New Source Energy Partners L.P. Sample Contracts

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEW SOURCE ENERGY PARTNERS L.P.
Limited Partnership Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEW SOURCE ENERGY PARTNERS L.P. dated as of February 13, 2013, is entered into by and between New Source Energy GP LLC, a Delaware limited liability company, as the General Partner, and New Source Energy Corporation, a Delaware corporation, 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:

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CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2013 AMONG NEW SOURCE ENERGY PARTNERS L.P., AS BORROWER, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO LEAD ARRANGER AND SOLE BOOKRUNNER BMO CAPITAL MARKETS
Credit Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Texas

THIS CREDIT AGREEMENT dated as of February 13, 2013 is among: New Source Energy Partners L.P., a Delaware limited partnership (the “Borrower”); each of the Lenders from time to time party hereto; and Bank of Montreal (in its individual capacity, “BMO”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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CREDIT AGREEMENT DATED AS OF FEBRUARY , 2013 AMONG NEW SOURCE ENERGY PARTNERS L.P., AS BORROWER, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO LEAD ARRANGER AND SOLE BOOKRUNNER BMO CAPITAL MARKETS
Credit Agreement • January 30th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Texas

THIS CREDIT AGREEMENT dated as of February , 2013 is among: New Source Energy Partners L.P., a Delaware limited partnership (the “Borrower”); each of the Lenders from time to time party hereto; and Bank of Montreal (in its individual capacity, “BMO”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MCE, LP
Limited Partnership Agreement • 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:

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEW SOURCE ENERGY PARTNERS L.P.
Limited Partnership Agreement • May 14th, 2015 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEW SOURCE ENERGY PARTNERS L.P. dated as of May 8, 2015, is entered into at the direction of the Board of Directors of New Source Energy GP LLC, a Delaware limited liability company and the general partner of New Source Energy Partners L.P., a Delaware limited partnership, pursuant to authority granted to it in Section 13.1 of the First Amended and Restated Agreement of Limited Partnership of New Source Energy Partners L.P., dated as of February 13, 2013, as amended to date. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas

This Indemnification Agreement (this “Agreement”) is made and entered into as of this day of , 2013, by and among New Source Energy GP, LLC, a Delaware limited liability company (the “General Partner”); New Source Energy Partners L.P., a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”); and [DIRECTOR’S NAME] (“Indemnitee”). Each of the defined terms used in this Agreement shall have the definition set forth in Section 14 of this Agreement.

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CONTRIBUTION AGREEMENT BETWEEN CEU PARADIGM, LLC AND NEW SOURCE ENERGY PARTNERS L.P.
Contribution Agreement • February 5th, 2014 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Oklahoma

This Contribution Agreement (this “Agreement”) is dated as of January 31, 2014, by and between CEU Paradigm, LLC, a Delaware limited liability company (“Grantor”), and New Source Energy Partners L.P., a Delaware limited partnership (“Grantee”). Grantor and Grantee are collectively referred to herein as the “Parties” and individually referred to as a “Party.”

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW SOURCE ENERGY GP, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF FEBRUARY 13, 2013
Limited Liability Company Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Delaware

This Amended and Restated Limited Liability Company Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”) of New Source Energy GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of February 13, 2013, to be effective upon and at the time of the closing of the MLP IPO (as defined below) (the “Effective Time”), by New Source Energy Corporation, a Delaware corporation (“New Source Energy”), the David J. Chernicky Trust (the “Chernicky Trust”), and Deylau, LLC, a Delaware limited liability company (“Deylau”). The parties hereto may be referenced individually as a “Member” or “Party” and collectively as “Members” or “Parties.”

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LIMITED LIABILITY COMPANY AGREEMENT OF NEW SOURCE ENERGY GP, LLC a Delaware limited liability company
Limited Liability Company Agreement • January 11th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of August 9, 2012 (this “Agreement”), is adopted, executed and agreed to by New Source Energy Corporation, a Delaware corporation (the “Sole Member”).

