STAKEHOLDERS’ AGREEMENTStakeholders’ Agreement • September 30th, 2010 • QR Energy, LP • Delaware
This STAKEHOLDERS’ AGREEMENT (this “Agreement”) is dated as of September 29, 2010, and is made by and among QR Energy, LP, (“QR Energy”), Quantum Resources A1, LP (“QRA”), Quantum Resources B, LP (“QRB”), Quantum Resources C, LP (“QRC” and together with QRA and QRB, the “Funds”), QAB Carried WI, LP (“QAB”) and QAC Carried WI, LP (“QAC”), each a Delaware limited partnership, and Black Diamond Resources, LLC a Delaware limited liability company (“Black Diamond” and together with QRA, QRB, QRC, QAB and QAC, the “Property Contributors”) Terms that are capitalized but not defined shall have the meanings assigned to such terms in Article I of this Agreement.
AGREEMENT OF LIMITED PARTNERSHIP OF QR ENERGY, LPAgreement • September 30th, 2010 • QR Energy, LP • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of September 28, 2010 (this “Agreement”), is made, executed and agreed to by QRE GP, LLC, a Delaware limited liability company, as general partner, and The Quantum Aspect Partnership, LP, a Delaware limited partnership, as Organizational Limited Partner.
LIMITED LIABILITY COMPANY AGREEMENT OF QRE GP, LLC a Delaware limited liability companyLimited Liability Company Agreement • September 30th, 2010 • QR Energy, LP • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of QRE GP, LLC, dated as of September 28, 2010 (this “Agreement”), is made, executed and agreed to by QR Holdings (QRE), LLC and QR Energy Holdings, LLC (each referred to individually as a “Member” and collectively as the “Members”).
