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2 similar Underwriting Agreement contracts by Abraxas Energy Partners LP

ABRAXAS ENERGY PARTNERS, L.P. [ ] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • April 9th, 2009 • Abraxas Energy Partners LP • Crude petroleum & natural gas • Texas

The undersigned, Abraxas Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Abraxas Operating, LLC, a Texas limited liability company (the “Operating Company”), Abraxas General Partner, LLC, a Delaware limited liability company (the “General Partner”) and Abraxas Energy Investments, LLC, a Texas limited liability company (“Investments”), hereby address you as the “Representative” and hereby confirm their agreement with the several Underwriters named in Schedule I hereto (the “Underwriters”). The Partnership, the Operating Company, the General Partner, and Investments are collectively referred to herein as the “Abraxas Parties.” The Partnership, the General Partner and the Operating Company are referred to collectively herein as the “Partnership Entities.”

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ABRAXAS ENERGY PARTNERS, L.P. 3,150,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • September 10th, 2008 • Abraxas Energy Partners LP • Crude petroleum & natural gas • Texas

RBC Capital Markets Corporation As Representative of the Several Underwriters Named in Schedule I hereto One Liberty Plaza, 165 Broadway New York, NY 10006-1404

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