A.

MLP is entering into this Agreement as a part of certain recapitalization transactions entered into on the date hereof;

B.

Subject to the terms hereof, MLP desires to engage Services Provider, and Services Provider desires to be engaged by MLP, to provide or cause to be provided the Services (as defined herein) relating to the operations and management of MLP’s business on a transitional basis; and

C.

In furtherance of the transition, Services Provider has agreed to provide, or cause to be provided, to Services Provider certain services for the periods and on the terms and conditions set forth herein.

1.1

Definitions

1.2

Certain Rules of Interpretation

(a)

The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement.

(b)

Unless otherwise specified in this Agreement or the context otherwise requires: (i) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) any reference to the masculine, feminine or neuter gender shall include all genders, the plural shall include the singular and the singular shall include the plural; (iii) all Preamble, Recital, Article, Section, clause and Exhibit references used in this Agreement are to the preamble, recitals, articles, sections, clauses, schedules and exhibits to this Agreement; (iv) wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation;” (v) the terms “date hereof” and “date of this Agreement” mean the date first written above; (vi) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; (vii) (A) any reference to “days” means calendar days unless Business Days are expressly specified and (B) any reference to “months” or “years” shall mean calendar months or calendar years, respectively, in each case unless otherwise expressly specified; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and (ix) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with GAAP.

(c)

Unless otherwise specified in this Agreement, any deadline or time period set forth in this Agreement that by its terms ends on a day that is not a Business Day shall be automatically extended to the next succeeding Business Day.

(d)

Unless otherwise specified in this Agreement or the context otherwise requires, all references to any (i) statute in this Agreement include the rules and regulations promulgated thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Authority, and (ii) Law in this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time.

(e)

Unless otherwise specified in this Agreement, all references in this Agreement to (i) any contract, other agreement, document or instrument (excluding this Agreement) mean such contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference, and (ii) this Agreement mean this Agreement as amended, supplemented or otherwise modified from time to time in accordance with its terms.

(f)

With regard to each and every term and condition of this Agreement, the Parties understand and agree that the same have or has been mutually negotiated, prepared and drafted, and that if at any time the Parties desire or are required to interpret or construe any such term or condition or any agreement or instrument subject thereto, no consideration shall be given to the issue of which Party actually prepared, drafted or requested any term or condition of

this Agreement.

2.1

Services; Procurement of Goods and Services; Meetings

(a)

During the term of this Agreement, Services Provider shall provide (directly or through its Affiliates which, immediately prior to the Effective Date, were providing substantially similar services in favor of MLP or its Subsidiaries) to MLP or its Subsidiaries, or, with the prior written approval MLP, shall cause another Person to provide to MLP or its Subsidiaries, the Services set forth on Exhibit A hereto.

(b)

To the extent that Services Provider is permitted to arrange for contracts with any Third Party for goods or services in connection with the provision of Services, Services Provider shall use commercially reasonable efforts (i) to obtain such goods and services at rates competitive with those otherwise generally available in the area in which services or materials are to be furnished, and (ii) to obtain from such Third Party such customary warranties and guarantees as may be reasonably required with respect to the goods and services so furnished.

(c)

Representatives of Services Provider and MLP shall meet telephonically, or otherwise at a mutually agreeable location, no less than once per Month on a mutually agreeable day and time to discuss the Services performed by Services Provider, the past, current or future operation and development of the Properties and/or any other matters with respect to the Properties or the business of MLP reasonably requested by MLP.

2.2

General Standard of Performance

2.3

Limitation on Services and Services Provider’s Authority

(a)

To the extent the Services include services not provided by Services Provider prior to the Effective Date, Services Provider shall use reasonable efforts to provide such Services in accordance with good industry practice and in compliance with Section 2.2.

(b)

Services Provider shall not incur any liens, encumbrances or charges upon or against any of the properties owned or controlled by MLP arising from the provision of Services or materials under this Agreement except as expressly approved or consented to in writing by MLP.

(c)

If Services Provider used or licensed intellectual property owned by any Third Party in the performance of the Services immediately prior to the Effective Date, Services Provider

shall, at MLP’s cost, maintain any such licenses and authorizations necessary to authorize Services Provider’s continued use of such intellectual property (directly or indirectly) in connection with the Services.

(d)

Services Provider shall not, solely by virtue of its role as “Services Provider” hereunder, have any direct ownership interest in the Properties (or in any of the equipment, materials or other property related thereto and purchased by (i) MLP directly, (ii) Services Provider on behalf of MLP or (iii) an Affiliate of Services Provider on behalf of MLP), and neither Services Provider nor any Affiliate of Services Provider shall be deemed to have any direct or indirect ownership interest in the Properties (or in any equipment, materials and other property related thereto and purchased by MLP either directly or on behalf of MLP by Services Provider or any of its Affiliates) by virtue of its role as “Services Provider” hereunder or as a result of the terms of this Agreement.

(e)

Notwithstanding anything herein to the contrary, without the prior written consent of MLP, Services Provider shall not:  

(i)

cause or direct MLP to enter into any Contract (or make any material modifications, amendments or extensions thereto) (i) with any Affiliate of Services Provider or (ii) with any Third Party, to the extent any such Third-Party Contract is likely to result in annual obligations of MLP in excess of $50,000, in the aggregate;

(ii)

unless otherwise permitted under this Section 2.3, encumber, hypothecate, or mortgage the Properties, or do any act that has the natural and foreseeable consequence of causing any of the foregoing;

(iii)

sell, assign, transfer, surrender or relinquish or farm out the Properties with a fair market value reasonably estimated by Services Provider to exceed $50,000 excluding (i) the sale of equipment no longer used or useful in connection with the operation of the Properties, and (ii) the sale or marketing of Hydrocarbon production attributable to Properties consistent with the terms of this Agreement;

