MARLIN MIDSTREAM PARTNERS, LP PHANTOM UNIT AGREEMENTPhantom Unit Agreement • July 3rd, 2013 • Marlin Midstream Partners, LP • Natural gas transmission • Delaware
Pursuant to this Phantom Unit Agreement, dated as of [ ], 2013 (this “Agreement”), Marlin Midstream GP, LLC (the “Company”), as the general partner of Marlin Midstream Partners, LP (the “Partnership”), hereby grants to [ ] (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the Marlin Midstream Partners, LP 2013 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit granted hereunder shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • July 3rd, 2013 • Marlin Midstream Partners, LP • Natural gas transmission • Delaware
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [•], 2013 (this “Agreement”), is entered into by and among MARLIN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Partnership”), MARLIN MIDSTREAM GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), MARLIN IDR HOLDINGS, LLC, a Delaware limited liability company (“Marlin IDR”), MARLIN MIDSTREAM, LLC, a Texas limited liability company (“Marlin Midstream”), MARLIN LOGISTICS, LLC, a Texas limited liability company (“Marlin Logistics”), NUDEVCO PARTNERS, LLC, a Texas limited liability company (“NuDevco”), NUDEVCO PARTNERS HOLDINGS, LLC, a Texas limited liability company (“Holdings”), NUDEVCO MIDSTREAM DEVELOPMENT, LLC, a Texas limited partnership (“NuDevco Midstream Development”), SPARK ENERGY VENTURES, LLC, a Delaware limited liability company (“Spark Energy”) and W. Keith Maxwell III (“Maxwell”) (each, a “Party” and collectively, the “Parties”).