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3,000,000 Common Units NEW SOURCE ENERGY PARTNERS L.P. Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • April 29th, 2014 • New Source Energy Partners L.P. • Crude petroleum & natural gas • New York

NEW SOURCE ENERGY PARTNERS L.P., a Delaware limited partnership (the “Partnership”) confirms its agreements with the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, with respect to the issuance and sale by the Partnership of a total of 3,000,000 common units of the Partnership (the “Firm Units”), each representing a limited partner interest in the Partnership (the “Common Units”). The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I. The Partnership also proposes to grant to the Underwriters an option to purchase up to an additional 450,000 Common Units to cover over-allotments, if any (the “Option Units”). The Firm Units and the Option Units are hereinafter collectively referred to as the “Units.”

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OMNIBUS AGREEMENT BY AND AMONG NEW SOURCE ENERGY CORPORATION, NEW SOURCE ENERGY GP, LLC, AND NEW SOURCE ENERGY PARTNERS L.P.
Omnibus Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas

This Omnibus Agreement is entered into on, and effective as of, February 13, 2013 (the “Closing Date”), and is by and among New Source Energy Partners L.P., a Delaware limited partnership (the “MLP”), New Source Energy GP, LLC, a Delaware limited liability company and the general partner of the MLP (the “General Partner”) and New Source Energy Corporation, a Delaware corporation (“New Source Energy”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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NEW SOURCE ENERGY PARTNERS L.P. LONG TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT (Time-Based Vesting)
Restricted Unit Agreement • February 12th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Delaware

This Restricted Unit Agreement (this “Agreement”) is made as of [Date] between New Source Energy Partners L.P., a Delaware limited partnership (the “Partnership”), and (the “Employee”) pursuant to the terms and conditions of the New Source Energy Partners L.P. Long Term Incentive Plan (the “Plan”). The Employee acknowledges receipt of a copy of the Plan, and agrees that the terms and provisions of the Plan, including any future amendments thereto, shall be deemed a part of this Agreement as if fully set forth herein. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.

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CREDIT AGREEMENT DATED AS OF MARCH 10, 2014
Credit Agreement • May 15th, 2014 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Texas

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”) dated as of March 10, 2014, 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”).

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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, 2013
Option 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”).

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CONTRIBUTION AGREEMENT by and among NEW SOURCE ENERGY PARTNERS L.P. (“ACQUIRER”) AND BRIAN N. AUSTIN ROD’S HOLDINGS, LLC ERICK’S HOLDINGS, LLC (“CONTRIBUTORS”) dated as of June 26, 2014
Contribution Agreement • July 1st, 2014 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Oklahoma

This CONTRIBUTION AGREEMENT, dated as of June 26, 2014 (this “Agreement”), is entered into by and among NEW SOURCE ENERGY PARTNERS L.P., a Delaware limited partnership (“Acquirer”), and J. MARK SNODGRASS, an individual residing in Kingfisher, Oklahoma (“Mr. Snodgrass”), BRIAN N. AUSTIN, an individual residing in Kingfisher, Oklahoma (“Mr. Austin”), ROD’S HOLDINGS, LLC, a Delaware limited liability company (“RPS Holdings”) and ERICK’S HOLDINGS, LLC, an Delaware limited liability company (“EFS Holdings” and collectively with Mr. Snodgrass, Mr. Austin and RPS Holdings, “Contributors” and each a “Contributor”). Contributors and Acquirer are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.

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PURCHASE AGREEMENT DATED AS OF APRIL 27, 2015 AMONG DEYLAU, LLC, 2100 ENERGY LLC AND NEW SOURCE ENERGY PARTNERS L.P.
Purchase Agreement • April 30th, 2015 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Delaware

Purchase Agreement, dated as of April 27, 2015 (this “Agreement”), among Deylau, LLC, a Delaware limited liability company (“Seller”), 2100 Energy LLC, an Oklahoma limited liability company (“Purchaser”), and, solely for purposes of Sections 1.6, 4.1, 4.3, 4.5, 4.9, 4.10, 5.3 and Article 6 hereof, New Source Energy Partners L.P., a Delaware limited partnership (“NSLP”).