(iv)

purchase or acquire for MLP’s account any additional interests of any kind in oil, gas or other minerals for a cash purchase price or any other consideration in excess of $50,000;

(v)

propose any operation reasonably expected to cost MLP in excess of (i) $50,000 on any individual operation or (ii) $250,000 in the aggregate for all operations proposed by MLP;

(vi)

approve any individual AFE or similar request under any Contract (other than those required under the terms of any Contract) which would reasonably be estimated to require expenditures in excess of (i) $50,000 on any individual operation or (ii) $250,000 in the aggregate for all AFEs or similar requests;

(vii)

terminate or voluntarily relinquish any material permit from any Governmental Authority in respect to the Properties or participate in or acquiesce to any material variation or cancellation of the same;

(viii)

make any regulatory or other filings of any kind with any Governmental Authority that could reasonably be expected to materially adversely affect MLP’s ownership

or use of, and the ability to operate, the Properties, except as required by applicable Laws;

(ix)

abandon Wells, dismantle or decommission material personal property, close pits located on the real property that comprises the Properties or restore the surface of such Wells, personal property and pits, except as required by applicable Laws or Contracts;

(x)

settle any litigation or arbitration with respect to MLP or the Properties which requires payment for which MLP is responsible in an amount greater than $50,000 or results in any ongoing adverse liability of such amount to MLP;

(xi)

unless otherwise permitted under this Section 2.3, voluntarily waive or release any material right that could reasonably be expected to materially adversely affect MLP’s ownership or use of, and the ability to operate, the Properties or waive, release, assign, compromise, or settle any material right or claim with respect to any of the Properties;

(xii)

make any affirmative non-consent election with respect to the Properties relating to any individual operation requiring expenditures in excess of $50,000, net to MLP’s interest;

(xiii)

elect to relinquish any Lease or otherwise decline to pay lease maintenance or shut-in payments that would maintain a Lease during the pendency of non-production;

(xiv)

enter into, modify or terminate any hedging obligations with respect to the Properties or MLP; or

(xv)

commit to do any of the foregoing.

2.4

Insurance

2.5

Access and Information

(a)

With respect to each Service provided hereunder and to the extent applicable, MLP shall grant, and cause its Subsidiaries to grant, to the personnel and representatives of Services Provider reasonable access during normal business hours to their respective locations, systems, records and information as reasonably necessary for Services Provider to perform its obligations hereunder.  When on the property owned or controlled by MLP, or when given access to any systems, software or networks owned or controlled by MLP, Services Provider shall: (a) comply with applicable policies and procedures concerning health, safety, security, data privacy, confidentiality and data security; (b) comply with MLP’s reasonable directions from time to time relating to such access; (c) not commit waste or

damage to MLP’s property or systems; (d) not make material changes or improvements to such property or systems without MLP’s prior written consent; and (e) permit its personnel to be appropriately supervised, directed and/or accompanied during such access as requested by MLP; provided, however, that in each such case: (i) the access of Services Provider shall not unreasonably interfere with any of the business or operations of MLP; and (ii) in the event that MLP reasonably determines that providing such access could be commercially detrimental, violate any Law or agreement or waive any attorney-client privilege, then the Parties shall promptly use commercially reasonable efforts to permit such access in a manner that avoids any such harm or consequence.

(b)

For each Service, if requested by MLP, Services Provider shall deliver to MLP, to the extent reasonably available, as soon as reasonably practicable, all information received, stored or created for the benefit of MLP in the form in which it exists, whether in electronic and/or hard copy form, as may be reasonably requested.  MLP shall reimburse Services Provider for the reasonable costs of providing such information.

(c)

Services Provider shall grant to the personnel and representatives of MLP reasonable access during normal business hours to its respective locations, systems, records and information as reasonably requested by MLP to facilitate the orderly transition of operatorship contemplated by this Agreement.  When on the property owned or controlled by Services Provider, or when given access to any systems, software or networks owned or controlled by Services Provider, MLP shall (and shall direct its Subsidiaries and its and their representatives to): (a) comply with applicable policies and procedures concerning health, safety, security, data privacy, confidentiality and data security; (b) comply with Services Provider’s reasonable directions from time to time relating to such access; (c) not commit waste or damage to Services Provider’s property or systems; (d) not make material changes or improvements to such property or systems without Services Provider’s prior written consent; (e) permit its personnel and representatives to be appropriately supervised, directed and/or accompanied during such access as requested by Services Provider; provided, however, that in each such case: (i) the access of MLP shall not unreasonably interfere with any of the business or operations of Services Provider; and (ii) in the event that Services Provider reasonably determines that providing such access could be commercially detrimental, violate any Law or agreement or waive any attorney-client privilege, then the Parties shall promptly use commercially reasonable efforts to permit such access in a manner that avoids any such harm or consequence.

2.6

Changes to Services; Additional Services

(a)

MLP may, upon written notice to Services Provider, request reasonable changes and/or modifications in the manner in which a Service is performed (e.g., frequency, schedule, delivery methods).  Services Provider agrees that it will not unreasonably withhold, condition or delay its consent to any such requests for reasonable changes and/or modifications, provided that MLP agrees to pay or reimburse Services Provider for any increase in costs attribute to such changes and/or modifications.  To the extent the Parties mutually agree on the scope and applicable terms of any such changes and/or modifications, and any increase in costs relating thereto, Services Provider shall implement such changes and/or modifications as agreed (and if the implementation timeline is not explicitly agreed, each Party shall use commercially reasonable efforts to implement such changes and/or modifications in a timely manner) and prepare a Budget Amendment, if applicable, to reflect such changes.

(b)

During the term of this Agreement, MLP may request Services Provider to perform, or cause to be performed, a service that is not included on Exhibit A (an “Additional

Service”) by delivering to the Services Provider a written communication requesting such Additional Service and proposing the additional fees that would be paid for such Additional Service.  The Parties will discuss in good faith any such request and, if following such good faith discussions, the Parties mutually agree that such Additional Service should be provided, and agree upon the additional fees to be paid by MLP, the Parties shall amend the Services Schedule and the Budget by the addition of such specification based on agreed terms, and such Additional Service shall thereupon be a Service for all purposes hereunder.

