ABRAXAS ENERGY PARTNERS, L.P. [ ] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2009 • Abraxas Energy Partners LP • Crude petroleum & natural gas • Texas
The undersigned, Abraxas Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Abraxas Operating, LLC, a Texas limited liability company (the “Operating Company”), Abraxas General Partner, LLC, a Delaware limited liability company (the “General Partner”) and Abraxas Energy Investments, LLC, a Texas limited liability company (“Investments”), hereby address you as the “Representative” and hereby confirm their agreement with the several Underwriters named in Schedule I hereto (the “Underwriters”). The Partnership, the Operating Company, the General Partner, and Investments are collectively referred to herein as the “Abraxas Parties.” The Partnership, the General Partner and the Operating Company are referred to collectively herein as the “Partnership Entities.”
STANDBY COMMON UNIT PURCHASE AGREEMENTCommon Unit Purchase Agreement • April 9th, 2009 • Abraxas Energy Partners LP • Crude petroleum & natural gas • Texas
THIS STANDBY COMMON UNIT PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of , 2009, by and between Abraxas Petroleum Corporation, a Nevada corporation (“Abraxas Petroleum”), and Abraxas Energy Partners, L.P., a Delaware limited partnership (the “Partnership”).
