FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW SOURCE ENERGY GP, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OFLimited Liability Company Agreement • January 25th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”) of New Source Energy GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of [—], 2013, to be effective upon and at the time of the closing of the MLP IPO (as defined below) (the “Effective Time”), by New Source Energy Corporation, a Delaware corporation (“New Source Energy”), the David J. Chernicky Trust (the “Chernicky Trust”), and Deylau, LLC, a Delaware limited liability company (“Deylau”). The parties hereto may be referenced individually as a “Member” or “Party” and collectively as “Members” or “Parties.”
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • January 25th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas
This Indemnification Agreement (this “Agreement”) is made and entered into as of this day of , 2013, by and among New Source Energy GP, LLC, a Delaware limited liability company (the “General Partner”); New Source Energy Partners L.P., a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”); and [DIRECTOR’S NAME] (“Indemnitee”). Each of the defined terms used in this Agreement shall have the definition set forth in Section 14 of this Agreement.
FORM OF OMNIBUS AGREEMENT BY AND AMONG NEW SOURCE ENERGY CORPORATION, NEW SOURCE ENERGY GP, LLC, AND NEW SOURCE ENERGY PARTNERS L.P.Omnibus Agreement • January 25th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas
This Omnibus Agreement is entered into on, and effective as of, [—], 2013 (the “Closing Date”), and is by and among New Source Energy Partners L.P., a Delaware limited partnership (the “MLP”), New Source Energy GP, LLC, a Delaware limited liability company and the general partner of the MLP (the “General Partner”) and New Source Energy Corporation, a Delaware corporation (“New Source Energy”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO GOLDEN LANE PARTICIPATION AGREEMENTGolden Lane Participation Agreement • January 25th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas
This First Amendment to Golden Lane Participation Agreement (this “First Amendment”) is dated as of the day of October, 2007 by and between New Dominion, L.L.C., an Oklahoma limited liability company (“NDL”), Scintilla, L.L.C., an Oklahoma limited liability company (“Scintilla”), North Paradigm Partners, L.P. North Paradigm Partners II, L.P., North Paradigm Partners III-A, L.P., North Paradigm Partners III-B, L.P. (all Delaware limited partnerships), and the Michael Greer and Vickie Greer Family Trust dated January 10, 2007 (collectively the “NPP Group”), and CEU Paradigm, LLC, a Delaware limited liability company (“CEU,” and, collectively with Scintilla and the NPP Group, the “Participants”).
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG NEW SOURCE ENERGY CORPORATION, NEW SOURCE ENERGY GP, LLC, AND NEW SOURCE ENERGY PARTNERS L.P.Contribution, Conveyance and Assumption Agreement • January 25th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Oklahoma
This Contribution, Conveyance and Assumption Agreement (this “Agreement”), dated as of , 2013, is entered into by and among New Source Energy Corporation, a Delaware corporation (“New Source Energy”); New Source Energy Partners, L.P. (the “Partnership”), a Delaware limited partnership; and New Source Energy GP, LLC (the “General Partner”), a Delaware limited liability company. The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meaning assigned to such terms in Article I.
GOLDEN LANE PARTICIPATION AGREEMENTGolden Lane Participation Agreement • January 25th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas • Oklahoma
THIS AGREEMENT (“Agreement”) is between New Dominion, L.L.C., designated and referred to as “Operator,” and the signatory party or parties other than Operator, sometimes referred to individually as “Non-Operator,” and collectively as “Non-Operators.”
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 25th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment and Assumption Agreement”) is made and entered into effective on January [—], 2013 (“Effective Date”), by and between New Source Energy Partners L.P., a Delaware limited partnership (“Assignee”) and New Source Energy Corporation, a Delaware corporation (“Assignor”). The Assignee and the Assignor are referred to herein individually as a “Party” and collectively as the “Parties.”
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 25th, 2013 • New Source Energy Partners L.P. • Crude petroleum & natural gas
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment and Assumption Agreement”) is made and entered into effective on August 12, 2011 (“Effective Date”), by and between New Source Energy Corporation, a Delaware corporation (“Assignee”), and Scintilla, LLC, an Oklahoma limited liability company (“Assignor”). The Assignee and the Assignor are referred to herein individually as a “Party” and collectively as the “Parties.”