2.7

Cooperation; Relationship of the Parties

(a)

The Parties will use good faith efforts to cooperate with each other in all matters relating to the provision and receipt of Services and payment for such Services; provided, however, that this Section 2.7(a) shall not be construed as limiting a Party’s rights under this Agreement, and, for the avoidance of doubt, shall not obligate a Party to agree to changes to the Services or the Budget.  

(b)

Each Party (including its employees) shall act solely as an independent contractor of the other Party.  Neither Party nor its representatives are an employee, officer, agent, partner, business representative or legal representative of, or joint venturer with, the other Party.  Neither Party has authority to assume any obligation on behalf of the other Party and neither Party shall hold out to third parties that it has any authority to do so or take any action that might mislead or confuse third parties in this regard.  Nothing in this Agreement shall be construed to give any Party the power or authority to act for, bind or commit any other Party.

2.8

Operatorship; Successor Operator; Certain Conditions of Service

(a)

Effective July 1, 2020, except as set forth below in this Section 2.8(a), Services Provider will resign as “operator” of the Properties under the Operating Agreements, and the Parties will (to the extent of their power and authority to do so) cause Contango to become the successor operator of the Properties as of that date.  The Parties agree to cooperate to provide the appropriate notices, votes, consents and other approvals that are necessary or appropriate in order to cause such actions to occur.  Services Provider agrees to support MLP’s efforts to designate Contango as the successor operator of such Properties, including, to the extent applicable, by using commercially reasonable efforts to assist MLP in securing the affirmative vote of any Third Party working interest owners under the Operating Agreements. Each of Services Provider and MLP agrees to from time to time execute and deliver to the other such documents and do and cause to be done, such other acts as may be reasonably requested by the other to facilitate (i) Services Provider’s resignation as “operator” and the appointment of Contango as the designated successor operator, each effective as of July 1, 2020 and (ii) the transfer, in favor of Contango, of any assets (inclusive of any transferrable permits and licenses) owned or controlled by Services Provider and held solely for the benefit of MLP or its Subsidiaries or the joint account under any Operating Agreement.  Notwithstanding the foregoing, Services Provider shall not resign as operator with respect to the Operating Agreement covering the “Culp Draw” Property located in Wyoming, and this Section 2.8(a) shall not apply with respect to such Property commonly referred to as the “Culp Draw”.

(b)

All personnel involved in the provision of Services by Services Provider or its Affiliates or contractors shall be responsible to Services Provider.  The selection of such employees and contractors, and their hours of labor, shall be determined by Services Provider.  Subject to, and without limiting MLP’s rights and remedies in, Section 4.2, Services Provider shall

have the right to hire or dismiss full time or part time personnel for any position with respect to the Services.

(c)

Notwithstanding anything herein to the contrary, all matters pertaining to the employment, supervision, compensation, promotion and discharge of any personnel of Services Provider or its Affiliates are the responsibility of Services Provider and its Affiliates.  All such employment arrangements are solely Services Provider’s and its Affiliates’ obligations (including the payment of salaries and employee benefits with respect to such personnel). Notwithstanding anything herein to the contrary, Services Provider shall not take any employment action without MLP’s written consent that could create any liability for MLP, including but not limited to, any obligation pursuant to MLP’s Change in Control Severance Plan.

(d)

Notwithstanding anything herein to the contrary, MLP and Services Provider acknowledge that employees of Affiliates of Services Provider may assist Services Provider in providing the Services hereunder in accordance with the terms hereof and the Budget.

2.9

Subcontractors

2.10

Notices to Third Parties

3.1

Budget; Approval of Budget Amendments

3.2

Payment for Services; Invoice

(a)

During the term of this Agreement, MLP shall pay or reimburse Services Provider for Services provided hereunder, without duplication to any amounts payable or reimbursements for costs charged under any Operating Agreement, in an amount equal to all reasonable costs and expenses incurred by Services Provider and attributable to the provision of the Services for any Month, including (x) actual salaries, wages and employee benefits paid by Services Provider to employees and personnel of Services Provider or its Affiliates or permitted contractors in proportion to the percentage of such employee’s and personnel’s time that is dedicated to the provision of the Services in accordance with the terms and conditions of this Agreement, (y) any necessary overtime, and (z) the actual cost to maintain any licenses or authorizations necessary for Services Provider’s continued use of intellectual property in connection with the Services (“Service Charges”); provided, however, with respect to the foregoing clauses (x), (y) and (z), such amounts shall not exceed 110%  of the amount identified with respect to such employee and personnel for such Month in the Budget.  Notwithstanding the foregoing, except as to the Management Fee described below, no overhead under any Operating Agreement shall be charged by Services Provider or any its Affiliates, as applicable, to MLP or any of its Subsidiaries.  Other than the immediately preceding limitation on overhead charges to MLP, nothing in this Agreement shall amend or otherwise modify the terms of the Operating Agreements.  For the avoidance of doubt, Service Charges shall exclude (except as specifically set forth below in this Section 3.2(a)) (i) any costs, expenses and liabilities of Services Provider relating to its overhead, severance expenses to the extent above the Retention and Severance Cap (as defined below), discretionary bonus payments and taxes assessed against Services Provider; (ii) any increase or change to the amounts that Services Provider pays directly or indirectly to its or its Affiliates’ employees and personnel, including salary increases, or any increases to bonuses or benefits paid or incurred by Services Provider; (iii) indirect costs and expenses incurred by any Affiliate of Services Provider that are not Service Charges and reflected in the Budget; (iv) other than the Management Fee described below, overhead charged under any Operating Agreement; and (v) any other normal and customary expenses and costs of Services Provider and its Affiliates that are classified as Services Provider’s overhead costs, including Third Party consulting fees, rent, supplies, travel and entertainment, insurance, accounting and legal fees of Services Provider to the extent above the Professional Fees Cap, Third Party engineering and broker fees (collectively, “Excluded Charges”).  Services Provider (or its Affiliates) shall be solely responsible for the payment of all Excluded Charges. If any material out-of-pocket costs and expenses incurred by Services Provider in relation to the Services are anticipated to exceed amounts set forth therefor in the Budget, Services Provider will submit an approval request to MLP prior to spending the out-of-pocket expenses (such approval not to be unreasonably withheld).  In addition to the Service Charges, MLP shall pay or reimburse Services Provider for (x) a management fee equal to eight percent (8%) of the sum of (A) the Service Charges, plus (B) the charges to MLP by Services Provider under the Operating Agreements (the “Management Fee”), which Management Fee shall be paid by MLP to Services Provider on or before December 1, 2020, together with interest on the

