0000950134-07-022802 Sample Contracts

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between THEO B. BEAN, JR., AND THEO B. BEAN, JR., AS TRUSTEE FOR THE THEO B. BEAN, JR. FAMILY TRUST, as Sellers and MISSISSIPPI HUB ACQUISITION COMPANY, LLC, as Buyer Dated as of October 31, 2007

Membership Interest Purchase Agreement • November 5th, 2007 • Energysouth Inc • Natural gas distribution • New York

• Contract Type
  Membership Interest Purchase Agreement
• Filed
  November 5th, 2007
• Company
  Energysouth Inc
• Industry
  Natural gas distribution
• Jurisdiction
  New York

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of October 31, 2007 (this “Agreement”), is entered into by and among Theo B. Bean, Jr. (“Bean”), and Theo B. Bean, Jr., as trustee for The Theo B. Bean, Jr. Family Trust, a South Dakota spendthrift trust (the “Bean Trust”, and together with Bean, each a “Seller” and, collectively, “Sellers”), and Mississippi Hub Acquisition Company, LLC, a Delaware limited liability company (“Buyer”).

PURCHASE AND SALE AGREEMENT by and between BRI-MARSH, L.L.C. and MISSISSIPPI HUB ACQUISITION COMPANY, LLC Dated as of October 31, 2007

Purchase and Sale Agreement • November 5th, 2007 • Energysouth Inc • Natural gas distribution • New York

• Contract Type
  Purchase and Sale Agreement
• Filed
  November 5th, 2007
• Company
  Energysouth Inc
• Industry
  Natural gas distribution
• Jurisdiction
  New York

THIS PURCHASE AND SALE AGREEMENT, dated as of October 31, 2007 (this “Agreement”), is entered into by and between BRI-Marsh, L.L.C., a Louisiana limited liability company (“Seller”), and Mississippi Hub Acquisition Company, LLC, a Delaware limited liability company (“Buyer”).

LIMITED LIABILITY COMPANY AGREEMENT OF MISSISSIPPI HUB ACQUISITION COMPANY, LLC Dated as of October 31, 2007

Limited Liability Company Agreement • November 5th, 2007 • Energysouth Inc • Natural gas distribution • Delaware

• Contract Type
  Limited Liability Company Agreement
• Filed
  November 5th, 2007
• Company
  Energysouth Inc
• Industry
  Natural gas distribution
• Jurisdiction
  Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MISSISSIPPI HUB ACQUISITION COMPANY, LLC, a Delaware limited liability company (the “Company”), dated as of October 31, 2007 (the “Effective Date”) is made by and among the Company and DB PEV GAS, LLC, a Delaware limited liability company (“Drawbridge”), EnergySouth Midstream, Inc., an Alabama corporation (“ESMI”), and, solely in connection with Section 2.9, EnergySouth, Inc. Drawbridge and ESMI are each individually referred to as a “Member” of the Company.