Common use of Partnership Lock-Up Clause in Contracts

Partnership Lock-Up. Beginning on the date hereof and ending on, and including, the date that is 180 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Representatives, not to (i) issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, with respect to, any Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) file or cause to become effective a registration statement under the Act relating to the offer and sale of any Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Units or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii), except, in each case, for (A) the registration of the offer and sale of the Units as contemplated by this Agreement, (B) issuances of Common Units upon the exercise of options or warrants disclosed as outstanding in the Registration Statement, any Preliminary Prospectus and the Prospectus, (C) the issuance of employee unit options or phantom units to directors not exercisable during the Lock-Up Period pursuant to the Encore Energy Partners GP LLC Long-Term Incentive Plan as described in the Registration Statement, any Preliminary Prospectus and the Prospectus, (D) issuances of Common Units upon the conversion of any MIUs as described in the Registration Statement, any Preliminary Prospectus and the Prospectus and (E) issuances of Common Units in connection with, or to finance, future acquisitions by the Partnership; provided, however, that if (a) during the period that begins on the date that is seventeen (17) days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (b) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Section 4(m) shall continue to apply until the expiration of the date that is eighteen (18) days after the date on which the issuance of the earnings release or the material news or material event occurs unless the Representatives, on behalf of the Underwriters, waive such extension in writing.

Partnership Lock-Up. Beginning on the date hereof and ending on, and including, the date that is 180 days after the date of the Prospectus hereof (the “Lock-Up Period”), without the prior written consent of the Representatives, not to (i) issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission SEC promulgated thereunder, with respect to, any Common Partnership Units or securities convertible into or exchangeable or exercisable for Partnership Units or warrants or other rights to purchase Partnership Units or any other securities of the Partnership that are substantially similar to Common Partnership Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) file or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any Common Partnership Units or securities convertible into or exchangeable or exercisable for Partnership Units or warrants or other rights to purchase Partnership Units or any other securities of the Partnership that are substantially similar to Common Partnership Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Partnership Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, for Partnership Units or any warrants or other rights to purchase, the foregoingpurchase Partnership Units or any such securities, whether any such transaction is to be settled by delivery of Common Partnership Units or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii), except, in each case, for (A) the registration of the offer and sale of the Units as contemplated by this Agreement, (B) issuances of Common Partnership Units upon the exercise of options or warrants disclosed as outstanding in the Registration StatementStatement (excluding the exhibits thereto), any each Preliminary Prospectus and the Prospectus, and (C) the issuance of employee unit options or phantom units to directors not exercisable during the Lock-Up Period pursuant to the Encore Energy Partners GP LLC Long-Term Incentive Plan as option plans described in the Registration StatementStatement (excluding the exhibits thereto), any each Preliminary Prospectus and the Prospectus, (D) issuances of Common Units upon the conversion of any MIUs as described in the Registration Statement, any Preliminary Prospectus and the Prospectus and (E) issuances of Common Units in connection with, or to finance, future acquisitions by the Partnership; provided, however, that if (a) during the period that begins on the date that is seventeen (17) days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (b) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the sixteen (16)-day 16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Section 4(m4(p) shall continue to apply until the expiration of the date that is eighteen (18) days after the date on which the issuance of the earnings release or the material news or material event occurs unless the Representatives, on behalf of the Underwriters, waive such extension in writingoccurs.