Management Fee at a per annum rate equal to six percent (6%) from the date each such Service Charge was due until December 1, 2020, and twelve percent (12%) thereafter until such Management Fee is paid; (y) Services Provider’s reasonable out of pocket costs in connection with the recapitalization transactions described in the recitals of this Agreement, including professional fees of its external legal, accounting and financial advisors, in an aggregate amount not to exceed $100,000 (the “Professional Fees Cap”), (z) retention and severance payments made to employees of Services Provider necessary to provide the Services on behalf of MLP in an aggregate amount not to exceed $155,000 (the “Retention and Severance Cap”); provided, however, to the extent Services Provider is in material breach of any material covenant or obligation of Services Provider contained in this Agreement, and Services Provider fails to cure such breach within thirty (30) days after receiving written notice thereof from MLP, then MLP shall not be obligated to pay that portion of the Management Fee, or any interest thereon, that relates to such breach.

(b)

MLP shall pay the Service Charges and other amounts due under this Agreement and the amounts due from MLP under the Operating Agreements as incurred or otherwise as specifically set forth in this Agreement.  For any other amounts due under this Agreement that are not paid as incurred or on a date otherwise specifically set forth in this Agreement, then on or before the fifteenth (15th) day following the end of each Month, Services Provider shall tender to MLP an invoice setting forth the amounts due for such prior Month (the “Invoice”).  The Invoice shall include supporting documentation, information and calculations that substantiate the costs and expenses described in the Invoice, in form and detail reasonably satisfactory to MLP. MLP shall pay in full the undisputed amounts set forth in the Invoice on or before the tenth (10th) day following receipt of the Invoice by MLP (the “Due Date”); provided, however, if the Due Date is on a Saturday, Sunday or a federal holiday, the Due Date shall be the succeeding Business Day.

(c)

MLP may object in good faith to any Invoice (or any portion thereof) at any point up to and including the Due Date.  If MLP desires to make such an objection, it must provide written notice of such objection to Services Provider with such notice describing the dispute in reasonable detail, including any alleged errors in charges and attaching written documentation to reasonably support such objection. The Parties shall work together in good faith to resolve any dispute regarding an Invoice; provided, if the Parties fail to agree on the existence or amount of any such adjustment within thirty (30) days following Services Provider’s receipt of MLP’s written notice delivered pursuant to this Section 3.2(c), the Parties may submit the dispute to an independent third-party regionally or nationally recognized auditing firm that is mutually agreeable to the Parties. The Parties shall cooperate with such auditing firm and each Party shall provide access to its books and records as may be reasonably necessary to permit a determination by such auditing firm. The resolution by such auditing firm shall be final and binding on the Parties.

(d)

If any undisputed amount due under an Invoice remains unpaid for more than ten (10) days following MLP’s receipt of such Invoice, Services Provider shall have the right to immediately suspend or discontinue Services hereunder until any such undisputed past-due amount is paid in full.

(e)

If MLP fails to pay the undisputed amount of any Invoice within ten (10) days after MLP’s receipt of such Invoice, interest on such amounts will accrue from the Due Date through, and including, the date MLP actually makes payment for the undisputed amount, at the Overdue Rate.

(f)

All references in this Agreement to an “undisputed amount” mean amounts that are not disputed in good faith in accordance with the procedures set forth in Section 3.2(c).

3.3

Limitation on Charges

3.4

Audits

(a)

MLP shall have the right to audit costs, expenses and fees charged to MLP and other accounting records prepared or maintained by Services Provider under this Agreement.

(b)

Upon not less than five (5) Business Days’ prior written notice to the Services Provider, MLP shall have the right to audit (or cause to be audited) the Services Provider’s books and records maintained during the term of this Agreement (the “Audit Period”).  MLP shall provide Services Provider a written notice of any Claims for all discrepancies disclosed by said audit and related to the Audit Period.  The cost of each such audit shall be borne solely by MLP.  Any such audit shall be conducted in a manner reasonably designed to limit inconvenience and disruption to the operations of the Services Provider.  Unless otherwise mutually agreed, any audit shall be conducted at the principal office of the Services Provider or at such other place as the books and records of the Services Provider related to the Services are maintained.

(c)

At the conclusion of an audit, the Parties shall endeavor to settle outstanding matters expeditiously.  To this end, MLP will make a reasonable effort to prepare and distribute a written report to the Services Provider as soon as reasonably practicable and in any event within thirty (30) days after the conclusion of an audit under this Section 3.4(c).  The report shall include all Claims arising from such audit together with comments pertinent to the operation of the accounts and records.  Services Provider shall make a reasonable effort to reply to the report in writing as soon as possible and in any event no later than thirty (30) days after delivery of the report.

(d)

All adjustments resulting from an audit agreed to between the Parties shall be reflected promptly in Services Provider’s books and records.  If any dispute shall arise in connection with an audit, it shall be reported to and discussed by the Parties within thirty (30) days.

