At-The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • February 10th, 2015 • PostRock Energy Corp • Crude petroleum & natural gas • New York
PostRock Energy Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC, a Delaware limited liability company (“MLV”), as follows:
PLEDGE AND SECURITY AGREEMENT (QUEST EASTERN RESOURCE LLC)Pledge and Security Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of September 21, 2010, by QUEST EASTERN RESOURCE LLC, a Delaware limited liability company (“Debtor”), whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102, for the benefit of ROYAL BANK OF CANADA (in its capacity as “Administrative Agent” and “Collateral Agent” for the Secured Parties, as such term is defined in the Credit Agreement (hereafter defined)), as “Secured Party,” whose address is Royal Bank Plaza, P.O. Box 50, 200 Bay Street, 12th Floor, South Tower, Toronto, Ontario M5J 2W7.
GUARANTY (Subsidiary)Guaranty • December 17th, 2009 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS GUARANTY (this “Guaranty”), dated as of July 16, 2009 but effective as of May 29, 2009, is made by STP NEWCO, INC., an Oklahoma corporation (the “Guarantor”), in favor of ROYAL BANK OF CANADA, as administrative agent for the “Secured Parties” as defined in the Credit Agreement (hereinafter defined).
SECOND AMENDED AND RESTATED GUARANTY (PostRock Energy Corporation)Guaranty • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS SECOND AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of December 20, 2012, is made by PostRock Energy Corporation, a Delaware corporation (the “Guarantor”), in favor of CITIBANK, N.A., as administrative agent for the Lenders (as defined below).
GUARANTY (PostRock Energy Corporation) (PostRock Energy Services Corporation)Guaranty • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS GUARANTY (this “Guaranty”), dated as of March 5, 2010, is made by PostRock Energy Corporation, a Delaware corporation (“Post-Recombination Parent”), and PostRock Energy Services Corporation, a Nevada corporation, f/k/a Quest Resource Corporation (“Quest Parent”; Post-Recombination Parent and Quest Parent sometimes herein referred to individually as a “Guarantor” and collectively as the “Guarantors”), in favor of ROYAL BANK OF CANADA, as administrative agent for the Lenders (as defined below).
PURCHASE AGREEMENT BY AND AMONG CONSTELLATION ENERGY COMMODITIES GROUP, INC. AND CONSTELLATION ENERGY PARTNERS HOLDINGS, LLC AS SELLING PARTIES AND POSTROCK ENERGY CORPORATION AS BUYERPurchase Agreement • August 12th, 2011 • PostRock Energy Corp • Crude petroleum & natural gas • New York
This PURCHASE AGREEMENT, dated as of August 8, 2011 (this “Agreement”), is entered into by and among Constellation Energy Commodities Group, Inc., a Delaware corporation (“CECG”), Constellation Energy Partners Holdings, LLC, a Delaware limited liability company (“CEPH” and, together with CECG, the “Selling Parties”) and PostRock Energy Corporation, a Delaware corporation (“Buyer”).
POSTROCK ENERGY CORPORATIONRestricted Share Award Agreement • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This Restricted Share Award Agreement (the “Agreement”) is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [ ] (“Participant”).
PURCHASE AGREEMENT BY AND AMONG CONSTELLATION ENERGY COMMODITIES GROUP, INC. AND CONSTELLATION ENERGY PARTNERS HOLDINGS, LLC AS SELLING PARTIES AND CONSTELLATION ENERGY PARTNERS MANAGEMENT, LLC AND POSTROCK ENERGY CORPORATION AS BUYER PARTIESPurchase Agreement • December 23rd, 2011 • PostRock Energy Corp • Crude petroleum & natural gas • New York
This PURCHASE AGREEMENT, dated as of December 19, 2011 (this “Agreement”), is entered into by and among Constellation Energy Commodities Group, Inc., a Delaware corporation (“CECG”), Constellation Energy Partners Holdings, LLC, a Delaware limited liability company (“CEPH” and, together with CECG, the “Selling Parties”), and Constellation Energy Partners Management, LLC, a Delaware limited liability company (“CEPM”), and PostRock Energy Corporation, a Delaware corporation (“PostRock” and, together with CEPM the “Buyer Parties”).
POSTROCK ENERGY CORPORATIONStock Option Award Agreement • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This Option Award Agreement (the “Agreement”) dated [ ], 20 , is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [ ] (“Participant”).