Partnership Lock-Up. Beginning on the date hereof and ending on, and including, the date that is 180 days after the date of the Prospectus hereof (the “Lock-Up Period”), without the prior written consent of the Representatives, not to (i) issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, with respect to, any Common Partnership Units or securities convertible into or exchangeable or exercisable for Partnership Units or warrants or other rights to purchase Partnership Units or any other securities of the Partnership that are substantially similar to Common Partnership Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) file or cause to become effective a registration statement under the Act relating to the offer and sale of any Common Partnership Units or securities convertible into or exchangeable or exercisable for Partnership Units or warrants or other rights to purchase Partnership Units or any other securities of the Partnership that are substantially similar to Common Partnership Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Partnership Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, for Partnership Units or any warrants or other rights to purchase, the foregoingpurchase Partnership Units or any such securities, whether any such transaction is to be settled by delivery of Common Partnership Units or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii), except, in each case, for (A) the registration of the offer and sale of the Units as contemplated by this Agreement, (B) issuances of Common Partnership Units upon the exercise of options or warrants disclosed as outstanding in the Registration StatementStatement (excluding the exhibits thereto), any each Preliminary Prospectus and the Prospectus, (C) the issuance of employee unit options or phantom units to directors not exercisable during the Lock-Up Period pursuant to the Encore Energy Partners GP LLC Long-Term Incentive Plan as option plans described in the Registration StatementStatement (excluding the exhibits thereto), any Preliminary Prospectus and the Prospectus, (D) issuances of Common Units upon the conversion of any MIUs as described in the Registration Statement, any each Preliminary Prospectus and the Prospectus and (ED) issuances the filing of Common Units any registration statement pursuant to the requirements of the registration rights agreement entered into between the March 2006 Private Investors, as such term is defined in connection withthe Prospectus under the caption “Summary—Formation Transactions and Partnership Structure—General”, or to finance, future acquisitions by and the Partnership; provided, however, that if (a) during the period that begins on the date that is seventeen (17) days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (b) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the sixteen (16)-day 16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Section 4(m4(p) shall continue to apply until the expiration of the date that is eighteen (18) days after the date on which the issuance of the earnings release or the material news or material event occurs unless the Representatives, on behalf of the Underwriters, waive such extension in writingoccurs.

Partnership Lock-Up. Beginning on the date hereof and ending on, and including, the date that is 180 60 days after the date of the Prospectus hereof (the “Lock-Up Period”), without the prior written consent of the RepresentativesXxxxx Fargo Securities, LLC, not to (i) issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, with respect to, to any Common Units or securities convertible into or exchangeable or exercisable for Common Units or warrants or other rights to purchase Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) file or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any Common Units or securities convertible into or exchangeable or exercisable for Common Units or warrants or other rights to purchase Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, for Common Units or any warrants or other rights to purchase, the foregoingpurchase Common Units or any such securities, whether any such transaction is to be settled by delivery of Common Units or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii), except, in each case, for (A) the registration of the offer and sale of the Units as contemplated by this Agreement, (B) issuances of Common Units upon the exercise or vesting of options securities convertible into or warrants disclosed exchangeable or exercisable for Common Units pursuant to the Partnership’s 2007 equity plan, as outstanding in the Registration Statement, any Preliminary Prospectus and the Prospectusamended, (C) the issuance of employee unit options securities convertible into or phantom units to directors exchangeable or exercisable for Common Units not exercisable during the Lock-Up Period pursuant to the Encore Energy Partners GP LLC Long-Term Incentive Plan Partnership’s 2007 equity plan, as described in the Registration Statementamended, any Preliminary Prospectus and the Prospectus, (D) issuances of Common Units upon as required under that certain Registration Rights Agreement, dated April 1, 2011, by and between the conversion of any MIUs as described in the Registration Statement, any Preliminary Prospectus Partnership and the Prospectus and (E) issuances of Common Units in connection with, or to finance, future acquisitions by the Partnership; provided, however, that if (a) during the period that begins on the date that is seventeen (17) days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (b) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Section 4(m) shall continue to apply until the expiration of the date that is eighteen (18) days after the date on which the issuance of the earnings release or the material news or material event occurs unless the Representatives, on behalf of the Underwriters, waive such extension in writingpurchasers named therein.