(e)

MLP and its Affiliates (and any of their respective representatives and agents) shall have the right at any reasonable time to inspect and/or observe Services Provider’s performance of the Services; provided that any such inspections or observations shall be conducted in a manner as to not interfere with the operations of Services Provider or its Affiliates.

4.1

Term

4.2

Termination.

(a)

MLP shall have the right at any time during the applicable Services Period to (i) terminate the receipt of any individual Service (or portion thereof) or (ii) reduce any of the Services, in each case, with such termination or reduction effective thirty (30) days after giving written notice to Services Provider.

(b)

Notwithstanding anything herein to the contrary, the Parties may terminate this Agreement by mutual written agreement at any time, the Parties may terminate any Service by mutual written agreement at any time and this Agreement shall terminate upon its having been terminated with respect to all Services.

4.3

Effect of Termination

5.1

Confidential Information

(a)

MLP and its Affiliates, on the one hand, and Services Provider and its Affiliates, on the other hand, shall keep, and shall cause their respective representatives to keep, confidential, for a period of one year after the Termination Effective Date, all Confidential Information, whether oral or written, concerning the other Party in their possession, their custody or under their control to the extent such Confidential Information (i) is obtained in the course of performing services for the other Party pursuant to this Agreement or (ii) is based upon or is derived from information described in the preceding clause (i), and each Party shall not (without the prior written consent of the other) otherwise release or disclose such Confidential Information to any other Person, except such Party’s representatives or Affiliates, in each case who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as this Section 5.1.  Each Party shall exercise the same care with the other Party’s Confidential Information as it takes to preserve confidentiality for its own similar information.  This Section 5.1 shall not apply to, and Confidential Information does not include, information (A) that has been in the public domain other than as a result of disclosure by the receiving Party or its Affiliates or representatives, (B) that was available to the receiving Party on a non-confidential basis prior to its disclosure under this Agreement, (C) that has been later lawfully acquired from other sources by the receiving Party (provided that such source is not and was not bound by a confidentiality agreement), (D) the use or disclosure of which is permitted by this Agreement or (E) that the receiving Party has agreed in writing may be so used or disclosed.

(b)

If either Party or any of its Affiliates determines that it is required to disclose pursuant to applicable Law, or receives any demand under lawful process or from any Governmental Authority to disclose or provide, Confidential Information of the other Party (or of its Affiliates) that is subject to the confidentiality provisions of Section 5.1(b), such Party shall promptly notify the other Party prior to disclosing or providing such Confidential Information and shall cooperate at the expense of Services Provider in seeking any reasonable protective arrangements or other remedies requested by such other Party.  Subject to the foregoing, the Person that received such request may thereafter disclose or provide such information if and to the extent required by such Law or by lawful process or such Governmental Authority; provided, however, that the Person shall only disclose such portion of the information as is reasonably required to be disclosed or provided.

(c)

If a Party so requests in writing, the other Party shall, unless otherwise required by Law, promptly destroy all Confidential Information of the requesting Party in its possession and direct each of its representatives to promptly destroy all Confidential Information of the requesting Party in its possession.  Notwithstanding the foregoing, such Party and its representatives may each retain copies of the Confidential Information for legal retention purposes or to maintain a record of the extent of disclosure hereunder and may retain electronically archived copies.  Confidential Information so retained shall remain subject to the terms of this Agreement.

6.1

Non-performance

6.2

Duty to Mitigate

(a)

use all reasonable efforts to continue to perform the Services and any other obligations hereunder;

(b)

take all reasonable action to correct or cure the event or condition constituting the Force Majeure;

(c)

use all reasonable efforts to mitigate or limit the adverse effects of the event of Force Majeure and damages to the other Party; and

(d)

provide prompt notice to the other Party of the cessation of the event of Force Majeure.

7.1

Indemnification

(a)

Indemnification of MLP by Services Provider. Services Provider hereby agrees to defend, indemnify and hold harmless MLP and its respective partners and Subsidiaries and each of their respective officers, managers, directors, employees, representatives and agents (each, an “MLP Indemnified Party”) from and against any and all Claims to the extent arising out of, or relating to (i) Services Provider’s breach of any of express representation or warranty of Services Provider contained in this Agreement (ii) a breach of Services Provider’s express financial or administrative obligation under this Agreement; and (iii) the gross negligence, willful misconduct or Fraud of Services Provider; provided, however, that Services Provider shall have no obligation to defend, indemnity, hold harmless or release any MLP Indemnified Party from any Claims to the extent such Claims arise out of or are related to the gross negligence (whether sole, concurrent, active or passive), willful misconduct, Fraud or any other legal fault, including strict liability, of any MLP Indemnified Parties or any Third Party.  Notwithstanding any other provision hereof, Services Provider shall in no circumstances be liable to MLP Indemnified Parties pursuant to Section 7.1(a)(i) or Section 7.1(a)(ii) in connection with this Agreement in excess of the aggregate amount actually received by Services Provider from MLP pursuant to Section 3.2 during the term of this Agreement.

(b)

Indemnification of Services Provider by MLP. MLP hereby agrees to defend, indemnify and hold harmless Services Provider and its respective members, partners and Affiliates and each of their respective officers, managers, directors, employees, representatives and agents (each, a “Services Provider Indemnified Party”) from and against any and all Claims arising out of, in connection with, or relating to (i) MLP’s or its Affiliates’ breach of any representation or warranty under this Agreement or (ii) breach of MLP’s express financial or administrative obligations under this Agreement; and (iii) except to the extent that MLP is entitled to an indemnity pursuant to Section 7.1(a), all Claims arising out of Services Provider’s performance and provision of the Services in accordance with this Agreement, including as a result of the negligence (whether sole, concurrent, active or passive) and any other legal fault, including strict liability, of any Services Provider Indemnified Parties, Services Provider or any Third Party; provided, however, that MLP will not be required to release or indemnify any Services Provider Indemnified Party from any Claims (A) to the extent such Claims arise out of or are related to the gross negligence, willful misconduct or Fraud of any Services Provider Indemnified Party, or (B) not involving any act or omission by any MLP Indemnified Party that are brought by any Services Provider Indemnified Party against any other Services Provider Indemnified Party.

