REGISTRATION RIGHTS AGREEMENT BY AND AMONG BREITBURN ENERGY PARTNERS LP QR HOLDINGS (QRE), LLC QR ENERGY HOLDINGS, LLC QUANTUM RESOURCES B, LP QUANTUM RESOURCES C, LP QUANTUM RESOURCES A1, LP QAB CARRIED WI, LP QAC CARRIED WI, LP AND BLACK DIAMOND...Registration Rights Agreement • July 29th, 2014 • QR Energy, LP • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2014 by and among Breitburn Energy Partners LP, a Delaware limited partnership (“Parent”) and QR Holdings (QRE), LLC, a Texas limited liability company, QR Energy Holdings, LLC, a Texas limited liability company, Quantum Resources B, LP, a Delaware limited partnership, Quantum Resources A1, LP, a Delaware limited partnership, Quantum Resources C, LP, a Delaware limited partnership, QAB Carried WI, LP, a Delaware limited partnership, QAC Carried WI, LP, a Delaware limited partnership, and Black Diamond Resources, LLC, a Delaware limited liability company (collectively, the “Partnership Unitholders”), as holders of outstanding Common Units and Partnership Class B Units of QR Energy, LP, a Delaware limited partnership (the “Partnership”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG BREITBURN ENERGY PARTNERS LP, BREITBURN GP LLC BOOM MERGER SUB, LLC, QR ENERGY, LP AND QRE GP, LLC DATED AS OF JULY 23, 2014Merger Agreement • July 29th, 2014 • QR Energy, LP • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 23, 2014 (this “Agreement”), is entered into by and among Breitburn Energy Partners LP, a Delaware limited partnership (“Parent”), Breitburn GP LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), Boom Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub” and, with Parent and Parent GP, the “Parent Entities”), QR Energy, LP, a Delaware limited partnership (the “Partnership”), and QRE GP, LLC, a Delaware limited liability company (“Partnership GP” and, with the Partnership, the “Partnership Entities”).
TRANSACTION, VOTING AND SUPPORT AGREEMENTTransaction, Voting and Support Agreement • July 29th, 2014 • QR Energy, LP • Crude petroleum & natural gas • Delaware
This TRANSACTION, VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2014, among Breitburn Energy Partners LP, a Delaware limited partnership (“Parent”), each of Quantum Resources A1, LP, Quantum Resources B, LP, Quantum Resources C, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources, LLC (collectively, the “Fund Unitholders” and each, a “Fund Unitholder”), and each of QR Holdings (QRE), LLC and QR Energy Holdings, LLC (collectively, the “Management Unitholders” and each, a “Management Unitholder”). The Fund Unitholders and the Management Unitholders are collectively referred to herein as the “Unitholders” and individually as a “Unitholder.” The parties to this Agreement are sometimes referred to herein collectively as the “parties,” and individually as a “party.”