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CREDIT AGREEMENT Dated as of May 1, 2015
Credit Agreement • May 4th, 2015 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Texas

THIS EIGHTH amendment to Credit Agreement (this “Eighth Amendment”) dated as of May 1, 2015, 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”).

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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, 2013
Contribution 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”).

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FIRST AMENDMENT TO GOLDEN LANE PARTICIPATION AGREEMENT
Golden Lane Participation Agreement • January 25th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas

This First Amendment to Golden Lane Participation Agreement (this “First Amendment”) is dated as of the day of October, 2007 by and between New Dominion, L.L.C., an Oklahoma limited liability company (“NDL”), Scintilla, L.L.C., an Oklahoma limited liability company (“Scintilla”), North Paradigm Partners, L.P. North Paradigm Partners II, L.P., North Paradigm Partners III-A, L.P., North Paradigm Partners III-B, L.P. (all Delaware limited partnerships), and the Michael Greer and Vickie Greer Family Trust dated January 10, 2007 (collectively the “NPP Group”), and CEU Paradigm, LLC, a Delaware limited liability company (“CEU,” and, collectively with Scintilla and the NPP Group, the “Participants”).

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DEVELOPMENT AGREEMENT
Development Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas

This Development Agreement is entered into on, and effective as of, February 13, 2013 (the “Closing Date”), and is 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”), New Source Energy Corporation, a Delaware corporation (“New Source Energy”), and New Dominion, LLC, an Oklahoma limited liability company (“New Dominion”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG NEW SOURCE ENERGY CORPORATION, NEW SOURCE ENERGY GP, LLC, AND NEW SOURCE ENERGY PARTNERS L.P.
Contribution, Conveyance and Assumption Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Oklahoma

This Contribution, Conveyance and Assumption Agreement (this “Agreement”), dated as of February 13, 2013, is entered into by and among New Source Energy Corporation, a Delaware corporation (“New Source Energy”); New Source Energy Partners, L.P. (the “Partnership”), a Delaware limited partnership; and New Source Energy GP, LLC (the “General Partner”), a Delaware limited liability company. 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 meaning assigned to such terms in Article I.

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GOLDEN LANE PARTICIPATION AGREEMENT
Participation Agreement • January 25th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Oklahoma

THIS AGREEMENT (“Agreement”) is between New Dominion, L.L.C., designated and referred to as “Operator,” and the signatory party or parties other than Operator, sometimes referred to individually as “Non-Operator,” and collectively as “Non-Operators.”

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THIRD AMENDMENT TO CREDIT AGREEMENT Dated as of October 29, 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 HERETO
Credit Agreement • November 4th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Texas

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of October 29, 2013, is among NEW SOURCE ENERGY PARTNERS L.P., a Delaware limited partnership, (the “Borrower”); New Source Energy Corporation, a Delaware corporation (the “Parent” and collectively with the Borrower, the “Obligors”); 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”).

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PURCHASE AND SALE AGREEMENT BETWEEN SCINTILLA, LLC AND NEW SOURCE ENERGY PARTNERS L.P.
Purchase and Sale Agreement • July 29th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Oklahoma

This Purchase and Sale Agreement (this “Agreement”) is dated as of July 23, 2013, by and between Scintilla, LLC, an Oklahoma limited liability company (“Seller”), and New Source Energy Partners L.P., a Delaware limited partnership (“Buyer”). Seller and Buyer are collectively referred to herein as “Parties” and individually referred to as a “Party.”

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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 HERETO
Credit 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”).

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FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • January 25th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment and Assumption Agreement”) is made and entered into effective on January [—], 2013 (“Effective Date”), by and between New Source Energy Partners L.P., a Delaware limited partnership (“Assignee”) and New Source Energy Corporation, a Delaware corporation (“Assignor”). The Assignee and the Assignor are referred to herein individually as a “Party” and collectively as the “Parties.”

