Common use of REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASERS. 8 Section 4.01 Existence 8 Section 4.02 Authorization, Enforceability 8 Section 4.03 No Breach 8 Section 4.04 Certain Fees 9 Section 4.05 Unregistered Securities. 9 Section 4.06 Short Selling 10 Section 4.07 Lock-Up Agreement 10 ARTICLE V INDEMNIFICATION, COSTS AND EXPENSES 11 Section 5.01 Indemnification by Contango 11 Section 5.02 Indemnification by the Purchasers 11 Section 5.03 Indemnification Procedure 11 Section 5.04 Tax Treatment of Indemnification Payments 12 ARTICLE VI TERMINATION 12 Section 6.01 Termination 12 Section 6.02 Certain Effects of Termination 13 ARTICLE VII MISCELLANEOUS 13 Section 7.01 Expenses 13 Section 7.02 Interpretation 13 Section 7.03 Survival of Provisions 14 Section 7.04 No Waiver; Modifications in Writing. 14 Section 7.05 Binding Effect; Assignment 15 Section 7.06 Communications 15 Section 7.07 Entire Agreement 16 Section 7.08 Governing Law; Submission to Jurisdiction 16 Section 7.09 Waiver of Jury Trial 16 Section 7.10 Execution in Counterparts 16 Section 7.11 Recapitalizations, Exchanges, Etc. Affecting the Purchased Securities 17 Section 7.12 Certain Tax Matters 17 SCHEDULE A – Schedule of Purchasers EXHIBIT A – Form of Statement of Resolution for the Preferred Stock EXHIBIT B – Form of Registration Rights Agreement EXHIBIT C – Form of Voting and Support Agreement PURCHASE AGREEMENT This PURCHASE AGREEMENT, dated as of September 12, 2019 (this “Agreement”), is entered into by and among Contango Oil & Gas Company, a Texas corporation (“Contango”), and each of the purchasers set forth in Schedule A hereto (the “Purchasers”).

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASERS. 8 22 Section 4.01 Existence 8 22 Section 4.02 Authorization, Enforceability 8 22 Section 4.03 No Breach 8 23 Section 4.04 Certain Fees 9 23 Section 4.05 Unregistered Securities. 9 Securities 23 Section 4.06 Short Selling 10 25 Section 4.07 Lock-Up Agreement 10 No Ownership of Breitburn Securities and No Hedging 25 ARTICLE V INDEMNIFICATION, COSTS AND EXPENSES 11 25 Section 5.01 Indemnification by Contango 11 Breitburn 25 Section 5.02 Indemnification by the Purchasers 11 25 Section 5.03 Indemnification Procedure 11 26 Section 5.04 Tax Treatment of Indemnification Payments 12 Matters 27 ARTICLE VI TERMINATION 12 MISCELLANEOUS 27 Section 6.01 Termination 12 MNPI Disclosure 27 Section 6.02 Certain Effects of Termination 13 ARTICLE VII MISCELLANEOUS 13 Notification 27 Section 7.01 6.03 Expenses 13 28 Section 7.02 6.04 Interpretation 13 28 Section 7.03 6.05 Survival of Provisions 14 28 Section 7.04 6.06 Termination 29 Section 6.07 No Waiver; Modifications in Writing. 14 Writing 29 Section 7.05 6.08 Binding Effect; Assignment 15 Effect 29 Section 7.06 6.09 Confidentiality 29 Section 6.10 Communications 15 30 Section 7.07 6.11 Removal of Legend 32 Section 6.12 Entire Agreement 16 33 Section 7.08 6.13 Governing Law; Submission to Jurisdiction 16 33 Section 7.09 6.14 Waiver of Jury Trial 16 33 Section 7.10 6.15 Execution in Counterparts 16 Section 7.11 Recapitalizations, Exchanges, Etc. Affecting the Purchased Securities 17 Section 7.12 Certain Tax Matters 17 SCHEDULE A – Schedule of Purchasers 33 TABLE OF CONTENTS (CONT’D) Page EXHIBIT A – Form of Statement of Resolution for the Preferred Stock FORM OF OPINION OF XXXXXX & XXXXXX LLP A-1 EXHIBIT B – Form of Registration Rights Agreement FORM OF OPINION OF EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CHIEF ADMINISTRATIVE OFFICER OF BREITBURN GP, LLC B-1 EXHIBIT C – Form of Voting and Support Agreement FORM OF BOARD REPRESENTATION AND STANDSTILL AGREEMENT C-1 EXHIBIT D FORM OF PARTNERSHIP AGREEMENT D-1 EXHIBIT E FORM OF STANDSTILL AGREEMENT E-1 SERIES B PREFERRED UNIT PURCHASE AGREEMENT This SERIES B PREFERRED UNIT PURCHASE AGREEMENT, dated as of September 12March 27, 2019 2015 (this “Agreement”), is entered into by and among Contango Oil & Gas CompanyBREITBURN ENERGY PARTNERS LP, a Texas corporation Delaware limited partnership (“ContangoBreitburn”), and each of the purchasers set forth in Schedule A hereto (collectively, the “Purchasers”).