Partnership Lock-Up. Beginning on the date hereof and ending on, and including, the date that is 180 60 days after the date of the Prospectus hereof (the “Lock-Up Period”), without the prior written consent of the RepresentativesCitigroup Global Markets Inc., not to (i) issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, with respect to, to any Common Units or securities convertible into or exchangeable or exercisable for Common Units or warrants or other rights to purchase Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) file or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any Common Units or securities convertible into or exchangeable or exercisable for Common Units or warrants or other rights to purchase Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, for Common Units or any warrants or other rights to purchase, the foregoingpurchase Common Units or any such securities, whether any such transaction is to be settled by delivery of Common Units or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii), except, in each case, for (A) the registration of the offer and sale of the Units as contemplated by this Agreement, (B) issuances of Common Units upon the exercise or vesting of options securities convertible into or warrants disclosed exchangeable or exercisable for Common Units pursuant to the Partnership’s 2007 equity plan, as outstanding in the Registration Statement, any Preliminary Prospectus and the Prospectusamended, (C) the issuance of employee unit options securities convertible into or phantom units to directors exchangeable or exercisable for Common Units not exercisable during the Lock-Up Period pursuant to the Encore Energy Partners GP LLC Long-Term Incentive Plan Partnership’s 2007 equity plan, as described in the Registration Statement, any Preliminary Prospectus and the Prospectusamended, (D) issuances of Common Units upon as required under that certain Registration Rights Agreement, dated April 1, 2011, by and between the conversion of any MIUs as described in the Registration Statement, any Preliminary Prospectus Partnership and the Prospectus purchasers named therein, and (E) issuances the filing of Common Units in connection with, or to finance, future acquisitions a registration statement as may be required by the Partnership; provided, however, that if (a) during the period that begins on the date that is seventeen (17) days before the last day terms of the Lock-Up Period and ends on the last day of the Lock-Up Period, Class D Units as set forth in the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (b) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Section 4(m) shall continue to apply until the expiration of the date that is eighteen (18) days after the date on which the issuance of the earnings release or the material news or material event occurs unless the Representatives, on behalf of the Underwriters, waive such extension in writingAgreement.

Partnership Lock-Up. Beginning on the date hereof and ending on, and including, the date that is 180 days after the date of the Prospectus hereof (the “Lock-Up Period”), without the prior written consent of the Representatives, not to (i) issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, thereunder with respect to, any Common Units or Units, any other securities of the Partnership that are substantially similar to Common Units, or any securities that are convertible into or exchangeable or exercisable forfor Common Units, or any warrants or other rights to purchase, the foregoingpurchase Common Units, (ii) file or cause to become effective a registration statement under the Act relating to the offer and sale of any Common Units or Units, any other securities of the Partnership that are substantially similar to Common Units, or any securities that are convertible into or exchangeable or exercisable forfor Common Units, or any warrants or other rights to purchase, the foregoingpurchase Common Units, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Units or Units, any other securities of the Partnership that are substantially similar to Common Units, or any securities that are convertible into or exchangeable or exercisable forfor Common Units, or any warrants or other rights to purchase, the foregoingpurchase Common Units, whether any such transaction is to be settled by delivery of Common Units or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii), except, in each case, for (A) the registration of the offer and sale of the Units as contemplated by this Agreement, (B) issuances of Common Units upon the exercise of options or warrants disclosed as outstanding in the Registration StatementStatement (excluding the exhibits thereto), any each Preliminary Prospectus and the Prospectus, and (C) the issuance of employee unit options or phantom units to directors equity-based awards not exercisable during the Lock-Up Period pursuant to the Encore Energy Partners GP LLC Long-Term Incentive Plan as option or other equity compensation plans described in the Registration StatementStatement (excluding the exhibits thereto), any each Preliminary Prospectus and the Prospectus, (D) issuances of Common Units upon the conversion of any MIUs as described in the Registration Statement, any Preliminary Prospectus and the Prospectus and (E) issuances of Common Units in connection with, or to finance, future acquisitions by the Partnership; provided, however, that if (ax) during the period that begins on the date that is seventeen fifteen (1715) calendar days plus three (3) business days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (by) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the sixteen (16)-day 16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Section 4(m(4)(q) shall continue to apply until the expiration of the date that is eighteen fifteen (1815) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs unless the Representatives, on behalf of the Underwriters, waive such extension in writing.occurs;