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2012 • PostRock Energy Corp • Crude petroleum & natural gas
This Amendment No. 1, dated February 9, 2012 (this “Amendment”), to the First Amended and Restated Registration Rights Agreement dated as of August 8, 2011 (the “Agreement”), by and among PostRock Energy Corporation, a Delaware corporation (together with any successor entity thereto, the “Corporation”), White Deer Energy L.P., a Cayman Islands exempted limited partnership (“White Deer”), White Deer Energy TE L.P., a Cayman Islands exempted limited partnership (“White Deer TE”) and White Deer Energy FI L.P. a Cayman Islands exempted limited partnership (together with White Deer and White Deer TE, the “White Deer Stockholders”) and Constellation Energy Commodities Group, Inc., a Delaware corporation, is made by and among the Corporation and the White Deer Stockholders in accordance with Section 9(b) of the Agreement.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Among POSTROCK ENERGY SERVICES CORPORATION, as a Borrower, POSTROCK MIDCONTINENT PRODUCTION, LLC, as a Borrower, ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent and The Lenders Party...Credit Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of September 21, 2010, among POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation formerly known as Quest Resource Corporation and successor by merger to Quest Resource Acquisition Corp., PostRock Midstream, LLC (the successor by merger to Quest Midstream Partners, L.P. and Quest Midstream GP, LLC), Quest Cherokee Oilfield Service, LLC, Quest Mergersub, Inc., Quest Midstream Holdings Corp., Quest Energy Service, LLC and Energy & Midstream Partners JV, LLC (“PESC”), POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company formerly known as Bluestem Pipeline, LLC, and successor by merger to Quest Cherokee, LLC and to a related entity known as PostRock MidContinent Production, LLC formerly known as Quest Energy Partners, L.P. (“MidContinent”; and together with PESC, collectively, the “Borrowers” and individually a “Borrower”), each lender from time to time party hereto (collectively, the “Lende
SETTLEMENT AGREEMENTSettlement Agreement • April 4th, 2014 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This Settlement Agreement (“Agreement”) is made and entered into as of this 31st day of March, 2014 by (1) Plaintiffs Constellation Energy Partners Management, LLC (“CEPM”), Gary M. Pittman, and John R. Collins (collectively, “Plaintiffs”); (2) Defendants Stephen R. Brunner, Richard S. Langdon, Richard H. Bachmann, John N. Seitz, and Constellation Energy Partners LLC (“CEP” and collectively, the “CEP Defendants”); (3) Defendants Sanchez Oil & Gas Corporation (“SOG”), Sanchez Energy Partners I, LP (“SEPI”), Antonio R. Sanchez III, and Gerald F. Willinger (collectively, the “Sanchez Defendants” and with the CEP Defendants, the “Defendants”); (4) PostRock Energy Corporation (“PostRock”); and (5) White Deer Management LLC, White Deer Energy L.P., and Thomas J. Edelman (collectively, the “White Deer Parties”). Plaintiffs, the CEP Defendants, the Sanchez Defendants, PostRock and the White Deer Parties are collectively referred to as the “Settling Parties.” The White Deer Parties are parties
ASSIGNMENT AND AMENDMENT AGREEMENTAssignment and Amendment Agreement • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas
This ASSIGNMENT AND AMENDMENT AGREEMENT (this “Agreement”), by and among Quest Resource Corporation (“QRC”), PostRock Energy Corporation (“PostRock”), and David Lawler (“Employee”), effective as of the date of the consummation of the transactions contemplated by the Agreement and Plan of Merger dated July 2, 2009, among PostRock, QRC, Quest Midstream Partners, L.P., QuestEnergy Partners, L.P., Quest Midstream GP, LLC, Quest Energy GP, LLC, Quest Resource Acquisition Corp., Quest Energy Acquisition, LLC, and Quest Midstream Acquisition, LLC, as amended (the “Effective Date”) (such transactions collectively, the “Recombination”), is an amendment to, and assignment of, that certain Employment Agreement by and between QRC and Employee dated April 10, 2007 and thereafter amended (the “Employment Agreement”).
POSTROCK ENERGY CORPORATION 2010 LONG-TERM INCENTIVE PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • November 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This Option Award Agreement (the “Agreement”) dated [ ], 20 , is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [ ] (“Participant”).
