0001362705-15-000049 Sample Contracts

PURCHASE AND SALE AGREEMENT AMONG Sanchez energy corporation (“SN”), SN CATARINA, LLC (“SELLER”) AND
Purchase and Sale Agreement • September 29th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), is entered into on September 25, 2015 (the “Execution Date”), by and among Sanchez Energy Corporation, a Delaware corporation (“SN”), SN Catarina, LLC, a Delaware limited liability company (“Seller” and, together with SN, the “SN Parties”) and Sanchez Production Partners LP, a Delaware limited partnership (“Buyer”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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PURCHASE AGREEMENT among SANCHEZ PRODUCTION PARTNERS LP and THE PURCHASERS PARTY HERETO
Purchase Agreement • September 29th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • Delaware

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SANCHEZ PRODUCTION PARTNERS LP dated as of August ___, 2015, is entered into by and between Sanchez Production Partners GP LLC, a Delaware limited liability company, as the General Partner, and 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:

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