Partnership Lock-Up. Beginning on the date hereof and ending on, and including, the date that is 180 60 days after the date of the Prospectus hereof (the “Lock-Up Period”), without the prior written consent of the RepresentativesXxxxx Fargo Securities, LLC, not to (i) issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, with respect to, to any Common Units or securities convertible into or exchangeable or exercisable for Common Units or warrants or other rights to purchase Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) file or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any Common Units or securities convertible into or exchangeable or exercisable for Common Units or warrants or other rights to purchase Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, for Common Units or any warrants or other rights to purchase, the foregoingpurchase Common Units or any such securities, whether any such transaction is to be settled by delivery of Common Units or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii), except, in each case, for (A) the registration of the offer and sale of the Units as contemplated by this Agreement, (B) issuances of Common Units upon the exercise or vesting of options securities convertible into or warrants disclosed as outstanding in exchangeable or exercisable for Common Units pursuant to the Registration StatementPartnership’s 2007 equity plan, any Preliminary Prospectus and the Prospectus, (C) the issuance of employee unit options securities convertible into or phantom units to directors exchangeable or exercisable for Common Units not exercisable during the Lock-Up Period pursuant to the Encore Energy Partners GP LLC Long-Term Incentive Plan as described in the Registration Statement, any Preliminary Prospectus and the Prospectus, (D) issuances of Common Units upon the conversion of any MIUs as described in the Registration Statement, any Preliminary Prospectus and the Prospectus and (E) issuances of Common Units in connection with, or to finance, future acquisitions by the Partnership’s 2007 equity plan; provided, however, that if (a) during the period that begins on the date that is seventeen (17) days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (b) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the sixteen (16)-day 16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Section 4(m4(o) shall continue to apply until the expiration of the date that is eighteen (18) days after the date on which the issuance of the earnings release or the material news or material event occurs unless the Representatives, on behalf of the Underwriters, waive such extension in writingoccurs.

Partnership Lock-Up. Beginning For a period commencing on the date hereof and ending on, and including, on the date that is 180 days 120th day after the date of this Agreement, the Prospectus (the “Lock-Up Period”)Partnership will not, without the prior written consent of the RepresentativesPurchasers, not to directly or indirectly, (iA) issueoffer for sale, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of (or agree to dispose of, directly enter into any transaction or indirectlydevice that is designed to, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, with respect could be expected to, result in the disposition by any person at any time in the future of) any Common Units or any securities convertible into or exercisable or exchangeable for Common Units (other securities than (a) the Purchased Units as contemplated by the Transaction Documents, (b) Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof (including, without limitation, Common Units issued pursuant to the long-term incentive plan of the Partnership) or (c) up to an aggregate sum of $40 million of additional Series A Parity Securities (as defined in the Partnership that are substantially similar Agreement) (a “Subsequent Placement”) and/or Indebtedness (other than Indebtedness incurred under the Compressco Credit Facility or the Indenture, each as may be amended from time to Common Unitstime), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of such options, rights or exercisable forwarrants pursuant to employee benefit plans, or any warrants qualified option plans or other rights employee compensation plans existing on the date hereof (including, without limitation, Common Units issued pursuant to purchase, the foregoinglong-term incentive plan of the Partnership), (ii) file or cause to become effective a registration statement under the Act relating to the offer and sale of any Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (iiiB) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of Common Units or any other securities of the Partnership that are substantially similar to such Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise otherwise, be a party to any solicitations, negotiations or discussions with regard to the foregoing or (ivD) publicly announce an disclose the intention to effect do any transaction specified in clause (i), (ii) or (iii), exceptof the foregoing, in each case, for (A) case without the registration prior written consent of the offer and sale of the Units as contemplated by this Agreement, (B) issuances of Common Units upon the exercise of options or warrants disclosed as outstanding in the Registration Statement, any Preliminary Prospectus and the Prospectus, (C) the issuance of employee unit options or phantom units to directors not exercisable during the Lock-Up Period pursuant to the Encore Energy Partners GP LLC Long-Term Incentive Plan as described in the Registration Statement, any Preliminary Prospectus and the Prospectus, (D) issuances of Common Units upon the conversion of any MIUs as described in the Registration Statement, any Preliminary Prospectus and the Prospectus and (E) issuances of Common Units in connection with, or to finance, future acquisitions by the Partnership; provided, however, that if (a) during the period that begins on the date that is seventeen (17) days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (b) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Section 4(m) shall continue to apply until the expiration of the date that is eighteen (18) days after the date on which the issuance of the earnings release or the material news or material event occurs unless the Representatives, on behalf of the Underwriters, waive such extension in writingPurchasers.