ASSET SALE AGREEMENT (PostRock Energy Corporation)Asset Sale Agreement • January 24th, 2011 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS ASSET SALE AGREEMENT (this “Agreement”), dated as of September 21, 2010, is made by and between POSTROCK ENERGY CORPORATION, a Delaware corporation (the “Company”), and ROYAL BANK OF CANADA, as Lender (as defined below).
Securities Purchase Agreement Dated December 17, 2012 among PostRock Energy Corporation, White Deer Energy L.P., White Deer Energy TE L.P. and White Deer Energy FI L.P.Securities Purchase Agreement • December 21st, 2012 • PostRock Energy Corp • Crude petroleum & natural gas • New York
SECURITIES PURCHASE AGREEMENT, dated December 17, 2012 (this “Agreement”), by and among PostRock Energy Corporation, a Delaware corporation (the “Company”), White Deer Energy L.P., a Cayman Islands exempted limited partnership (“White Deer”), White Deer Energy TE L.P., a Cayman Islands exempted limited partnership (“White Deer TE”) and White Deer Energy FI L.P. a Cayman Islands exempted limited partnership (together with White Deer and White Deer TE, the “Investors” and each an “Investor”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Among POSTROCK ENERGY SERVICES CORPORATION, as a Borrower, POSTROCK MIDCONTINENT PRODUCTION, LLC, as a Borrower, CITIBANK, N.A., as Administrative Agent and Collateral Agent and The Lenders Party Hereto...Credit Agreement • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 20, 2012, among POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation (“PESC”), POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company (“MidContinent”; and together with PESC, collectively, the “Borrowers” and individually a “Borrower”), CITIBANK, N.A., individually and as successor Administrative Agent and Collateral Agent (in such capacities the “Successor Administrative Agent”, “Administrative Agent” and “Collateral Agent”), and as successor L/C Issuer, ROYAL BANK OF CANADA, as prior administrative agent, collateral agent and L/C Issuer (in such capacities, the “Original Administrative Agent”, “Original Collateral Agent” and “Original L/C Issuer”), and each of the New Lenders (herein defined) that is a signatory hereto or which becomes a signatory hereto pursuant to Section 10.07.
POSTROCK ENERGY CORPORATIONDirector Restricted Share Unit Award Agreement • May 11th, 2012 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This Director Restricted Share Unit Award Agreement (the “Agreement”) dated [ ], 2012, is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [ ] (“Participant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 5, 2010, by and among PostRock Energy Corporation, a Delaware corporation (together with any successor entity thereto, the “Company”), and each of the stockholders listed on the signature pages hereto, each of which is referred to in this Agreement as a “Stockholder”.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 8th, 2012 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is entered into as of May 31, 2012, among POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation (“PESC”), POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company (“MidContinent”; and together with PESC, collectively, the “Borrowers” and individually a “Borrower”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Credit Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively) and the undersigned Lenders comprising Required Lenders.
AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2012 • PostRock Energy Corp • Crude petroleum & natural gas
This Amendment No. 3, dated December 20, 2012 (this “Amendment”), to the First Amended and Restated Registration Rights Agreement dated as of August 8, 2011 (as amended from time to time, the “Agreement”), by and among PostRock Energy Corporation, a Delaware corporation (together with any successor entity thereto, the “Corporation”), White Deer Energy L.P., a Cayman Islands exempted limited partnership (“White Deer”), White Deer Energy TE L.P., a Cayman Islands exempted limited partnership (“White Deer TE”) and White Deer Energy FI L.P. a Cayman Islands exempted limited partnership (together with White Deer and White Deer TE, the “White Deer Stockholders”) and Constellation Energy Commodities Group, Inc., a Delaware corporation, is made by and among the Corporation and the White Deer Stockholders in accordance with Section 9(b) of the Agreement.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTSecond Amended and Restated Credit Agreement • December 17th, 2009 • PostRock Energy Corp • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) is entered into as of December 17, 2009, among QUEST RESOURCE CORPORATION, a Nevada corporation (the “Borrower”), the Guarantors listed on the signature pages hereto, ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Credit Agreement (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively), and as the Lender.