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASERS. 8 22 Section 4.01 Existence 8 23 Section 4.02 Authorization, Enforceability 8 23 Section 4.03 No Breach 8 23 Section 4.04 Certain Fees 9 23 Section 4.05 Unregistered Securities. 9 Securities 23 Section 4.06 Short Selling 10 25 Section 4.07 Lock-Up Agreement 10 No Ownership of Breitburn Securities and No Hedging 25 ARTICLE V INDEMNIFICATION, COSTS AND EXPENSES 11 25 Section 5.01 Indemnification by Contango 11 Breitburn 25 Section 5.02 Indemnification by the Purchasers 11 26 Section 5.03 Indemnification Procedure 11 26 Section 5.04 Tax Treatment of Indemnification Payments 12 Matters 28 ARTICLE VI TERMINATION 12 MISCELLANEOUS 28 Section 6.01 Termination 12 MNPI Disclosure 28 Section 6.02 Certain Effects of Termination 13 ARTICLE VII MISCELLANEOUS 13 Notification 28 Section 7.01 6.03 Expenses 13 28 Section 7.02 6.04 Interpretation 13 28 Section 7.03 6.05 Survival of Provisions 14 29 Section 7.04 6.06 Termination 29 Section 6.07 No Waiver; Modifications in Writing. 14 Writing 29 Section 7.05 6.08 Binding Effect; Assignment 15 Effect 30 Section 7.06 6.09 Confidentiality 30 Section 6.10 Communications 15 31 Section 7.07 6.11 Removal of Legend 32 Section 6.12 Entire Agreement 16 33 Section 7.08 6.13 Governing Law; Submission to Jurisdiction 16 33 Section 7.09 6.14 Waiver of Jury Trial 16 33 Section 7.10 6.15 Execution in Counterparts 16 Section 7.11 Recapitalizations, Exchanges, Etc. Affecting the Purchased Securities 17 Section 7.12 Certain Tax Matters 17 SCHEDULE A – Schedule of Purchasers 34 TABLE OF CONTENTS (CONT’D) Page EXHIBIT A – Form of Statement of Resolution for the Preferred Stock FORM OF OPINION OF VXXXXX & EXXXXX LLP A-1 EXHIBIT B – Form of Registration Rights Agreement FORM OF OPINION OF EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CHIEF ADMINISTRATIVE OFFICER OF BREITBURN GP, LLC B-1 EXHIBIT C – Form of Voting and Support Agreement FORM OF BOARD REPRESENTATION AND STANDSTILL AGREEMENT C-1 EXHIBIT D FORM OF PARTNERSHIP AGREEMENT D-1 EXHIBIT E FORM OF ANCHORAGE STANDSTILL AGREEMENT E-1 EXHIBIT F FORM OF GUGGENHEIM STANDSTILL AGREEMENT F-1 AMENDED AND RESTATED SERIES B PREFERRED UNIT PURCHASE AGREEMENT This AMENDED AND RESTATED SERIES B PREFERRED UNIT PURCHASE AGREEMENT, dated as of September 12April 8, 2019 2015 (this “Agreement”), is entered into by and among Contango Oil & Gas CompanyBREITBURN ENERGY PARTNERS LP, a Texas corporation Delaware limited partnership (“ContangoBreitburn”), and each of the purchasers set forth in Schedule A hereto (collectively, the “Purchasers”) and amends, restates and supersedes in its entirety that Series B Preferred Unit Purchase Agreement, dated as of March 27, 2015, by and among Breitburn and the purchasers set forth in Schedule A thereto (the “Prior Agreement”).