Partnership Lock-Up. Beginning on the date hereof and ending on, and including, the date that is 180 60 days after the date of the Prospectus hereof (the “Lock-Up Period”), without the prior written consent of the RepresentativesRepresentative, not to (i) issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, with respect to, to any Common Units or securities convertible into or exchangeable or exercisable for Common Units or warrants or other rights to purchase Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) file or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any Common Units or securities convertible into or exchangeable or exercisable for Common Units or warrants or other rights to purchase Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, for Common Units or any warrants or other rights to purchase, the foregoingpurchase Common Units or any such securities, whether any such transaction is to be settled by delivery of Common Units or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii), except, in each case, for (A) the registration of the offer and sale of the Units as contemplated by this Agreement, (B) issuances of Common Units upon the exercise or vesting of options securities convertible into or warrants disclosed exchangeable or exercisable for Common Units pursuant to the Partnership’s 2007 equity plan, as outstanding in the Registration Statement, any Preliminary Prospectus and the Prospectusamended, (C) the issuance of employee unit options securities convertible into or phantom units to directors exchangeable or exercisable for Common Units not exercisable during the Lock-Up Period pursuant to the Encore Energy Partners GP LLC Long-Term Incentive Plan Partnership’s 2007 equity plan, as described in the Registration Statementamended, any Preliminary Prospectus and the Prospectus, (D) issuances of Common Units upon as required under that certain Registration Rights Agreement, dated April 1, 2011, by and between the conversion of any MIUs as described in the Registration Statement, any Preliminary Prospectus Partnership and the Prospectus and (E) issuances of Common Units in connection with, or to finance, future acquisitions by the Partnership; provided, however, that if (a) during the period that begins on the date that is seventeen (17) days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (b) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Section 4(m) shall continue to apply until the expiration of the date that is eighteen (18) days after the date on which the issuance of the earnings release or the material news or material event occurs unless the Representatives, on behalf of the Underwriters, waive such extension in writingpurchasers named therein.

Partnership Lock-Up. Beginning on the date hereof and ending on, and including, the date that is 180 days after the date of the Prospectus hereof (the “"Lock-Up Period”"), without the prior written consent of the Representatives, not to (i) issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission SEC promulgated thereunder, with respect to, any Common Partnership Units or securities convertible into or exchangeable or exercisable for Partnership Units or warrants or other rights to purchase Partnership Units or any other securities of the Partnership that are substantially similar to Common Partnership Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) file or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any Common Partnership Units or securities convertible into or exchangeable or exercisable for Partnership Units or warrants or other rights to purchase Partnership Units or any other securities of the Partnership that are substantially similar to Common Partnership Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Partnership Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, for Partnership Units or any warrants or other rights to purchase, the foregoingpurchase Partnership Units or any such securities, whether any such transaction is to be settled by delivery of Common Partnership Units or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii), except, in each case, for (A) the registration of the offer and sale of the Units as contemplated by this Agreement, (B) issuances of Common Partnership Units upon the exercise of options or warrants disclosed as outstanding in the Registration Statement, any Preliminary Disclosure Package and the Prospectus and the Prospectus, (C) the issuance of employee unit and director units or options or phantom units to directors not exercisable during the Lock-Up Period pursuant to option plans or the Encore Energy Partners GP LLC Long-Term Incentive Plan as described in the Registration Statement, any Preliminary Prospectus Disclosure Package and the Prospectus, (D) issuances of Common Units upon the conversion of any MIUs as described in the Registration Statement, any Preliminary Prospectus and the Prospectus and (E) issuances of Common Units in connection with, or to finance, future acquisitions by the Partnership; provided, however, that if (a) during the period that begins on the date that is seventeen (17) days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (b) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the sixteen (16)-day 16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Section 4(m4(o) shall continue to apply until the expiration of the date that is eighteen (18) days after the date on which the issuance of the earnings release or the material news or material event occurs unless the Representatives, on behalf of the Underwriters, waive such extension in writingoccurs.