AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF L & B AIR LLCLimited Liability Company Agreement • July 6th, 2007 • Rex Energy Corp • Crude petroleum & natural gas
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is entered into as of the 21st day of June, 2007, by and among those persons who have executed this Agreement, and whose names and addresses are set forth in Schedule I, as Members.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 6th, 2007 • Rex Energy Corp • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger dated as of , 2007 (this “Agreement”), is entered into by and between New Albany-Indiana, LLC, a Delaware limited liability company (“New Albany”), Rex Energy III LLC, a Delaware limited liability company (“Rex III”), Rex Energy I, LLC, a Delaware limited liability company (“Rex Energy I, LLC” and, together with New Albany and Rex III, the “Constituent Entities”, and each, individually, a “Constituent Entity”), and Rex Energy Corporation, a Delaware corporation (“Rex”).
REX ENERGY CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2007 • Rex Energy Corp • Crude petroleum & natural gas • New York
LEASE AGREEMENTLease Agreement • July 6th, 2007 • Rex Energy Corp • Crude petroleum & natural gas • Pennsylvania
ContractRex Energy Corp • July 6th, 2007 • Crude petroleum & natural gas
In October of 2004, Rex Energy Operating Corp., a Delaware corporation with an address at 1975 Waddle Road, State College, Pennsylvania 16803 (“Rex Operating”), entered into an oral month-to-month administrative services agreement with Shaner Solutions Limited Partnership, a Delaware limited partnership with an address at 1965 Waddle Road, State College, Pennsylvania 16803 (“Shaner Solutions”). Shaner Solutions is controlled by Lance T. Shaner, the Chairman and controlling stockholder of Rex Operating. The parties agreed that Shaner Solutions would provide Rex Operating with administrative services relating to information technology, human resources, benefit plan administration, payroll and tax planning and preparation. In exchange for these services, Rex Operating agreed to pay Shaner Solutions a monthly fee of $15,000 and to reimburse it for its reasonable out-of-pocket expenses. On April 10, 2007, Rex Operating and Shaner Solutions agreed to terminate the administrative services agr
FIRST AMENDED AND RESTATED AIRCRAFT JOINT OWNERSHIP AND MANAGEMENT AGREEMENTAircraft Joint Ownership • July 6th, 2007 • Rex Energy Corp • Crude petroleum & natural gas • Pennsylvania
This First Amended and Restated Aircraft Joint Ownership and Management Agreement (this “Agreement”) is made and entered into this 21st day of June, 2007, by and between Charlie Brown Air Corp., a corporation incorporated under the laws of the State of New York with offices at 1965 Waddle Road, State College, Pennsylvania 16803 (hereinafter referred to as “CBAC”), and Charlie Brown Air II Limited Partnership, a limited partnership organized under the laws of the State of Delaware, having its principal offices at 1965 Waddle Road, State College, Pennsylvania 16803 (hereinafter referred to as “Charlie Brown II”). CBAC and Charlie Brown II are sometimes collectively referred to in this Agreement as the “Owners.”
ContractRex Energy Corp • July 6th, 2007 • Crude petroleum & natural gas
In January 2006, Rex Energy Operating Corp., a Delaware corporation with an address at 1975 Waddle Road, State College, Pennsylvania 16803 (“Rex Operating”), entered into an oral month-to-month agreement with Charlie Brown Air Corp., a New York corporation with an address at 1965 Waddle Road, State College, Pennsylvania 16803 (“Charlie Brown”), regarding right the use of two airplanes owned by Charlie Brown. Charlie Brown is owned and controlled by Lance T. Shaner, the Chairman and controlling stockholder of Rex Operating. Under the agreement, Rex Operating pays a monthly fee for the right to use the airplanes equal to its percentage of use of the airplanes (based on the total number of hours of use of the airplanes by Rex Operating) of the monthly fixed costs for the airplanes, plus a variable per hour flight rate of $1,350 per hour.
AMENDED AND RESTATED PARTNERSHIP AGREEMENT FOR CHARLIE BROWN AIR II LIMITED PARTNERSHIP A Delaware Limited PartnershipPartnership Agreement • July 6th, 2007 • Rex Energy Corp • Crude petroleum & natural gas • Delaware
WHEREAS, L & B Air LLC (“General Partner”), Lance Shaner (“Lance”) and Bruce Heim (“Bruce”) organized a limited partnership known as Charlie Brown Air II Limited Partnership on December 18, 2006 (the “Partnership”) pursuant to the Delaware Revised Limited Partnership Act on December 18, 2006 and in connection therewith, executed a partnership agreement dated as of the same date (the “Original Partnership Agreement”);
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 6th, 2007 • Rex Energy Corp • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger dated as of , 2007 (this “Agreement”), is entered into by and among Douglas Oil & Gas Limited Partnership, a Delaware limited partnership (“Douglas Oil & Gas”), Douglas Westmoreland Limited Partnership, a Delaware limited partnership (“Douglas Westmoreland”), Midland Exploration Limited Partnership, a Delaware limited partnership (“Midland”), Rex Energy Limited Partnership, a Delaware limited partnership (“Rex I”), Rex Energy II Limited Partnership, a Delaware limited partnership (“Rex II”), Rex Energy II Alpha Limited Partnership, a Delaware limited partnership (“Rex II Alpha”), Rex Energy Royalties Limited Partnership, a Delaware limited partnership (“Rex Royalties”), Rex Energy I, LLC, a Delaware limited liability company (“Rex Energy I, LLC”, and, together with Rex Energy I, LLC, Douglas Oil & Gas, Douglas Westmoreland, Midland, Rex I, Rex II, Rex II Alpha and Rex Royalties, the “Constituent Entities”, and each, individually, a “Constituent Entity”
CONTRIBUTION AGREEMENTContribution Agreement • July 6th, 2007 • Rex Energy Corp • Crude petroleum & natural gas • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of this day of 2007, by and among Lance T. Shaner (“Shaner”), Benjamin W. Hulburt (“B. Hulburt”), Michael J. Carlson (“Carlson”), Jack Shawver (“Shawver”), Thomas F. Shields (“Shields”), Thomas C. Stably (“Stably”), Christopher K. Hulburt (“C. Hulburt”), PennTex Energy Inc., a Delaware corporation (“PennTex Energy”), and Rex Energy Corporation, a Delaware corporation (“Rex”).