7.2

Notification of Indemnification Obligation

(a)

For purposes of this Article 7 the term “Indemnifying Party”, when used in connection with particular Claims, shall mean the Party or Parties having an obligation to indemnify another Party or Parties with respect to such Claims pursuant to this Article 7 and the term “Indemnified Party”, when used in connection with particular Claims, shall mean the Party or Parties having the right to be indemnified with respect to such Claims by another Party or Party pursuant to this Article 7

(b)

The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim, including a description of the claim in reasonable detail, and the Indemnifying Party

shall have the right to assume the investigation and defense of the claim, including employing legal counsel.  If the Indemnifying Party does not promptly assume the investigation and defense of the claim, the Indemnified Party may do so, after providing written notice thereof to the Indemnifying Party, including employing legal counsel of its choice, at the Indemnifying Party’s expense.  In any case, the Indemnifying Party shall pay for or reimburse the Indemnified Party for all court costs, reasonable attorneys’ fees, experts’ fees and other reasonable costs resulting from the investigation or defense of any claims.  If the Indemnifying Party assumes the defense of a claim, the Indemnified Party shall have the right to employ, at its sole expense, separate legal counsel and participate in the defense of the claim; provided, however, that control over the process and authority to compromise such claim shall vest solely in the Indemnifying Party.

7.3

Waiver of Consequential Damages

8.1

Representations and Warranties of Services Provider

(a)

Services Provider is a corporation duly formed, validly existing and in good standing under the laws of the State of Oklahoma and is duly qualified and/or licensed to the extent and as may be required by applicable Law, and in good standing in the State of Oklahoma.

(b)

Services Provider has taken all necessary action to authorize the execution, delivery and performance of this Agreement and has adequate power, authority and legal right to enter into, execute, deliver and perform this Agreement. This Agreement is legal, valid and binding with respect to Services Provider and is enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally.

(c)

No permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or Third Party is required in connection with the execution, delivery or performance by Services Provider of this Agreement or to consummate any transactions contemplated hereby.

8.2

Representations and Warranties of MLP

(a)

MLP is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware and is duly qualified and/or licensed to the extent and as may be required by applicable Law, and in good standing in the State of Delaware.

(b)

MLP has taken all necessary action to authorize the execution, delivery and performance of this Agreement and has adequate power, authority and legal right to enter into, execute, deliver and perform this Agreement. This Agreement is legal, valid and binding with respect to MLP and is enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally.

(c)

MLP has, or before commencing activities in any state or other jurisdiction will have, all requisite power, approvals, authorizations, consents, licenses, orders, franchises, rights, registrations and permits of all Governmental Authorities of such state or other jurisdiction required for MLP to commence such activities in such jurisdiction; each of the foregoing is or will be in full force and effect and has been duly and validly issued.

(d)

No permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or Third Party is required in connection with the execution, delivery or performance by MLP of this Agreement or to consummate any transactions contemplated hereby.

8.3

Responsibilities of Services Provider

(a)

Services Provider shall keep and maintain proper and complete books and records of accounts, taxes, financial information and all matters pertaining to the Services.  MLP shall have the right to (1) reasonably consult from time to time with the independent accountants and advisors of Services Provider and its Affiliates regarding the Services; (2) reasonably consult from time to time at reasonable times and following reasonable notice, with management of Services Provider at their respective places of business regarding operating and financial matters, so long as such consultation does not unreasonably interfere with the operation of the business of Services Provider, for the purposes of understanding and monitoring the business and financial soundness of Services Provider and its Affiliates; and (3) reasonably consult with any other personnel of Services Provider or its Affiliates; provided in each case (1) through (3) immediately above that (y) MLP shall provide reasonable advance written notice thereof to Services Provider and (z) Services Provider shall be provided an opportunity to participate in all meetings and calls relating thereto and shall be copied on all correspondence and other written material relating thereto.

9.1

Entire Agreement

9.2

Amendment; Waiver

9.3

Disclaimer of Warranties

9.4

Notices

9.5

Assignment; No Third-Party Beneficiaries

9.6

Governing Law

9.7

Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.

(a)

Each Party irrevocably consents and agrees that any action, proceeding, or other litigation by or against the other Party or any other Person with respect to any claim or cause of action based upon or arising out of or related to this Agreement or the Services contemplated hereby, shall be brought and tried exclusively in the federal or state courts located in Tulsa County, Oklahoma, and any such legal action or proceeding may be removed to the aforesaid courts.  By execution and delivery of the Agreement, each Party irrevocably submits to the exclusive jurisdiction of such courts and hereby submits to the jurisdiction of such courts, and waives (a) any objection which it may now or hereafter have to the laying of venue with respect any such action, proceeding, or litigation arising out of or in connection with this Agreement or the Services contemplated hereby brought in the aforesaid courts, and (b) any right to stay or dismiss any such action, proceeding, or litigation brought before the aforesaid courts on the basis of forum non-conveniens.  Each Party further agrees that personal jurisdiction over it may be affected by service of process by certified mail, postage prepaid, addressed as provided in Section 9.4 of this Agreement.  

The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which either Party may now or hereafter have to the laying of venue of any such action or proceeding brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(b)

Each of the Parties hereby consents to process being served by any other Party in any action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 9.4; provided, however, that such service will not be effective until the actual receipt thereof by the Party being served.

(c)

Each Party to this Agreement waives any right to trial by jury in any action or proceeding in respect of any claim arising out of or relating to this Agreement or the relationship of the Parties hereunder.