FIRST LIEN SENIOR PLEDGE AND SECURITY AGREEMENT dated as of March 5, 2010 of POSTROCK ENERGY SERVICES CORPORATION (F/K/A QUEST RESOURCE CORPORATION) in favor of ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT PURSUANT TO AMENDED AND...First Lien Senior Pledge and Security Agreement • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS FIRST LIEN SENIOR PLEDGE AND SECURITY AGREEMENT (herein referred to as this “Security Agreement”) is executed as of March 5, 2010, by POSTROCK ENERGY SERVICES CORPORATION (f/k/a QUEST RESOURCE CORPORATION), a Nevada corporation (“Debtor”), whose address is 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102, for the benefit of ROYAL BANK OF CANADA (in its capacity as “Administrative Agent” and “Collateral Agent” for the Lenders (hereafter defined)), as “Secured Party,” whose address is Royal Bank Plaza, P.O. Box 50, 200 Bay Street, 12th Floor, South Tower, Toronto, Ontario M5J 2W7.
POSTROCK ENERGY CORPORATIONStock Option Award Agreement • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This Option Award Agreement (the “Agreement”) is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [ ] (“Participant”).
QUEST RESOURCE CORPORATION 2005 OMNIBUS STOCK AWARD PLAN NONQUALIFIED STOCK OPTION AGREEMENT (Non-Employee Director)Nonqualified Stock Option Agreement • December 17th, 2009 • PostRock Energy Corp • Crude petroleum & natural gas • Oklahoma
As a director of Quest Resource Corporation (the “Company”), you have been granted an option (the “Option”) to purchase common shares, $0.01 par value per share, of Quest Resource Corporation (“Shares”), subject to the terms and conditions of the Quest Resource Corporation 2005 Omnibus Stock Award Plan (the “Plan”) and the Option Award Agreement between you and the Company, attached as Exhibit A, as follows:
FIRST AMENDED AND RESTATED REGISTRATION AND INVESTOR RIGHTS AGREEMENTRegistration and Investor Rights Agreement • August 12th, 2011 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This First Amended and Restated Registration and Investor Rights Agreement (this “Agreement”) is made and entered into as of August 8, 2011, by and among PostRock Energy Corporation, a Delaware corporation (together with any successor entity thereto, the “Corporation”), White Deer Energy L.P., White Deer Energy TE L.P., White Deer Energy FI L.P., each a Cayman Islands exempted limited partnership (together, the “White Deer Stockholders”) and Constellation Energy Commodities Group, Inc., a Delaware corporation (“CECG” and, together with the White Deer Stockholders, the “Stockholders”).
Amendment No. 1 to At-The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • August 29th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas • New York
LOAN TRANSFER AGREEMENTLoan Transfer Agreement • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
This LOAN TRANSFER AGREEMENT (this “Agreement”) is dated as of September 21, 2010, by and among POSTROCK MIDCONTINENT PRODUCTION, LLC, a Delaware limited liability company (“PMP”), successor by merger to Quest Cherokee, LLC, a Delaware limited liability company (“Quest Cherokee”) and to a related entity known as PostRock MidContinent Production, LLC, formerly known as Quest Energy Partners, L.P. (“QELP”), POSTROCK ENERGY SERVICES CORPORATION, a Delaware corporation (“PESC”), formerly known as Quest Resource Corporation (“Initial Co-Borrower”) and successor by merger to Quest Cherokee Oilfield Service, LLC, a Delaware limited liability company (“QCOS”; QCOS, QELP, PESC, STP Newco, Inc., an Oklahoma corporation, and PostRock Energy Corporation, a Delaware corporation, collectively called the “Guarantors” and individually a “Guarantor”), ROYAL BANK OF CANADA, as administrative agent and collateral agent for the Second Lien Lenders (defined below) under the Second Lien Amended Credit Agree
AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2012 • PostRock Energy Corp • Crude petroleum & natural gas
This Amendment No. 2, dated August 1, 2012 (this “Amendment”), to the First Amended and Restated Registration Rights Agreement dated as of August 8, 2011 (the “Agreement”), by and among PostRock Energy Corporation, a Delaware corporation (together with any successor entity thereto, the “Corporation”), White Deer Energy L.P., a Cayman Islands exempted limited partnership (“White Deer”), White Deer Energy TE L.P., a Cayman Islands exempted limited partnership (“White Deer TE”) and White Deer Energy FI L.P. a Cayman Islands exempted limited partnership (together with White Deer and White Deer TE, the “White Deer Stockholders”) and Constellation Energy Commodities Group, Inc., a Delaware corporation, is made by and among the Corporation and the White Deer Stockholders in accordance with Section 9(b) of the Agreement.
