0001047469-13-007526 Sample Contracts

Employment Agreement
Employment Agreement • July 12th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • Texas

This Employment Agreement (the “Agreement”), dated as of , 2013 (the “Effective Date”), is made by and between Athlon Holdings LP, a Delaware limited partnership (together with any successor thereto, the “Company”), and (the “Employee”) (collectively referred to herein as the “Parties”).

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ATHLON HOLDINGS LP A Delaware Limited Partnership Dated as of , 2013
Limited Partnership Agreement • July 12th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • Delaware

This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of ATHLON HOLDINGS LP (the “Partnership”) is entered into by and among Athlon Holdings GP LLC, as the sole general partner (the “General Partner”), and the Limited Partners (as defined below) set forth on Schedule A hereto, as of , 2013 (the “Effective Date”).

Employment Agreement
Employment Agreement • July 12th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • Texas

This Employment Agreement (the “Agreement”), dated as of , 2013 (the “Effective Date”), is made by and between Athlon Holdings LP, a Delaware limited partnership (together with any successor thereto, the “Company”), and Robert C. Reeves (the “Executive”) (collectively referred to herein as the “Parties”).

FORM OF STOCKHOLDERS AGREEMENT
Form of Stockholders Agreement • July 12th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • New York

STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 2013, by and among ATHLON ENERGY INC., a Delaware corporation (the “Corporation”), and those stockholders of the Corporation listed on Schedule A hereto.

ADVISORY SERVICES AND TRANSACTION FEE TERMINATION AGREEMENT
Advisory Services and Transaction Fee Termination Agreement • July 12th, 2013 • Athlon Energy Inc. • Crude petroleum & natural gas • New York

This Advisory Services and Transaction Fee Termination Agreement (this “Agreement”) is made as of this day of , 2013, by and among Athlon Holdings LP, a Delaware Limited Partnership (the “Partnership”) (as assignee of Athlon Energy LP, a Delaware limited partnership), Apollo Management VII, L.P., a Delaware limited partnership (“Management VII”) and Apollo Global Securities, LLC, a Delaware limited liability company (“AGS”).

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