranik Armoudian, an individual residing in Tulsa, Oklahoma (“Mr. Armoudian”), Deylau, LLC, a Delaware limited liability company (“Deylau”), Signature Investments, LLC, an Oklahoma limited liability company (“Signature”, and collectively with Deylau, Mr. Kos, Mr. Tourian, Mr. Pickelsimer and Mr. Armoudian, the “MCE Owners”), and MCE, LLC, a Delaware limited liability company (“Contributor” and, collectively with the MCE Owners, the “MCE Parties” and each individually an “MCE Party”).
FOURTH AMENDMENT TO CREDIT AGREEMENT Dated as of November 12, 2013 AMONG NEW SOURCE ENERGY PARTNERS L.P., AS BORROWER, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, ASSOCIATED BANK, N.A., AS SYNDICATION AGENT, AND THE LENDERS PARTY HERETOCredit Agreement • November 18th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Texas
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”) dated as of November 12, 2013, is among NEW SOURCE ENERGY PARTNERS L.P., a Delaware limited partnership, (the “Borrower”); each of the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and BANK OF MONTREAL, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEW SOURCE ENERGY PARTNERS L.P. NOVEMBER 12, 2013New Source Energy Partners L.P. • November 18th, 2013 • Crude petroleum & natural gas • Delaware
This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of New Source Energy Partners L.P. (the “Partnership”), dated as of February 13, 2013 (the “Partnership Agreement”), is hereby adopted effective as of November 12, 2013, by New Source Energy GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.
REGISTRATION RIGHTS AGREEMENT by and among NEW SOURCE ENERGY PARTNERS L.P. (“REGISTRANT”) AND KRISTIAN B. KOS DIKRAN TOURIAN DANIEL R. PICKELSIMER ANTRANIK ARMOUDIAN DEYLAU, LLC SIGNATURE INVESTMENTS LLC (“UNITHOLDERS”) November 12, 2013Registration Rights Agreement • November 18th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is being entered into on November 12, 2013, by and among New Source Energy Partners L.P., a Delaware limited partnership (the “Registrant”), Kristian B. Kos, an individual residing in Oklahoma City, Oklahoma (“Mr. Kos”), Dikran Tourian, an individual residing in Edmond, Oklahoma (“Mr. Tourian”), Danny R. Pickelsimer, an individual residing in Yukon, Oklahoma (“Mr. Pickelsimer”), Antranik Armoudian, an individual residing in Tulsa, Oklahoma (“Mr. Armoudian”), Deylau, LLC, a Delaware limited liability company (“Deylau”), Signature Investments, LLC, an Oklahoma limited liability company (“Signature”, and collectively with Mr. Kos, Mr. Tourian, Mr. Pickelsimer, Mr. Armoudian and Deylau, the “Unitholders”).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • November 18th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Delaware
This DIRECTOR DESIGNATION AGREEMENT, dated as of November 12, 2013 (this “Agreement”), is entered into by and among NEW SOURCE ENERGY PARTNERS L.P., a Delaware limited partnership (the “Partnership”), NEW SOURCE ENERGY GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner” and together with the Partnership, the “Partnership Parties”), DEYLAU, LLC, a Delaware limited liability company (“Deylau”) and SIGNATURE INVESTMENTS, LLC, an Oklahoma limited liability company (“Signature” and together with Deylau, the “Designators”).
