AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PEAK RESOURCES GP LLC A Delaware Limited Liability Company Dated as of October [•], 2024Limited Liability Company Agreement • October 15th, 2024 • Peak Resources LP • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Peak Resources GP LLC (the “Company”), dated as of October [•], 2024 is adopted, executed and agreed to by Bryan H. Lawrence (the “Initial Member”) and the persons from time to time identified on the Schedule 1 (as defined herein) who are members of the Company (each, a “Member” and collectively, the “Members”).
PEAK RESOURCES LP [•] Class A Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2024 • Peak Resources LP • Crude petroleum & natural gas • New York
Peak Resources LP, a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative” or “you”) an aggregate of [•] Class A Common Units representing limited partner interests in the Partnership (the “Class A Common Units”). Such aggregate of [•] Class A Common Units to be purchased from the Partnership by the Underwriters are called the “Firm Units”. The Partnership also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Units, at the option of the Underwriters, up to an additional [•] Class A Common Units (the “Option Units”). The Firm Units and the Option Units are hereinafter referred to collectively as the “Securities”.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PEAK RESOURCES LP A Delaware Limited Partnership Dated as ofPeak Resources LP • October 15th, 2024 • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PEAK RESOURCES LP dated as of [_______], 2024 is entered into by and between PEAK RESOURCES GP LLC, a Delaware limited liability company, as the General Partner, Bryan H. Lawrence, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CONTRIBUTION AGREEMENTContribution Agreement • October 15th, 2024 • Peak Resources LP • Crude petroleum & natural gas • Delaware
This Contribution Agreement (this “Agreement”), is made and entered into effective as of , 2024 (the “Effective Date”), by and among Peak Resources LP, a Delaware limited partnership (the “Partnership”), Peak Resources GP LLC, a Delaware limited liability company (the “General Partner”) and the signatories named under the heading “Contributor” in Schedule 1 hereto (the “Contributing Partners”). The Partnership, the General Partner and the Contributing Partners are sometimes referred to herein individually as a “Party” or collectively as the “Parties”.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 15th, 2024 • Peak Resources LP • Crude petroleum & natural gas • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), made and executed as of , by and between Peak Resources LP, a Delaware limited partnership (the “Partnership”), Peak Resources GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and , an individual resident of the State of (the “Indemnitee”).