9.8

Severability

9.9

Counterparts

9.10

Timing

9.11

Further Assurances.

9.12

Fulfillment of Obligations

MID-CON ENERGY OPERATING, LLC,

an Oklahoma liability company

By:

/s/ Charles R. Olmstead

Charles R. Olmstead

Chief Executive Officer

MID-CON ENERGY PARTNERS, LP,

a Delaware limited partnership

By:  MID-CON ENERGY GP, LLC,

        a Delaware limited liability company

        its general partner

By:

/s/ Charles L. McLawhorn, III

Charles L. McLawhorn, III

Vice President, General Counsel and Secretary

Function

Description of Service

Management

Administer and manage the Properties and advise MLP concerning operation, maintenance, administration, management, exploration, development, production, and marketing with respect to the Properties.  Services Provider shall provide the following services in respect of the management of the Properties as may be reasonably requested by MLP: (a) recommending to MLP and, at MLP’s direction, taking actions determined to be necessary to cause MLP to satisfy its obligations under applicable Law and permits and any applicable development plan, (b) making recommendations relating to the development or improvement of MLP’s operations and maintenance (including major maintenance) of its Properties, (c) the management and administration of any existing Contracts and liaising with any Affiliate or Third Party that is party to a material Contract with MLP and (d) complying with the agreements to which Services Provider is a party with respect to the Properties.  Subject to the limitations contained in this Agreement and as otherwise instructed at any time and from time-to-time by MLP, Services Provider shall act as operator of the operated Properties, and shall act on MLP’s behalf as a non-operator of the non-operated Properties.  

Compliance with Existing Development Plans

Carry out or maintain any existing development plans with respect to the Properties, in accordance with any existing budgets with respect to such development plans, by assisting MLP with (i) advising MLP as to entering into Contracts and other obligations in accordance with the applicable development plans and any other contract as approved by MLP; (ii) making expenditures for supplies, materials, tools and equipment and contracting for services associated with the Properties and in accordance with the applicable development plan and budget to the extent Services Provider is paid for or timely reimbursed for expenditures; (iii) advising MLP as to contracting for all services associated with title review, obtaining environmental and other permits, surface preparation and the drilling, completion and physical operation of the Properties, in each case, in accordance with the applicable development plan and budget; and (iv) performing all actions necessary or appropriate to develop, engineer, manage, supervise, operate, maintain and repair the Properties, in each case, in accordance with any applicable development plan and budget.

Liens

Assist MLP in keeping the Properties free and clear of all liens and encumbrances.

Lease Maintenance

Use reasonable commercial efforts to administer and maintain all Leases and shall use reasonable commercial efforts to notify MLP not later than ninety (90) days before the scheduled expiration of any Lease, that is not maintained in effect by production or otherwise, and that will expire absent either payment of the next ensuing delay rental (or advance royalty) payment or commencement of operations or other lease maintenance activities and provide a recommendation with respect to what lease maintenance activities should be utilized.  Services Provider shall carry out MLP’s instructions, if any, with respect thereto.  Unless MLP otherwise directs Services Provider within thirty (30) days of receipt of such notification from Services Provider, Services Provider shall implement its original recommendation with respect to such lease maintenance activities with respect to the Leases and Properties.

Identify, pay and appropriately invoice in accordance with Section 3.2, all rentals, shut-in payments and other payments required by the Leases or Contracts relating to the Properties including, without limitation, lease settlement, shut-in royalties, minimum royalties, payments in lieu of production, royalties, overriding royalties, production payments, net profit payments and all other burdens that are associated with the ownership and operation of the Properties.

Recommendations

On any matter proposed by any Affiliate or Third Party under any Operating Agreement or otherwise requiring the expenditure, net to MLP’s interest in the Properties, of an amount in excess of $50,000, and requiring MLP’s consent, approval, participation, or election pursuant to an Operating Agreement, promptly following receipt by Services Provider, furnish MLP with (a) a copy of such proposal, together with all authorizations for expenditure and other supporting material, and (b) a statement of Services Provider’s recommendation on such matter.  Services Provider shall follow MLP’s direction with respect to any such decision.

Routine Operations

Act for and on behalf of MLP with respect to routine day-to-day administration and management of the Properties.

Technical Advice

Upon request, to the extent payment therefor to Services Provider is provided in the Budget, furnish qualified geologists, geophysicists, and petroleum engineers currently on Services Provider’s or its Affiliates’ staff, to evaluate and analyze the results of any drilling, testing, logging, or other operations on any lands constituting part of the Properties or pooled, unitized, or communitized with such land, advise MLP with respect thereto, and recommend for or against other operations based thereon.  MLP, in its reasonable discretion, shall have the right to designate certain technical consultants to work at Services Provider’s office.

Regulatory Compliance

Prepare, apply for, submit, file, receive, hold, use, abandon, and/or relinquish, as appropriate, all routine, non-tax registrations, permits, reports, statements, certificates, applications, and filings with Governmental Authorities and other persons that are contemplated by, or are required in connection with, the activities described in the development plan and budget or are required by applicable Law in connection with the Properties, including, without limitation, drilling permits, and production reports.  In the case of any of the foregoing activities that must be performed by MLP directly, Services Provider shall notify MLP of such obligation and assist MLP in such performance.

Marketing

Upon the request of MLP, assist MLP in producing, treating, storing, transporting, and marketing production attributable to any Property, and collecting the proceeds thereof, including balancing receivables; solicit, negotiate, and receive offers to purchase such production; recommend acceptance or rejection of such offers; furnish to MLP following receipt by Services Provider proposed purchase contracts and division or transfer orders for execution; recommend actions with respect to production, treatment, storage, and transportation of such production; and carry out MLP’s instructions with respect to the foregoing.