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FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of February 28, 2013 AMONG NEW SOURCE ENERGY PARTNERS L.P., AS BORROWER, BANK OF MONTERAL AS ADMINISTRATIVE AGENT, ASSOCIATED BANK, N.A., AS SYNDICATION AGENT, AND THE LENDERS PARTY HERETO
Credit Agreement • March 6th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Texas

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) dated as of February 28, 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”).

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NEW SOURCE ENERGY PARTNERS L.P. Common Units Representing Limited Partner Interests EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • October 6th, 2014 • New Source Energy Partners L.P. • Crude petroleum & natural gas • New York

New Source Energy Partners L.P., a Delaware limited partnership (the “Partnership”), confirms its agreement (this “Agreement”) with BMO Capital Markets Corp., a Delaware corporation (“BMOCM”), with respect to the issuance and sale from time to time by the Partnership of common units representing limited partner interests in the Partnership (the “Common Units”), having an aggregate offering price of up to $50,000,000 (the “Maximum Amount”) through or to BMOCM, as sales agent or principal, on the terms and subject to the conditions set forth in this Agreement.

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SECOND AMENDMENT TO CREDIT AGREEMENT Dated as of June 25, 2013 among NEW SOURCE ENERGY PARTNERS L.P., as Borrower, BANK OF MONTERAL as Administrative Agent, ASSOCIATED BANK, N.A., as Syndication Agent, and THE LENDERS PARTY HERETO
Credit Agreement • June 28th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Texas

THIS SECOND Amendment to Credit Agreement (this “Second Amendment”) dated as of June 25, 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”).

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • January 25th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment and Assumption Agreement”) is made and entered into effective on August 12, 2011 (“Effective Date”), by and between New Source Energy Corporation, a Delaware corporation (“Assignee”), and Scintilla, LLC, an Oklahoma limited liability company (“Assignor”). The Assignee and the Assignor are referred to herein individually as a “Party” and collectively as the “Parties.”

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AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEW SOURCE ENERGY PARTNERS L.P. NOVEMBER 12, 2013
First Amended and Restated Agreement of Limited Partnership • November 18th, 2013 • New Source Energy Partners L.P. • 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.

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EXCHANGE AGREEMENT
Exchange Agreement • April 30th, 2015 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Delaware

THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into to be effective for all purposes as of April 27, 2015 (the “Effective Date”), by and between New Source Energy Partners L.P., a Delaware limited partnership (the “Partnership”), and New Source Energy GP, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner”).

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COMMON UNIT PURCHASE AGREEMENT by and among NEW SOURCE ENERGY PARTNERS L.P. and GOLDMAN SACHS MLP INCOME OPPORTUNITIES FUND December 17, 2013
Common Unit Purchase Agreement • December 23rd, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • New York

COMMON UNIT PURCHASE AGREEMENT, dated as of December 17, 2013 (this “Agreement”), by and among New Source Energy Partners L.P., a Delaware limited partnership (the “Partnership”), and Goldman Sachs MLP Income Opportunities Fund (“Purchaser”).

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • February 15th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment and Assumption Agreement”) is made and entered into effective on February 13, 2013 (“Effective Date”), by and between New Source Energy Partners L.P., a Delaware limited partnership (“Assignee”) and New Source Energy Corporation, a Delaware corporation (“Assignor”). The Assignee and the Assignor are referred to herein individually as a “Party” and collectively as the “Parties.”

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AMENDMENT NO. 2 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW SOURCE ENERGY GP, LLC
Limited Liability Company Agreement • April 30th, 2015 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Delaware

This Amendment No. 2 (“Amendment”) to the Amended and Restated Limited Liability Company Agreement dated February 13, 2013, as amended by the First Amendment thereto, dated March 15, 2013 (as amended, the “Agreement”), of New Source Energy GP, LLC, a Delaware limited liability company (the “Company”) is made and entered into as of April 27, 2015 by Deylau, LLC, a Delaware limited liability company (“Deylau”). Capitalized terms used herein but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

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