FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 30th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2013, by and between Emerge Energy Services LP, a Delaware limited partnership (the “Partnership”), [AEC Resources LLC, a Delaware limited liability company (“AEC”), Ted W. Beneski, an individual (“Beneski”), Superior Silica Resources LLC, a Delaware limited liability company (“SSR” and, together with AEC and Beneski, the “Insight Holders”), Kayne Anderson Energy Development Company, a Delaware corporation (“KED”), and LBC Sub V, LLC, a Delaware limited liability company (“LBC”).]
EMERGE ENERGY SERVICES, LP FORM OF RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • April 30th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec • Delaware
Pursuant to this Restricted Unit Agreement, dated as of [ ] (the “Agreement”), Emerge Energy Services GP, LLC (the “Company”), as the general partner of Emerge Energy Services LP (the “Partnership”), hereby grants to [ ] (the “Participant”) the following award of Restricted Units (the “Restricted Units”), pursuant and subject to the terms and conditions of this Agreement and the Emerge Energy Services LP 2013 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among EMERGE ENERGY SERVICES LP EMERGE ENERGY SERVICES GP, LLC AEC HOLDINGS LLC DIRECT FUELS PARTNERS, L.P. SUPERIOR SILICA HOLDINGS LLC EMERGE ENERGY SERVICES OPERATING, LLC SUPERIOR...Contribution, Conveyance and Assumption Agreement • April 30th, 2013 • Emerge Energy Services LP • Oil & gas field services, nec
This Contribution, Conveyance and Assumption Agreement, dated as of [ ], 2013 (this “Agreement”), is by and among Emerge Energy Services LP, a Delaware limited partnership (the “Partnership”), Emerge Energy Services GP, LLC, a Delaware limited liability company (the “General Partner”), AEC Holdings LLC, a Delaware limited liability company (“AEC”), Direct Fuels Partners, L.P., a Delaware limited partnership (“DF”), Superior Silica Holdings LLC, a Delaware limited liability company (“SSH,” and, together with AEC and DF, the “Ownership Group”), Emerge Energy Services Operating, a Delaware limited liability company (“OLLC”), Superior Silica Resources, a Delaware limited liability company (“SSR”), Direct Fuels Holdings, LP, a Delaware limited liability partnership (“DF GP”), New Insight Equity Acquisition Partners, LP, a Delaware limited partnership (“New Insight Equity”), the Insight Equity Group (hereinafter defined), and Ted W. Beneski. The above-named entities are sometimes referred to