Contracts

In each case, in accordance with the terms and conditions of this Agreement, including Section 2.3, (i) negotiate and administer on behalf of MLP, and discuss with MLP whether to enter into, Contracts;  and (ii) maintain, materially comply with (to the extent within the control of Services Provider) and enforce (subject to obtaining MLP’s approval prior to instigating any suit or proceeding on behalf of MLP) on behalf of MLP, all Contracts that (1) are entered into by MLP at Services Provider’s direction or otherwise, if such Contract has been provided to Services Provider, and (2) relate to the Properties or to Services Provider’s fulfillment of its obligations under Section 2.1.

Cessation of Production

Notify MLP promptly when, in Services Provider’s opinion, any Well, including a new Well, located on the Properties, or lands pooled or unitized therewith, has ceased producing in paying quantities or appears likely to cease producing in paying quantities (to the extent possible) within ninety (90) days, and recommend to MLP whether, in Services Provider’s opinion, it is in MLP’s best interests that any action should be taken with respect thereto (including, without limitation, the drilling of any new well, or the reworking, deepening, recompletion, or sidetracking of the existing well, shutting in or plug and abandon), and carry out the instructions of MLP with respect thereto.

Joint Account

Upon receipt by Services Provider and consistent with prudent industry practices, review for accuracy all invoices, statements, charges against, credits to, and other matters relating to the joint account under applicable accounting procedures pertaining to the Properties; advise and assist MLP in connection therewith; and handle and investigate any audits, claims, demands, and other matters arising with respect to any such joint account.

Maintenance of Records, Etc.

Preserve, protect, and maintain books and records in accordance with industry practice and Section 8.3 of the Agreement; promptly and routinely enter and/or deposit in the records all documents, billings, invoices, statements, receipts, logs, tank tables, daily gauge and run tickets, logs, seismological sections, correspondence, interpretations, reserve reports and other reports, and other data, information, and instruments in any way relating to the Properties as they are received by or become available to Services Provider; on request by MLP, at MLP’s expense and in accordance with the terms of the Agreement, prepare and deliver to MLP copies of all or any information, data, or materials in the records and pertaining to the Properties in possession of Services Provider or its Affiliates; on expiration or termination of this Agreement, deliver to MLP at MLP’s expense the original books and records.   For the avoidance of doubt, such books and records shall also include (a) copies of all logs and surveys furnished by the operators of the Properties; (b) regular drilling, workover or similar operations reports furnished by the operators of Properties; (c) copies of all plugging reports; (d) copies of all geological and geophysical maps and reports; (e) well tests, completion and similar operations reports furnished by the operator(s) of the Properties; (f) if prepared, engineering studies, development schedules and annual progress reports on development projects; (g) field and well performance reports, including reservoir studies and reserve estimates; (h) Lease documents, contracts, agreements, title instruments and title files; and (i) such additional information as request would be maintained by a reasonably prudent operator.

Information

Use its reasonable commercial efforts to inform MLP regularly about the status of all undertakings under this Agreement; furnish to MLP any data, maps, records, files, and other information as MLP may from time to time reasonably request with respect to the Properties; on reasonable advance notice, make available the employees, subcontractors or agents of Services Provider to consult with MLP or MLP’s employees, agents or representatives in periodic meetings or otherwise; provided Services Provider shall be provided an opportunity to participate in all meetings and calls relating thereto and shall be copied on all material correspondence and other written material relating thereto; and, on request and reasonable advance notice, prepare and deliver to MLP such financial, technical, or other reports pertaining to the Properties as MLP may reasonably request, including, without limitation, well-by-well reports of production, provided such information is reasonably available to Services Provider.

Division and Transfer Orders

Prepare for MLP’s signature all division orders and transfer orders and provide assistance in processing any of the same necessary to implement the disbursement of gross revenues as provided in this Agreement.  Upon receipt of executed division orders, Services Provider shall deliver such orders to the appropriate Person distributing proceeds of production, and shall perform whatever additional acts are necessary to transfer title.

Funds and Funds Management

Supervise all disbursements from, and to the extent of the availability of, funds received on behalf of or provided by MLP necessary to pay its debts and obligations and assist MLP with depositing, withdrawing and maintaining funds provided by MLP or its members, in banks, savings and loan associations or other financial institutions. Services Provider shall not under any circumstances commingle any funds received for MLP or held for the account of MLP with Services Provider 's or any of its Affiliates’ or Third Party’s funds.

Tax and Accounting Services

(a) provide and oversee financial and tax reporting and cash management services, (b) monitor MLP’s compliance with its debt and financing documents, (c) assist MLP in the preparation of all audited financials with respect to the Properties and the business of MLP, and (d) perform such other accounting services as MLP may reasonably request.

Safety

Take customary measures in the industry consistent with the standards set forth in Section 2.2 for the protection of life, health, the environment and property in the case of an emergency.  Services Provider shall maintain written health, safety and environmental policies, programs and systems covering operation of the Properties that conform in all material respects with applicable industry standards, a copy of which will be made available to MLP upon reasonable notice.

Supervision

Provide supervisory services for MLP or MLP’s contractors and operators in connection with the operation of MLP’s business and the ownership and operation the Properties.

IT Services

Maintain information technology that is reasonably necessary to perform the Services including (a) the management and maintenance of computer networks and databases and technology systems associated with the Properties and related financial records and (b) the maintenance of existing security policies and systems for the computer databases and technology systems holding the data of MLP.

Technical Evaluation

Provide technical, geological, petroleum engineering and related evaluations that are necessary or appropriate to perform the Services, but Services Provider shall not be obligated to evaluate proposed acquisitions or divestitures of oil and gas properties by MLP

Releases

After providing written notice to MLP, report any spill or environmental release to the appropriate state or federal regulatory agencies as required by Law.

Transition Matters

Provide certain services reasonably sufficient to enable MLP (or its designee) to establish operations and assume the functions included within the “Services,” including providing reasonable assistance to MLP in modifying automated control equipment to allow MLP (or its designee) to operate the Properties in a manner consistent with their current operations.