MACH NATURAL RESOURCES LP 10,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas
Mach Natural Resources LP, a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives” or “you”) an aggregate of 10,000,000 common units representing limited partner interests in the Partnership (the “Common Units”). Such aggregate of 10,000,000 Common Units to be purchased from the Partnership by the Underwriters are called the “Firm Units”. The Partnership also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Units, at the option of the Underwriters, up to an additional 1,500,000 Common Units (the “Option Units”). The Firm Units and the Option Units are hereinafter referred to collectively as the “Units”.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MACH NATURAL RESOURCES LP A Delaware Limited Partnership Dated as of October 27, 2023Mach Natural Resources Lp • October 27th, 2023 • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MACH NATURAL RESOURCES LP dated as of October 27, 2023, is entered into by and between MACH NATURAL RESOURCES GP LLC, a Delaware limited liability company, as the General Partner, and BCE-MACH AGGREGATOR LLC, a Delaware limited liability company, 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:
CONTRIBUTION AGREEMENT by and among MACH NATURAL RESOURCES LP, MACH NATURAL RESOURCES HOLDCO LLC, MACH NATURAL RESOURCES INTERMEDIATE LLC, and those certain entities and individual persons set forth on Exhibit A and Exhibit B-1 attached hereto, as the...Contribution Agreement • October 27th, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • Delaware
This Contribution Agreement (this “Agreement”) by and among Mach Natural Resources LP, a Delaware limited partnership (the “Partnership”), Mach Natural Resources Holdco LLC, a Delaware limited liability company (“Mach Natural Resources Holdco”), Mach Natural Resources Intermediate LLC, a Delaware limited liability company (“Mach Natural Resources Intermediate”) and those Persons designated as “Holdings Contributors” or “Partnership Contributors” on Exhibit A or Exhibit B-1, respectively (the “Contributors”), is entered into as of 12:01 a.m. (Eastern Time) on October 13, 2023 (the “Execution Date”). The Partnership and each of the Contributors are each referred to herein separately as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LP Agreement (as defined below).
MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN MACH NATURAL RESOURCES GP LLC, MACH NATURAL RESOURCES LP, AND MACH RESOURCES LLCManagement Services Agreement • October 27th, 2023 • Mach Natural Resources Lp • Crude petroleum & natural gas • Texas
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is executed and agreed to as of October 27, 2023 (the “Effective Date”), by and between Mach Natural Resources GP LLC, a Delaware limited liability company (the “General Partner”), Mach Natural Resources, LP, a Delaware limited partnership (“Company” and together with the General Partner, the “Company Parties” and each, a “Company Party”), and Mach Resources LLC, a Delaware limited liability company (“Service Provider”). The General Partner, the Company and Service Provider are hereinafter each referred to as a “Party” and are collectively referred to as the “Parties”.
