0001362705-14-000022 Sample Contracts

SHARED SERVICES AGREEMENT
Shared Services Agreement • May 8th, 2014 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas

This Shared Services Agreement (this “Agreement”), dated as of May 8, 2014 (the “Effective Date”), is made by and between SP HOLDINGS, LLC, a Texas limited liability company (“Manager”), and Constellation Energy Partners LLC, a Delaware limited liability company (“Company,” and, together with Manager, each a “Party” and together the “Parties”), on Company’s own behalf and on behalf of its direct and indirect Subsidiaries (as defined below).

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Geophysical Seismic Data Use License Agreement
License Agreement • May 8th, 2014 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas

This Geophysical Seismic Data Use License Agreement (this “License Agreement”), dated as of May 8, 2014 (the “Effective Date”), is made by and among Sanchez Oil & Gas Corporation, a Delaware corporation (“SOG”), and the following (individually, a “Company” and collectively, the “Companies”): Constellation Energy Partners LLC, a Delaware limited liability company (“Constellation”), SEP Holdings IV, LLC, a Delaware limited liability company and any other Subsidiary of Constellation that has executed a written agreement pursuant to which such entity becomes a party to this License Agreement and agrees to be bound by the provisions hereof as if such entity was a party hereunder (the Companies together with SOG, each a “Party” and collectively the “Parties”).

CONTRACT OPERATING AGREEMENT
Contract Operating Agreement • May 8th, 2014 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas

This Contract Operating Agreement (this “Agreement”), dated as of May 8, 2014 (the “Effective Date”), is made by and between Sanchez Oil & Gas Corporation, with offices at 1111 Bagby Street, Suite 1800, Houston, TX 77002 (“Operator”), and Constellation Energy Partners LLC, with offices at 1801 Main Street, Suite 1300, Houston, TX 77002 (“Owner”, and together with Operator, each a “Party” and together the “Parties”), on Owner’s own behalf and on behalf of its direct and indirect Subsidiaries (as defined in the Services Agreement (as defined below)).

TRANSITION AND ASSISTANCE AGREEMENT
Transition and Assistance Agreement • May 8th, 2014 • Constellation Energy Partners LLC • Crude petroleum & natural gas • Texas

This Transition and Assistance Agreement (this “Agreement”), dated as of May 8, 2014, is by and among SP Holdings, LLC, a Delaware limited liability company (“Manager”), Sanchez Oil & Gas Corporation, a Delaware corporation (“SOG”), and Constellation Energy Partners LLC, a Delaware limited liability company (“Company” and, together with Manager and SOG, each a “Party” and together the “Parties”).

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