REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2014 • PennTex Midstream Partners, LP • Natural gas transmission • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2015, by and between PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex NLA Holdings, LLC, a Delaware limited liability company (“PennTex NLA”), and MRD WHR LA Midstream LLC, a Delaware limited liability company (“MRD WHR”).
SERVICES AND SECONDMENT AGREEMENT among PENNTEX MIDSTREAM PARTNERS, LLC, PENNTEX MIDSTREAM MANAGEMENT COMPANY, LLC, PENNTEX MIDSTREAM GP, LLC and PENNTEX MIDSTREAM PARTNERS, LPServices and Secondment Agreement • December 16th, 2014 • PennTex Midstream Partners, LP • Natural gas transmission • Delaware
This Services and Secondment Agreement (“Agreement”), dated as of [•], 2015 (the “Effective Date”), is entered into among PennTex Midstream Partners, LLC, a Delaware limited liability company (“Development”), PennTex Midstream Management Company, LLC, a Delaware limited liability company (“Admin”), PennTex Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), and PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”). Each of Development, Admin, the General Partner and the Partnership is sometimes referred to herein as a “Party” and collectively as the “Parties.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among PENNTEX MIDSTREAM PARTNERS, LP PENNTEX MIDSTREAM PARTNERS, LLC PENNTEX NORTH LOUISIANA, LLC AND PENNTEX MIDSTREAM OPERATING, LLC Dated as of [•], 2015Contribution, Conveyance and Assumption Agreement • December 16th, 2014 • PennTex Midstream Partners, LP • Natural gas transmission
This Contribution, Conveyance and Assumption Agreement, dated as of [•], 2015 (as amended or supplemented from time to time, this “Agreement”), is by and among PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex Midstream Partners, LLC, a Delaware limited liability company (“PennTex Development”), PennTex North Louisiana, LLC, a Delaware limited liability company (“PennTex JV”), and PennTex Midstream Operating, LLC, a Delaware limited liability company (“Midstream Operating”). 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.
OMNIBUS AGREEMENTOmnibus Agreement • December 16th, 2014 • PennTex Midstream Partners, LP • Natural gas transmission
This Omnibus Agreement (this “Agreement”) is entered into on, and effective as of, the Closing Date among PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex Midstream Partners, LLC, a Delaware limited liability company (“Parent”), PennTex North Louisiana, LLC, a Delaware limited liability company (“PennTex JV”), and PennTex Midstream GP, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
PENNTEX MIDSTREAM PARTNERS LP PHANTOM UNIT AGREEMENTTerm Incentive Plan • December 16th, 2014 • PennTex Midstream Partners, LP • Natural gas transmission • Delaware
Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), PennTex Midstream GP, LLC (the “Company”), as the general partner of PennTex Midstream Partners, LP (the “Partnership”), hereby grants to the individual identified in the Grant Notice below (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the PennTex Midstream Partners LP 2015 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit granted hereunder shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
PennTex Midstream Partners, LP [•] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 2014 • PennTex Midstream Partners, LP • Natural gas transmission • New York
