Common Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MID-CON ENERGY GP, LLC (A Delaware Limited Liability Company) Dated as of

Limited Liability Company Agreement • November 18th, 2011 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware

• Contract Type
  Limited Liability Company Agreement
• Filed
  November 18th, 2011
• Company
  Mid-Con Energy Partners, LP
• Industry
  Crude petroleum & natural gas
• Jurisdiction
  Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MID-CON ENERGY GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of __________, 2011, to be effective upon and at the time of the closing of the MLP IPO (as defined below) (the “Effective Time”), by Charles R. Olmstead (the “Initial Member”), S. Craig George, and Jeffrey R. Olmstead. Such parties shall be referenced individually as a “Member” and collectively as “Members.”

FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MEMORIAL PRODUCTION PARTNERS GP LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF

Limited Liability Company Agreement • September 15th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas • Delaware

• Contract Type
  Limited Liability Company Agreement
• Filed
  September 15th, 2011
• Company
  Memorial Production Partners LP
• Industry
  Crude petroleum & natural gas
• Jurisdiction
  Delaware

This Amended and Restated Limited Liability Company Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”) of Memorial Production Partners GP LLC, a Delaware limited liability company (the “Company”), is made and entered into as of , 2011, to be effective upon and at the time of the closing of the MLP IPO (as defined below) (the “Effective Time”), by Memorial Resource Development LLC, a Delaware limited liability company (“Memorial Resource”), Natural Gas Partners VIII, L.P., a Delaware limited partnership (“Fund VIII”), Natural Gas Partners IX, L.P., a Delaware limited partnership (“Fund IX”), and NGP IX Offshore Holdings, L.P., a Delaware limited partnership (“Fund IX Offshore” and, together with Fund VIII and Fund IX, the “Funds”). The parties hereto may be referenced individually as a “Member” or “Party” and collectively as “Members” or “Parties.”