POSTROCK ENERGY CORPORATIONDirector Restricted Share Unit Award Agreement • May 11th, 2012 • PostRock Energy Corp • Crude petroleum & natural gas • Delaware
This Director Restricted Share Unit Award Agreement (the “Agreement”) dated [ ], 2012, is made by and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and [ ] (“Participant”).
THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN ADOPTION AGREEMENTAdoption Agreement • May 9th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas
THIS AGREEMENT is the adoption by PostRock Energy Services Corporation (the “Company”) of the Executive Nonqualified Excess Plan (“Plan”).
MASTER ASSIGNMENT AND ASSUMPTIONMaster Assignment and Assumption • March 12th, 2013 • PostRock Energy Corp • Crude petroleum & natural gas
This Master Assignment and Assumption (the “Master Assignment and Assumption”) is dated as of December 20, 2012 (the “Effective Date”), and is entered into by and between the Assignors (as defined below) and the Assignees (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Existing Credit Agreement or the Amended and Restated Credit Agreement identified below. The Standard Terms and Conditions set forth in Annex I attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Master Assignment and Assumption as if set forth herein in full.
PREFERRED STOCK EXCHANGE AGREEMENTPreferred Stock Exchange Agreement • October 10th, 2014 • PostRock Energy Corp • Crude petroleum & natural gas • New York
This Preferred Stock Exchange Agreement (this “Agreement”) is made and entered into this 9th day of October, 2014, by and between PostRock Energy Corporation, a Delaware corporation (“PostRock”) and White Deer Energy L.P., a Cayman Islands exempted limited partnership, White Deer Energy TE L.P., a Cayman Islands exempted limited partnership, and White Deer Energy FI L.P., a Cayman Islands exempted limited partnership (collectively, “White Deer” and together with PostRock, the “Parties” and each individually, a “Party”).
RELEASE AND TERMINATION OF GUARANTIES, PLEDGE AND SECURITY AGREEMENTS AND ACCOUNT CONTROL AGREEMENTSRelease and Termination of Guaranties, Pledge and Security Agreements and Account Control Agreements • September 23rd, 2010 • PostRock Energy Corp • Crude petroleum & natural gas • New York
THIS RELEASE AND TERMINATION OF GUARANTIES, PLEDGE AND SECURITY AGREEMENTS AND ACCOUNT CONTROL AGREEMENTS (this “Release”) by Royal Bank of Canada, as administrative agent and collateral agent (the “Releasing Party”), is effective as of September 21, 2010 (the “Effective Date”) and is made in favor of, and for the benefit of, each of Quest Eastern Resource LLC, a Delaware limited liability company (“Quest Eastern”), PostRock Energy Services Corporation, a Delaware corporation formerly known as Quest Resource Corporation and successor in interest by merger to Quest Mergersub, Inc. and Quest Energy Service, LLC (“PostRock”) and PostRock MidContinent Production, LLC, a Delaware limited liability company and successor in interest by merger to Quest Oil & Gas, LLC (“MidContinent”).
ASSIGNMENT AND AMENDMENT AGREEMENTEmployment Agreement • March 10th, 2010 • PostRock Energy Corp • Crude petroleum & natural gas
This ASSIGNMENT AND AMENDMENT AGREEMENT (this “Agreement”), by and among Quest Resource Corporation (“QRC”), PostRock Energy Corporation (“PostRock”), and Richard Marlin (“Employee”), effective as of the date of the consummation of the transactions contemplated by the Agreement and Plan of Merger dated July 2, 2009, among PostRock, QRC, Quest Midstream Partners, L.P., QuestEnergy Partners, L.P., Quest Midstream GP, LLC, Quest Energy GP, LLC, Quest Resource Acquisition Corp., Quest Energy Acquisition, LLC, and Quest Midstream Acquisition, LLC, as amended (the “Effective Date”) (such transactions collectively, the “Recombination”), is an amendment to, and assignment of, that certain Employment Agreement by and between QRC and Employee dated March 21, 2007 (the “Employment Agreement”).