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASERS. 8 Section 4.01 5.01 Existence 8 13 Section 4.02 5.02 Authorization, Enforceability 8 14 Section 4.03 5.03 No Breach 8 14 Section 4.04 Certain Fees 9 5.04 No Brokerage Fee 14 Section 4.05 Unregistered Securities. 9 5.05 Investment 14 Section 4.06 Short Selling 10 5.06 Nature of Purchasers 15 Section 4.07 5.07 Receipt of Information; Authorization 15 Section 5.08 Restricted Securities 15 Section 5.09 Legend 15 Section 5.10 No Substantial Security Holders 15 Section 5.11 Purchaser Lock-Up Agreement 10 16 ARTICLE V VI INDEMNIFICATION, COSTS AND EXPENSES 11 Section 5.01 6.01 Indemnification by Contango 11 the Selling Unitholder 16 Section 5.02 6.02 Indemnification by the Purchasers 11 16 Section 5.03 6.03 Indemnification Procedure 11 Section 5.04 Tax Treatment of Indemnification Payments 12 ARTICLE VI TERMINATION 12 Section 6.01 Termination 12 Section 6.02 Certain Effects of Termination 13 16 ARTICLE VII MISCELLANEOUS 13 Section 7.01 Expenses 13 Section 7.02 Interpretation 13 Section 7.03 and Survival of Provisions 14 18 Section 7.04 7.02 Survival of Provisions 18 Section 7.03 No Waiver; Modifications in Writing. 14 Writing 18 Section 7.05 7.04 Binding Effect; Assignment 15 19 Section 7.05 Xxx-Xxxxxxxxxx 00 Section 7.06 Communications 15 20 Section 7.07 Removal of Legend 21 Section 7.08 Entire Agreement 16 Section 7.08 Governing Law; Submission to Jurisdiction 16 21 Section 7.09 Waiver of Jury Trial 16 Governing Law 21 Section 7.10 Execution in Counterparts 16 21 Section 7.11 Recapitalizations, Exchanges, Etc. Affecting the Purchased Securities 17 Taking of Necessary Action 21 Section 7.12 Certain Tax Matters 17 SCHEDULE Aggregation of Purchased Units 21 Section 7.13 Expenses 22 Section 7.14 Obligations Limited to Parties to Agreement 22 Schedule A – Schedule — List of Purchasers EXHIBIT and Commitment Amounts Schedule B — Notice and Contact Information Exhibit A – Form of Statement of Resolution for the Preferred Stock EXHIBIT B – — Form of Registration Rights Agreement EXHIBIT C – Form of Voting and Support Agreement COMMON UNIT PURCHASE AGREEMENT This COMMON UNIT PURCHASE AGREEMENT, dated as of September 12April 3, 2019 2007 (this “Agreement”), is entered into by and among Contango Oil & Gas CompanyMGG MIDSTREAM HOLDINGS, L.P., a Texas corporation Delaware limited partnership (the “ContangoSelling Unitholder”), MAGELLAN MIDSTREAM HOLDINGS, L.P., a Delaware limited partnership (the “Partnership”) and each of the purchasers set forth in Schedule A hereto (each a “Purchaser” and, collectively, the “Purchasers”).